You should read the following discussion and analysis of our financial condition
and results of operations together with the consolidated financial statements
and related notes that are included elsewhere in this Quarterly Report on Form
10-Q and our 2020 Annual Report. This discussion contains forward-looking
statements based upon current expectations that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set
forth under "Risk Factors," in Part II, Item 1A of this Quarterly Report on Form
10-Q and our 2020 Annual Report. See "Special Note Regarding Forward-Looking
Statements" above.

                                    Overview

We are a leading provider of tax compliance automation for businesses of all
sizes. The Avalara Compliance Cloud includes calculation, returns, compliance
document management, licensing and registration, fiscal representation, and tax
content and insight solutions. We sell our solutions primarily on a subscription
basis through our sales force, which focuses on selling to qualified leads
provided by our marketing efforts and by partner referrals.

We focus on maintaining and expanding our partner network, which has been and
will continue to be an essential part of our growth. We continue to increase the
available number of partner integrations, which are designed to link the Avalara
Compliance Cloud to a wide variety of business applications, including
accounting, ERP, ecommerce, marketplace, POS, recurring billing, and CRM
systems. Through marketing activities, we generate awareness from many
businesses, both large and small, and enhance communications with our existing
customers.

We make substantial investments by increasing headcount, investing in better
software tools and technologies, and making strategic acquisitions to
continuously improve the Avalara Compliance Cloud. With these investments, we
will continue scaling our platform for continued growth, adding new features and
functionality, supporting new products and content types, and improving the user
experience. We expect to continue to make significant investments, both
organically and through acquisitions, to gain new and relevant content,
technology, and expertise that best serve the transaction tax needs of our
customers.



Our business is impacted by the COVID-19 pandemic, which began during the first
quarter of 2020 and has resulted in authorities implementing numerous
preventative measures to contain or mitigate the extent of the impact, including
travel bans and restrictions, limitations on business activity, quarantines, and
shelter-in-place orders. These measures have caused, and may continue to cause,
business slowdowns or shutdowns in affected areas. Almost all our employees
currently work offsite and we expect these arrangements to continue for the
majority of our workforce for the remainder of 2021. During the second quarter
of 2021, some of the geographic areas we serve and work from began to loosen
travel bans and restrictions, and, where it is safe to do so, we have resumed
some in-person customer activities and events. However, as the COVID-19 pandemic
continues to evolve, the extent and timing of the broader impact of the pandemic
on our results of operations, overall financial performance and operating cash
flows remains uncertain, including the impact on our future revenue growth, the
timing of the resumption of normal operating expenses, and the extent to which
any incremental expenses associated with the preventative and precautionary
measures will be necessary.



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                              Key Business Metrics

We regularly review several metrics to evaluate growth trends, measure our
performance, formulate financial projections, and make strategic decisions. We
discuss revenue and the components of operating results under the section of
this report titled, "Key Components of Consolidated Statements of Operations,"
and we discuss other key business metrics below.



                 Jun 30,      Mar 31,      Dec 31,      Sep 30,      Jun 30,      Mar 31,       Dec 31,       Sep 30,
                   2021         2021         2020         2020         2020         2020       2019 (3)      2019 (3)
Number of core
  customers
  (as of end
  of period) -
legacy             16,410       15,580       14,890       14,180       13,560       12,940        12,150        11,400
Number of core
  customers
  (as of end
  of period) -
revised(1)         16,570       15,730       15,020       14,300      

13,640       13,000        12,240        11,440
Net revenue
  retention rate
- legacy              110 %        107 %        104 %        108 %        107 %        109 %         111 %         113 %
Net revenue
  retention rate
- revised(2)          116 %        113 %        115 %        116 %        114 %        117 %         N/A           N/A





(1) During the second quarter of 2021, we revised the methodology for calculating core customers to include revenue from SST (see Number of Core Customers below for details). The table above includes the number of core customers using both the legacy and the revised methodologies.



(2) During the second quarter of 2021, we revised the methodology for
calculating net revenue retention rate to include revenue from SST. In addition,
professional services revenue is no longer included in the revised calculation
methodology, as these services tend to be more one-time in nature (see Net
Revenue Retention Rate below for details). The table above includes the net
revenue retention rate using both the legacy and the revised methodologies.

(3) Net revenue retention rate - revised is not presented for the periods ended
December 31, 2019 and September 30, 2019 due to certain prior period data needed
to complete the calculation being unavailable.



Number of Core Customers



We believe core customers is a key indicator of our market penetration, growth,
and potential future revenue. The small and mid-market customer segments have
been and remain our primary target market segments for marketing and selling our
solutions. We use core customers as a metric to focus our customer count
reporting on our primary target market segment. During the second quarter of
2021, we revised our core customer calculation methodology to include revenue
from our Streamlined Sales Tax solution (SST), which results in additional
customers being included in reported core customers. Under the revised
calculation methodology, we had as of June 30, 2021 and December 31, 2020,
approximately 16,570 and 15,020 core customers, respectively.

We define a core customer as:

• a unique account identifier in our primary U.S. billing systems (multiple

companies or divisions within a single consolidated enterprise that each

have a separate unique account identifier are each treated as separate


      customers);


  • that is active as of the measurement date; and

• for which we have recognized, as of the measurement date, greater than

$3,000 in total revenue during the previous 12 months.




Currently, our core customer count includes only customers with unique account
identifiers in our primary U.S. billing systems and does not include customers
that subscribe to our solutions through our international subsidiaries and
certain legacy and acquired billing systems that have not yet been integrated
into our primary U.S. billing systems (e.g., recent acquisitions and our lodging
tax compliance solution). As we increase our international operations and sales
in future periods, we may add customers billed from our international
subsidiaries to the core customer metric.

As noted above, we revised our core customer calculation methodology during the
second quarter of 2021. Under the prior methodology, revenue from SST was not
included in our calculation of total revenue during the previous 12 months. This
meant customers that would have otherwise met the definition of a core customer,
with inclusion of attributable SST revenue, were excluded

                                       37

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from our core customer count as well as our disclosures on the percentage of
total revenue attributable to core customers. The revised methodology for core
customers includes revenue from SST.

We believe these changes improve the usefulness of this key business metric,
which is to measure both the growth of existing customers into core customers
and the acquisition of new customers of a certain size.

We also have a substantial number of customers of various sizes that do not meet
the revenue threshold to be considered a core customer. Many of these customers
are in the emerging and small business segment of the marketplace, which
represents strategic value and a growth opportunity for us. Customers who do not
meet the revenue threshold to be considered a core customer provide us with
market share and awareness, and we anticipate that some may grow into core
customers. In addition, we have numerous enterprise-level customers that only
utilize our services for small segments of their business, providing
opportunities over time for us to extend our relationship and make them core
customers.

In addition to customers with whom we have a direct relationship, some of our
customers are business application publishers (including ecommerce platforms)
that include automated tax determination powered by Avalara. While those
platform providers may be core customers to Avalara, their end-user customers
generally are not.

Net Revenue Retention Rate

We believe that our net revenue retention rate provides insight into our ability
to retain and grow revenue from our customers, as well as their potential
long-term value to us. We also believe it reflects the stability of our revenue
base, which is one of our core competitive strengths. We calculate our net
revenue retention rate by dividing (a) total subscription and returns revenue in
the current quarter from any billing accounts that generated revenue during the
corresponding quarter of the prior year by (b) total subscription and returns
revenue in such corresponding quarter from those same billing accounts. This
calculation includes changes during the period for such billing accounts, such
as additional solutions purchased, changes in pricing and transaction volume,
and terminations, but does not reflect revenue for new billing accounts added
during the one-year period.

Currently, our net revenue retention rate includes only customers with unique
account identifiers in our primary U.S. billing systems and does not include
customers who subscribe to our solutions through our international subsidiaries
or certain legacy billing systems that have not been integrated into our primary
U.S. billing systems.

During the second quarter of 2021, we revised our net revenue retention rate
calculation methodology. Under the prior methodology, revenue from our SST
solution was not included in net revenue retention rate. This means that revenue
expansion from existing customers adopting our SST solution was not included,
while revenue contraction from customers replacing one or more of Avalara's
other solutions with SST was included. The revised calculation methodology for
net revenue retention rate includes revenue from SST. In addition, professional
services revenue is no longer included in the revised calculation methodology,
as these services tend to be more one-time in nature. Under the revised
calculation methodology, our net revenue retention rate was 116% for the quarter
ended June 30, 2021 and on average has been 115% over the last four quarters
ended June 30, 2021. Under the legacy calculation methodology, our net revenue
retention rate was 110% for the quarter ended June 30, 2021 and on average has
been 107% over the last four quarters ended June 30, 2021.



            Key Components of Consolidated Statements of Operations

Revenue

We generate revenue from two primary sources: (1) subscription and returns; and
(2) professional services. Subscription and returns revenue are driven primarily
by the acquisition of customers, customer renewals, and additional service
offerings purchased by existing customers. Revenue from subscription and returns
comprised approximately 90% of our revenue for the six months ended June 30,
2021 and 94% of our revenue for the six months ended June 30, 2020.

Subscription and Returns Revenue. Subscription and returns revenue primarily
consist of fees paid by customers to use our solutions. Subscription plan
customers select a price plan that includes an allotted maximum number of
transactions over the subscription term. Unused transactions are not carried
over to the customer's next subscription term, and our customers are not
entitled to any refund of fees paid or relief from fees due if they do not use
the allotted number of transactions. If a subscription plan customer exceeds the
selected maximum transaction level, we will generally upgrade the customer to a
higher tier or, in some cases, charge overage fees on a per transaction or
return basis. Customers purchase tax return preparation on a subscription basis
for an allotted number of returns. Fees paid for subscription services to tax
content vary depending on the volume of tax information accessible to the
customer.

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Our standard subscription contracts are generally non-cancelable after the first
60 days of the contract term. Cancellations under our standard subscription
contracts are not material, and do not have a significant impact on revenue
recognized. We generally invoice our subscription customers for the initial term
at contract signing and upon renewal. Our initial terms generally range from 12
to 18 months, and renewal periods are typically one year. Amounts that have been
invoiced are initially recorded as deferred revenue or contract liabilities.
Subscription revenue is recognized on a straight-line basis over the service
term of the arrangement beginning on the date that our solution is made
available to the customer and ending at the expiration of the subscription term.

Currently a small component of our total revenue, we offer SST services to
businesses that are registered to participate in the program. We earn a fee (SST
revenue) from participating state and local governments based on a percentage of
the sales tax reported and paid, and as a result, we generally provide SST
services at no cost to the seller. During the first quarter of 2021, we renewed
our agreement with the SST Governing Board to provide SST services at a lower
percentage rate than we previously earned.

Subscription and returns revenue also include interest income generated on funds
held for customers. In order to provide tax remittance services to customers, we
hold funds from customers in advance of remittance to tax authorities. These
funds are held in trust accounts at FDIC-insured institutions. Prior to
remittance, we earn interest on these funds.

Professional Services. We generate professional services revenue from providing
tax analysis and services, including tax registrations, voluntary disclosure
agreements, nexus studies, and back filing services. We also provide
configurations, data migrations, integration, and training, for our
subscriptions and returns products. Our 2020 acquisitions of TTR and Business
Licenses expanded the scope of professional services we offer to include
business licenses and registration services and tax refund claims and recovery
assistance. We bill for service arrangements on a fixed fee, milestone, or time
and materials basis, and we recognize the transaction price allocated to
professional services performance obligations as revenue as services are
performed and are collectable under the terms of the associated contracts.

Costs and Expenses



Cost of Revenue. Cost of revenue consists of costs related to providing the
Avalara Compliance Cloud and supporting our customers and includes
employee-related expenses, including salaries, benefits, bonuses, and
stock-based compensation and the amortization of capitalized software
development costs. In addition, cost of revenue includes direct costs associated
with information technology, such as data center and software hosting costs, tax
content maintenance, and certain services provided by third parties. Cost of
revenue also includes allocated costs for certain information technology and
facility expenses, along with depreciation of equipment and amortization of
intangibles such as acquired technology from acquisitions. We plan to continue
to significantly expand our infrastructure and personnel to support our future
growth, including through acquisitions, which we expect to result in higher cost
of revenue in absolute dollars.

Research and Development. Research and development expenses consist primarily of
employee-related expenses for our research and development staff, including
salaries, benefits, bonuses, and stock-based compensation, and the cost of
third-party developers. Research and development costs, other than software
development expenses qualifying for capitalization, are expensed as incurred.
Capitalized software development costs, which consist primarily of
employee-related costs, are amortized as cost of subscription and returns
revenue. Research and development expenses also include allocated costs for
certain information technology and facility expenses, along with depreciation of
equipment.

We devote substantial resources to enhancing and maintaining the Avalara
Compliance Cloud, developing new and enhancing existing solutions, conducting
quality assurance testing, and improving our core technology. We expect research
and development expenses to increase in absolute dollars.

Sales and Marketing. Sales and marketing expenses consist primarily of
employee-related expenses for our sales and marketing staff, including salaries,
benefits, bonuses, sales commissions, and stock-based compensation, integration
and referral partner commissions, costs of marketing and promotional events,
corporate communications, online marketing, solution marketing, and other
brand-building activities. As a result of the current COVID-19 pandemic, we
suspended in-person promotional and customer events and converted many of these
activities to virtual events, which temporarily reduced these types of marketing
expenses. We have begun to resume limited in-person marketing activities in the
second half of 2021 where it is safe to do so. Sales and marketing expenses
include allocated costs for certain information technology and facility
expenses, along with depreciation of equipment and amortization of intangibles
such as customer relationships, customer lists, and backlog from acquisitions.

We defer the portion of sales commissions that is considered a cost of obtaining
a new contract with a customer in accordance with the revenue recognition
standard and amortize these deferred costs over the period of benefit, currently
six years. We expense the remaining sales commissions as incurred. Sales
commissions are earned when a sales order is completed. For most sales orders,

                                       39

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deferred revenue is recorded when a sales order is invoiced, and the related
revenue is recognized ratably over the subscription term. The rates at which
sales commissions are earned varies depending on a variety of factors, including
the nature of the sale (new, renewal, or add-on service offering), the type of
service or solution sold, and the sales channel. At the beginning of each year,
we set group and individual sales targets and update targets during the year as
appropriate. Sales commissions are generally earned based on achievement against
these targets.

We defer the portion of partner commissions costs that are considered a cost of
obtaining a contract with a customer in accordance with the revenue recognition
standard and amortize these deferred costs over the period of benefit. The
period of benefit is separately determined for each partner and is either six
years or corresponds with the contract term. We expense the remaining partner
commissions costs as incurred. Our partner commission expense has historically
been, and will continue to be, impacted by many factors, including the
proportion of new and renewal sales, the nature of the partner relationship, and
the sales mix among partners during the period. In general, integration partners
are paid a higher commission for the initial sale to a new customer and a lower
commission for renewal sales. Additionally, we have several types of partners
(e.g., integration and referral) that each earn different commission rates.

We intend to continue to invest in sales and marketing and expect spending in
these areas to increase in absolute dollars as we continue to expand our
business. We expect sales and marketing expenses to continue to be among the
most significant components of our operating expenses.

General and Administrative. General and administrative expenses consist
primarily of employee-related expenses for administrative, finance, information
technology, legal, and human resources staff, including salaries, benefits,
bonuses, and stock-based compensation, professional fees, insurance premiums,
and other corporate expenses that are not allocated to the above expense
categories. General and administrative expenses include amortization of
intangibles such as tradenames and noncompetition agreements from acquisitions.

We expect our general and administrative expenses to increase in absolute dollars as we continue to expand our operations, hire and train additional personnel, evaluate and integrate acquisitions, and incur costs as a public company. Specifically, we expect to continue to incur increased expenses related to accounting, tax and auditing activities, legal, insurance, acquisition evaluation and execution, SEC compliance, and internal control compliance.

Total Other (Income) Expense, Net



Total other (income) expense, net consists of interest income on cash and cash
equivalents, quarterly remeasurement of earnout liabilities for acquisitions
accounted for as business combinations, foreign currency gains and losses, and
other nonoperating gains and losses.

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                             Results of Operations

The following sets forth our results of operations for the periods presented and
as a percentage of our total revenue for those periods. The period-to-period
comparison of financial results is not necessarily indicative of financial
results to be achieved in future periods.

The comparability of periods covered by our financial statements is impacted by
recent acquisitions. In the fourth quarter of 2020, we acquired the outstanding
equity of TTR, substantially all the assets of Business Licenses, and the
outstanding equity of Impendulo. During the second quarter of 2021, we acquired
substantially all the assets of Davo and the outstanding equity of Inposia (See
Note 5 in the Notes to Consolidated Financial Statements).




                                                        For the Three Months Ended June 30,
                                                           2021                    2020
                                                                  (in thousands)
Revenue:
Subscription and returns                             $         152,442       $         108,519
Professional services                                           16,625                   7,968
Total revenue                                                  169,067                 116,487
Cost of revenue:
Subscription and returns                                        40,983                  28,779
Professional services                                            7,692                   4,551
Total cost of revenue(1)                                        48,675                  33,330
Gross profit                                                   120,392                  83,157
Operating expenses:
Research and development(1)                                     40,111                  26,844
Sales and marketing(1)                                          71,897                  46,040
General and administrative(1)                                   35,244                  20,322
Total operating expenses                                       147,252                  93,206
Operating loss                                                 (26,860 )               (10,049 )
Other (income) expense, net                                        938                     (46 )
Loss before income taxes                                       (27,798 )               (10,003 )
(Benefit from) provision for income taxes                         (148 )                   137
Net loss                                             $         (27,650 )    

$ (10,140 )

(1) The stock-based compensation expense included above was as follows:



                                                        For the Three Months Ended June 30,
                                                           2021                    2020
                                                                  (in thousands)
Cost of revenue                                      $           2,444       $           1,477
Research and development                                         6,069                   3,080
Sales and marketing                                              5,201                   2,956
General and administrative                                       9,521                   4,734
Total stock-based compensation                       $          23,235      

$ 12,247

The amortization of acquired intangibles included above was as follows:



                                                        For the Three Months Ended June 30,
                                                           2021                    2020
                                                                  (in thousands)
Cost of revenue                                      $           2,394       $           1,065
Research and development                                             -                       -
Sales and marketing                                              2,905                     549
General and administrative                                         894                       4
Total amortization of acquired intangibles           $           6,193       $           1,618




                                       41

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                                                For the Six Months Ended June 30,
                                                   2021                   2020
                                                         (in thousands)
Revenue:
Subscription and returns                     $        291,760       $        214,065
Professional services                                  30,908                 13,865
Total revenue                                         322,668                227,930
Cost of revenue:
Subscription and returns                               79,146                 58,296
Professional services                                  14,200                  9,288
Total cost of revenue(1)                               93,346                 67,584
Gross profit                                          229,322                160,346
Operating expenses:
Research and development(1)                            79,267                 52,691
Sales and marketing(1)                                136,201                 95,674
General and administrative(1)                          66,095                 41,710
Total operating expenses                              281,563                190,075
Operating loss                                        (52,241 )              (29,729 )
Other (income) expense, net                             3,188                 (4,860 )
Loss before income taxes                              (55,429 )              (24,869 )
Provision for income taxes                              2,209                    554
Net loss                                     $        (57,638 )     $        (25,423 )

(1) The stock-based compensation expense included above was as follows:



                                                For the Six Months Ended June 30,
                                                   2021                   2020
                                                         (in thousands)
Cost of revenue                              $          4,651       $          2,673
Research and development                               11,355                  5,474
Sales and marketing                                     9,467                  5,771
General and administrative                             16,539                  8,060
Total stock-based compensation               $         42,012       $       

21,978

The amortization of acquired intangibles included above was as follows:



                                                For the Six Months Ended June 30,
                                                   2021                   2020
                                                         (in thousands)
Cost of revenue                              $          4,414       $          2,295
Research and development                                    -                      -
Sales and marketing                                     4,445                  1,156
General and administrative                              1,755                      8

Total amortization of acquired intangibles $ 10,614 $


   3,459




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The following sets forth our results of operations for the periods presented as a percentage of our total revenue for those periods:





                                                           For the Three Months Ended June 30,
                                                           2021                           2020

Revenue:
Subscription and returns                                            90 %                           93 %
Professional services                                               10 %                            7 %
Total revenue                                                      100 %                          100 %
Cost of revenue:
Subscription and returns                                            24 %                           25 %
Professional services                                                5 %                            4 %
Total cost of revenue                                               29 %                           29 %
Gross profit                                                        71 %                           71 %
Operating expenses:
Research and development                                            24 %                           23 %
Sales and marketing                                                 43 %                           40 %
General and administrative                                          21 %                           17 %
Total operating expenses                                            87 %                           80 %
Operating loss                                                     (16 )%                          (9 )%
Other (income) expense, net                                          1 %                            0 %
Loss before income taxes                                           (16 )%                          (9 )%
(Benefit from) provision for income taxes                            0 %                            0 %
Net loss                                                           (16 )%                          (9 )%

                                                            For the Six Months Ended June 30,
                                                           2021                           2020
Revenue:
Subscription and returns                                            90 %                           94 %
Professional services                                               10 %                            6 %
Total revenue                                                      100 %                          100 %
Cost of revenue:
Subscription and returns                                            25 %                           26 %
Professional services                                                4 %                            4 %
Total cost of revenue                                               29 %                           30 %
Gross profit                                                        71 %                           70 %
Operating expenses:
Research and development                                            25 %                           23 %
Sales and marketing                                                 42 %                           42 %
General and administrative                                          20 %                           18 %
Total operating expenses                                            87 %                           83 %
Operating loss                                                     (16 )%                         (13 )%
Other (income) expense, net                                          1 %                           (2 )%
Loss before income taxes                                           (17 )%                         (11 )%
Provision for income taxes                                           1 %                            0 %
Net loss                                                           (18 )%                         (11 )%






                                       43

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 Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

Revenue



                                        For the Three Months Ended
                                                 June 30,                          Change
                                          2021              2020           Amount        Percentage
                                                          (dollars in thousands)
Revenue:
Subscription and returns               $   152,442       $   108,519     $   43,923               40 %
Professional services                       16,625             7,968          8,657              109 %
Total revenue                          $   169,067       $   116,487     $   52,580               45 %




Total revenue for the three months ended June 30, 2021 increased by $52.6
million, or 45%, compared to the three months ended June 30, 2020. Subscription
and returns revenue for the three months ended June 30, 2021 increased by $43.9
million, or 40%, compared to the three months ended June 30, 2020. Professional
services revenue for the three months ended June 30, 2021 increased by $8.7
million, or 109%, compared to the three months ended June 30, 2020.



Growth in total revenue was due primarily to increased demand for our services
from new and existing customers and recent acquisitions. The increase in total
revenue for the three months ended June 30, 2021 compared to the same period in
2020, was due primarily to $15.7 million from new U.S. customers, $15.4 million
from recent acquisitions, $11.6 million from existing U.S. customers, $4.9
million from SST revenue growth, and $4.8 million from revenue growth in our
international operations. Excluding recent acquisitions, total revenue for the
three months ended June 30, 2021 increased by $37.1 million, or 32%, compared to
the three months ended June 30, 2020. Of the growth from recent acquisitions,
$8.3 million was generated from subscriptions and returns and $7.1 million from
professional services. Despite lower transaction rates for the three months
ended June 30, 2021, SST revenue increased from the prior period due to higher
transaction volume.



Cost of Revenue



                                        For the Three Months Ended June
                                                      30,                               Change
                                           2021                 2020           Amount        Percentage
                                                             (dollars in thousands)
Cost of revenue
Subscription and returns               $     40,983         $     28,779
 $   12,204                42 %
Professional services                         7,692                4,551          3,141                69 %
Total cost of revenue                  $     48,675         $     33,330     $   15,345                46 %




Cost of revenue for the three months ended June 30, 2021 increased by $15.3
million, or 46%, compared to the three months ended June 30, 2020. The increase
in cost of revenue was due primarily to an increase of $10.7 million in
employee-related costs from higher headcount, an increase of $1.5 million in
software hosting costs, an increase of $1.3 million in amortization expense, an
increase of $1.3 million in allocated overhead cost, and an increase of $0.5
million in depreciation expense.



Cost of revenue headcount increased approximately 48% from the second quarter of
2020 to the second quarter of 2021. Excluding the impact of recent acquisitions,
cost of revenue headcount increased approximately 29% due to our continued
growth to support our solutions. Employee-related costs increased due primarily
to a $7.5 million increase in salaries and benefits (including $4.5 million from
recent acquisitions), $1.4 million increase in compensation expense related to
our bonus plans, a $1.0 million increase in stock-based compensation expense,
and a $0.8 million increase in contract and temporary employee costs.



Software hosting costs increased due primarily to higher transaction volumes and
incremental investment in data management and reporting tools. Amortization
expense increased due primarily to acquired intangible assets from our recent
acquisitions. Allocated overhead consists primarily of facility expenses and
shared information technology expenses. Shared information technology expenses
are higher compared to the prior period due primarily to higher headcount
throughout our operations. Depreciation expense increased due primarily to an
increase in capitalized software costs for projects placed into service in 2020.



                                       44

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Gross Profit



                                        For the Three Months Ended June 30,                 Change
                                           2021                   2020              Amount        Percentage
                                                               (dollars in thousands)
Gross profit
Subscription and returns               $    111,459         $          79,740     $   31,719               40 %
Professional services                         8,933                     3,417          5,516              161 %
Total gross profit                     $    120,392         $          83,157     $   37,235               45 %
Gross margin
Subscription and returns                         73 %                      73 %
Professional services                            54 %                      43 %
Total gross margin                               71 %                      71 %




Total gross profit for the three months ended June 30, 2021 increased by $37.2
million, or 45% compared to the three months ended June 30, 2020. Total gross
margin was 71% for both the three months ended June 30, 2021 and the same period
of 2020.

Research and Development



                                        For the Three Months Ended June
                                                      30,                               Change
                                           2021                 2020           Amount        Percentage
                                                             (dollars in thousands)
Research and development               $     40,111         $     26,844     $   13,267                49 %




Research and development expenses for the three months ended June 30, 2021
increased by $13.3 million, or 49%, compared to the three months ended June 30,
2020. The increase was due primarily to an increase of $11.1 million in
employee-related costs from higher headcount, an increase of $1.3 million in
third-party purchased software costs, and an increase of $0.7 million in outside
professional services expense.



Research and development headcount increased approximately 41% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, research and development headcount increased approximately 31%.
Employee-related costs increased due primarily to a $6.0 million increase in
salaries and benefits (including $1.9 million from recent acquisitions), a $3.0
million increase in stock-based compensation expense, including $0.8 million of
new PSU grants for executives, and a $2.1 million increase in compensation
expense related to our bonus plans.



Software costs increased due primarily to additional investment in information
technology security and reporting tools for product analysis, development, and
testing activities. Outside professional services expense increased due
primarily to an increase in third-party information technology security services
and third-party developer services for product integrations maintenance and
support.



Sales and Marketing



                                        For the Three Months Ended June
                                                      30,                               Change
                                           2021                 2020           Amount        Percentage
                                                             (dollars in thousands)
Sales and marketing                    $     71,897         $     46,040
 $   25,857                56 %




Sales and marketing expenses for the three months ended June 30, 2021 increased
by $25.9 million, or 56%, compared to the three months ended June 30, 2020. The
increase was due primarily to an increase of $14.1 million in employee-related
costs, an increase of $4.8 million in marketing campaign expenses, an increase
of $2.6 million for partner commission expense, an increase of $2.4 million in
amortization expense, an increase of $1.2 million in allocated overhead cost,
and an increase of $0.4 million in third-party purchased software costs.



Sales and marketing headcount increased approximately 41% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, sales and marketing headcount increased approximately 33%.
Employee-related costs increased due primarily to a $7.4 million increase in
salaries and benefits (including $1.7 million from recent acquisitions), a $2.2
million increase in stock-based compensation expense, a $1.8 million increase in
sales commission expense, a $1.3 million increase in contract and temporary
employee costs, and a $1.3 million increase in compensation expense related to
our bonus plans.

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Marketing campaign expenses increased due primarily to increased spending on
market research, brand awareness, online advertising and outbound direct mail
advertising. Partner commission expense increased due primarily to higher
revenues. Amortization expense increased due primarily to acquired intangible
assets from our recent acquisitions. Third-party purchased software costs
increased due primarily to additional investment in lead generation technology.



General and Administrative



                                        For the Three Months Ended June
                                                      30,                               Change
                                           2021                 2020           Amount        Percentage
                                                             (dollars in thousands)
General and administrative             $     35,244         $     20,322
 $   14,922                73 %




General and administrative expenses for the three months ended June 30, 2021
increased by $14.9 million, or 73%, compared to the three months ended June 30,
2020. The increase was due primarily to an increase of $9.5 million in
employee-related costs, an increase of $3.0 million in outside professional
services expense, an increase of $0.9 million in amortization expense, an
increase of $0.5 million in third-party purchased software costs, and an
increase of $0.5 million in insurance, partially offset by a decrease of $0.7
million in non-income tax expense.



General and administrative headcount increased approximately 36% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, general and administrative headcount increased approximately 29%.
Employee-related costs increased due primarily to a $2.8 million increase in
salaries and benefits (including $0.9 million from recent acquisitions), a $4.8
million increase in stock-based compensation expense, including $3.4 million of
PSU grants for executives, $1.5 million increase in compensation expense related
to our bonus plans, and a $0.4 million increase in contract and temporary
employee costs.



Outside professional services expenses increased due primarily to increased
investment in employee engagement, principally satisfaction surveys, recruiting
services, and training programs and, to a lesser extent, acquisition related
costs. Amortization increased due to acquired intangibles from our recent
acquisitions. Software costs increased due primarily to an increase in the
number of licenses purchased and higher subscription fees for key financial and
human resources information system applications. Insurance expenses increased
due to higher insurance premiums in the current year. Non-income tax expense
decreased due primarily to lower state indirect taxes.



Total Other (Income) Expense, Net





                                                    For the Three Months Ended June 30,            Change
                                                     2021                        2020              Amount
                                                                   (dollars in thousands)
Other (income) expense, net
Interest income                                 $           (23 )         $             (168 )   $       145
Other (income) expense, net                                 961                          122             839
Total other (income) expense, net               $           938           $              (46 )   $       984




Total other (income) expense, net for the three months ended June 30, 2021 was
$0.9 million of expense compared to approximately breakeven for the three months
ended June 30, 2020. Interest income decreased due primarily to a decline in the
interest rate earned on our cash and cash equivalents. Other (income) expense,
net was $1.0 million other expense for the three months ended June 30, 2021
compared to $0.1 million other expense for the three months ended June 30, 2020,
due primarily to changes to our earnout liabilities. We estimate the fair value
of earnout liabilities related to business combinations quarterly. During the
three months ended June 30, 2021, the adjustments to fair value increased the
carrying value of the earnout liability for our acquisitions of TTR and Business
Licenses, resulting in other expense of $1.2 million. During the three months
ended June 30, 2020, the adjustments to fair value increased the carrying value
of the earnout liability for our acquisition of Portway, resulting in other
expense of $0.2 million.



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(Benefit from) Provision for Income Taxes





                                                    For the Three Months Ended June 30,            Change
                                                       2021                       2020             Amount
                                                                   (dollars in thousands)
(Benefit from) provision for income taxes       $             (148 )         $           137     $      (285 )




The benefit from income taxes for the three months ended June 30, 2021 was $0.1
million compared to a provision for income taxes of $0.1 million for the three
months ended June 30, 2020. The effective income tax rate was 0.5% for the three
months ended June 30, 2021 compared to (1.4)% for the three months ended June
30, 2020. The effective tax rate in both quarters differ from the U.S. Federal
statutory rate due primarily to providing a valuation allowance on deferred tax
assets. The decrease in expense and increase in effective rate is due primarily
to 2021 tax benefits resulting from the Inposia acquisition (see Note 5 in the
Notes to Consolidated Financial Statements).



We have assessed our ability to realize our deferred tax assets and have
recorded a valuation allowance against such assets to the extent that, based on
the weight of all available evidence, it is more likely than not that all or a
portion of the deferred tax assets will not be realized. In assessing the
likelihood of future realization of our deferred tax assets, we placed
significant weight on our history of generating tax losses in the U.S., U.K, and
Brazil, including in the first half of 2021. As a result, we have a full
valuation allowance against our net deferred tax assets, including net operating
loss carryforwards, and research and development tax credits. We expect to
maintain a full valuation allowance for the foreseeable future.



   Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Revenue



                                          For the Six Months Ended June 30,                  Change
                                             2021                   2020             Amount        Percentage
                                                               (dollars in thousands)
Revenue:
Subscription and returns               $        291,760       $        214,065     $   77,695               36 %
Professional services                            30,908                 13,865         17,043              123 %
Total revenue                          $        322,668       $        227,930     $   94,738               42 %




Total revenue for the six months ended June 30, 2021 increased by $94.7 million
or 42%, compared to the six months ended June 30, 2020. Subscription and returns
revenue for the six months ended June 30, 2021 increased by $77.7 million, or
36%, compared to the six months ended June 30, 2020. Professional services
revenue for the six months ended June 30, 2021 increased by $17.0 million, or
123%, compared to the six months ended June 30, 2020.



Growth in total revenue was due primarily to increased demand for our services
from new and existing customers and recent acquisitions. The increase in total
revenue for the six months ended June 30, 2021 compared to the same period in
2020, was due primarily to $26.7 million from new U.S. customers, $26.0 million
from recent acquisitions, $23.3 million from existing U.S. customers, $10.9
million from SST revenue growth, and $8.2 million attributable to revenue growth
in our international operations. Excluding recent acquisitions, total revenue
for the six months ended June 30, 2021 increased by $68.9 million, or 30%,
compared to the six months ended June 30, 2020. Of the growth from recent
acquisitions, $14.0 million was generated from subscriptions and returns and
$12.0 million from professional services. Despite lower transaction rates for
the six months ended June 30, 2021, SST revenue increased from the prior period
due to higher transaction volume.



Cost of Revenue



                                            For the Six Months Ended June 30,                     Change
                                             2021                      2020              Amount        Percentage
                                                                  (dollars in thousands)
Cost of revenue
Subscription and returns               $          79,146         $          58,296     $   20,850                36 %
Professional services                             14,200                     9,288          4,912                53 %
Total cost of revenue                  $          93,346         $          67,584     $   25,762                38 %




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Cost of revenue for the six months ended June 30, 2021 increased by $25.8
million, or 38%, compared to the six months ended June 30, 2020. The increase in
cost of revenue in absolute dollars was due primarily to an increase of $20.2
million in employee-related costs from higher headcount, an increase of $2.1
million in amortization expense, an increase of $1.9 million in allocated
overhead cost, an increase of $0.9 million in depreciation expense, and an
increase of $0.7 million in software hosting costs.



Cost of revenue headcount increased approximately 48% from the second quarter of
2020 to the second quarter of 2021. Excluding the impact of recent acquisitions,
cost of revenue headcount increased approximately 29% due to continued growth to
support our solutions. Employee-related costs increased due primarily to a $14.9
million increase in salaries and benefits (including $8.0 million from recent
acquisitions), $2.4 million increase in compensation expense related to our
bonus plans, a $2.0 million increase in stock-based compensation expense, and a
$1.4 million increase in contract and temporary employee costs.



Amortization expense increased due primarily to acquired intangible assets from
our recent acquisitions. Allocated overhead consists primarily of facility
expenses and shared information technology expenses. Shared information
technology expenses are higher compared to the prior period due primarily to
higher headcount throughout our operations. Depreciation expense increased due
primarily to an increase in capitalized software costs for projects placed into
service in 2020. Software hosting costs increased due primarily to higher
transaction volumes and incremental investment in data management and reporting
tools.



Gross Profit



                                          For the Six Months Ended June 30,                  Change
                                             2021                   2020             Amount        Percentage
                                                               (dollars in thousands)
Gross profit
Subscription and returns               $        212,614       $        155,769     $   56,845               36 %
Professional services                            16,708                  4,577         12,131              265 %
Total gross profit                     $        229,322       $        160,346     $   68,976               43 %
Gross margin
Subscription and returns                             73 %                   73 %
Professional services                                54 %                   33 %
Total gross margin                                   71 %                   70 %




Total gross profit for the six months ended June 30, 2021 increased $69.0
million, or 43% compared to the six months ended June 30, 2020. Total gross
margin was 71% for the six months ended June 30, 2021 compared to 70% for the
same period of 2020. This increase in gross margin was due primarily to improved
service delivery and efficiency in U.S. professional services.

Research and Development



                                            For the Six Months Ended June 30,                     Change
                                             2021                      2020              Amount        Percentage
                                                                  (dollars in thousands)
Research and development               $          79,267         $          52,691     $   26,576                50 %




Research and development expenses for the six months ended June 30, 2021
increased by $26.6 million, or 50%, compared to the six months ended June 30,
2020. The increase was due primarily to an increase of $22.3 million in
employee-related costs from higher headcount, an increase of $3.4 million in
third-party purchased software costs, and an increase of $0.9 million in outside
professional services expense.



Research and development headcount increased approximately 41% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, research and development headcount increased approximately 31%.
Employee-related costs increased due primarily to a $13.0 million increase in
salaries and benefits (including $2.9 million from recent acquisitions), a $5.9
million increase in stock-based compensation expense, including $1.3 million of
PSU grants for executives, and a $3.7 million increase in compensation expense
related to our bonus plans.



Software costs increased due primarily to additional investment in information
technology security and reporting tools for product analysis, development, and
testing activities. Outside professional services expense increased due
primarily to an increase in third-party information technology security services
and third-party developer services for product integrations maintenance and
support.





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Sales and Marketing



                         For the Six Months Ended June 30,                 Change
                            2021                   2020            Amount       Percentage
                                             (dollars in thousands)
Sales and marketing   $         136,201       $        95,674     $ 40,527               42 %




Sales and marketing expenses for the six months ended June 30, 2021 increased by
$40.5 million, or 42%, compared to the six months ended June 30, 2020. The
increase was due primarily to an increase of $22.9 million in employee-related
costs, an increase of $6.6 million in marketing campaign expenses, an increase
of $4.1 million for partner commission expense, an increase of $3.3 million in
amortization expense, an increase of $1.9 million in allocated overhead cost, an
increase of $1.0 million in outside professional services expense, and an
increase of $0.8 million in third-party purchased software costs.



Sales and marketing headcount increased approximately 41% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, sales and marketing headcount increased approximately 33%.
Employee-related costs increased due primarily to a $13.8 million increase in
salaries and benefits (including $2.7 million from recent acquisitions), a $3.9
million increase in sales commission expense, a $3.7 million increase in
stock-based compensation expense, a $2.4 million increase in contract and
temporary employee costs, and a $2.0 million increase in compensation expense
related to our bonus plans, partially offset by a $2.9 million decrease in
travel costs. Travel costs decreased due primarily to cancelling all in-person
customer activities and events beginning in March of 2020 because of the
COVID-19 pandemic. During the second half of 2021, we expect to gradually resume
in-person customer activities and events, where it is safe to do so, which will
increase travel costs that were suspended during the COVID-19 pandemic.



Marketing campaign expenses increased due primarily to increased spending on
market research, brand awareness, online advertising, and outbound direct mail
advertising. Partner commission expense increased due primarily to higher
revenues. Amortization expense increased due primarily to acquired intangible
assets from our recent acquisitions. Outside professional services expenses
increased due primarily to increased third-party consulting services to improve
the customer experience during onboarding, to develop prospective customer data,
to produce brand recognition and positioning studies, and services to integrate
websites of recent acquisitions. Third-party purchased software costs increased
due primarily to increased investment in lead generation technology.



General and Administrative



                                            For the Six Months Ended June 30,                     Change
                                             2021                      2020              Amount        Percentage
                                                                  (dollars in thousands)
General and administrative             $          66,095         $          41,710     $   24,385                58 %




General and administrative expenses for the six months ended June 30, 2021
increased by $24.4 million, or 58%, compared to the six months ended June 30,
2020. The increase was due primarily to an increase of $17.2 million in
employee-related costs, an increase of $3.6 million in outside professional
services expense, an increase of $1.7 million in amortization expense, and a
$0.9 million increase in insurance, partially offset by a $1.2 million decrease
in non-income tax expense and a $0.7 million expense to settle a contract
dispute in the prior year period.



General and administrative headcount increased approximately 36% from the second
quarter of 2020 to the second quarter of 2021. Excluding the impact of recent
acquisitions, general and administrative headcount increased approximately 29%.
Employee-related costs increased due primarily to a $6.3 million increase in
salaries and benefits (including $1.8 million from recent acquisitions), a $8.5
million increase in stock-based compensation expense, including $5.7 million of
PSU grants for executives, a $2.5 million increase in compensation expense
related to our bonus plans, and a $0.6 million increase in contract and
temporary employee costs, partially offset by a $0.6 million decrease in travel
costs.



Outside professional services expenses increased due primarily to increased
investment in employee engagement, principally satisfaction surveys, support
services, recruiting services, training programs and, to a lesser extent,
acquisition related costs. Amortization increased due to acquired intangibles
from our recent acquisitions. Insurance expenses increased due to higher
insurance premiums in the current year. Non-income tax expense decreased due
primarily to lower state and foreign indirect taxes. During the six months ended
June 30, 2020, we agreed to settle a contract dispute, with no comparable costs
in the current period.



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Total Other (Income) Expense, Net





                                                    For the Six Months Ended June 30,            Change
                                                     2021                      2020              Amount
                                                                 (dollars in thousands)
Other (income) expense, net
Interest income                                 $           (47 )       $           (1,610 )   $    1,563
Other (income) expense, net                               3,235                     (3,250 )        6,485
Total other (income) expense, net               $         3,188         $           (4,860 )   $    8,048




Total other income (expense), net for the six months ended June 30, 2021 was
$3.2 million of expense compared to $4.9 million of income for the six months
ended June 30, 2020. Interest income decreased due to a decline in the interest
rate earned on our cash and cash equivalents. Other income (expense), net was
$3.2 million of expense for the six months ended June 30, 2021 compared to $3.3
million of income for the six months ended June 30, 2020, due primarily to
changes to our earnout liabilities. We estimate the fair value of earnout
liabilities related to business combinations quarterly. During the first half of
2021, the adjustments to fair value increased the carrying value of the earnout
liability for our acquisitions of TTR and Business Licenses, resulting in other
expense of $2.5 million. During the first half of 2020, the adjustments to fair
value decreased the carrying value of the earnout liability for our acquisition
of Portway, resulting in other income of $2.3 million.



Provision for Income Taxes



                                For the Six Months Ended June 30,         Change
                                    2021                    2020          Amount
                                            (dollars in thousands)
Provision for income taxes   $            2,209         $         554     $ 1,655




The provision for income taxes for the six months ended June 30, 2021 was $2.2
million compared to a provision for income taxes of $0.6 million for the six
months ended June 30, 2020. The effective income tax rate was (4.0)% for the six
months ended June 30, 2021 compared to (2.2)% for the six months ended June 30,
2020. The effective tax rate in both quarters differs from the U.S. Federal
statutory rate due primarily to providing a valuation allowance on deferred tax
assets. The increase in tax expense and increase in effective rate is due
primarily to measurement period adjustments related to the 2020 acquisition of
TTR recorded during the first quarter of 2021 (see Note 5 in the Notes to
Consolidated Financial Statements).



We have assessed our ability to realize our deferred tax assets and have
recorded a valuation allowance against such assets to the extent that, based on
the weight of all available evidence, it is more likely than not that all or a
portion of the deferred tax assets will not be realized. In assessing the
likelihood of future realization of our deferred tax assets, we placed
significant weight on our history of generating tax losses in the U.S., U.K, and
Brazil, including in the first half of 2021. As a result, we have a full
valuation allowance against our net deferred tax assets, including net operating
loss carryforwards, and research and development tax credits. We expect to
maintain a full valuation allowance for the foreseeable future.





                        Liquidity and Capital Resources



We require cash to fund our operations, including outlays for infrastructure
growth, acquisitions, geographic expansion, expanding our sales and marketing
activities, research and development efforts, and working capital for our
growth. We have financed our operations primarily through cash received from
customers for our solutions and public offerings of our common stock. As of June
30, 2021, we had $639.5 million of cash and cash equivalents, most of which was
held in money market accounts.

Borrowings

As of June 30, 2021, we had no credit facilities or borrowings outstanding.

Future Cash Requirements



As of June 30, 2021, our cash and cash equivalents included proceeds from our
previous public offerings of common stock. We intend to continue to increase our
operating expenses and capital expenditures to support the growth in our
business and operations. We expect to also use our cash and cash equivalents to
acquire complementary businesses, products, services, technologies, or other
assets. We believe that our existing cash and cash equivalents of $639.5 million
as of June 30, 2021 will be sufficient to meet our anticipated cash needs for at
least the next 12 months. Our financial position and liquidity are, and will be,
influenced by a variety of

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factors, including our growth rate, the timing and extent of spending to support
research and development efforts, the continued expansion of sales and marketing
spending, the introduction of new and enhanced solutions, the cash paid for any
acquisitions, and the continued market acceptance of our solutions.

The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods:





                                 For the Six Months Ended June 30,
                                    2021                   2020
                                          (in thousands)
Cash provided by (used in):
Operating Activities          $         (2,697 )     $        (16,974 )
Investing Activities                   (34,532 )               (3,556 )
Financing Activities                    (1,331 )               25,333




Operating Activities



Our largest source of operating cash is cash collections from our customers for
subscriptions and returns services. Our primary uses of cash from operating
activities are for employee-related expenditures, commissions paid to our
partners, marketing expenses, technology costs such as software hosting costs,
and facilities expenses. Cash used in operating activities is comprised of our
net loss adjusted for certain non-cash items, including stock-based
compensation, depreciation and amortization, other non-cash income and expense
items, and net changes in operating assets and liabilities.

For the six months ended June 30, 2021, net cash used in operating activities
was $2.7 million compared to net cash used of $17.0 million for the six months
ended June 30, 2020. The decrease in cash used in operations of $14.3 million
was due primarily to an increase in cash collected from customers as demand for
our subscription services continued to grow and to extended payment terms in the
prior year that were provided to some of our customers at the onset of the
COVID-19 pandemic.

Investing Activities

Our investing activities primarily include cash outflows related to purchases of property and equipment, additions of capitalized software, and from time to-time, cash paid for asset and business acquisitions.



For the six months ended June 30, 2021, cash used in investing activities was
$34.5 million, compared to cash used of $3.6 million for the six months ended
June 30, 2020. The increase in cash used in investing activities of $31.0
million was due primarily to an increase in cash paid for acquisitions of
businesses of $24.0 million, an increase in additions of capitalized software of
$4.4 million, an increase in cash paid for acquired intangible assets of $1.5
million, and an increase in capital expenditures of $1.1 million. In the first
half of 2021, we acquired Inposia and Davo for total cash consideration, net of
cash acquired of $22.1 million and paid $1.9 million of additional purchase
price to finalize net working capital and other adjustments related to the 2020
acquisitions of TTR and Impendulo.

Financing Activities



Our financing activities primarily include cash inflows and outflows from
issuance and repurchases of capital stock, our employee stock purchase plan,
deferred cash payments made in connections with acquisitions of businesses, and
changes in customer fund obligations.

For the six months ended June 30, 2021, cash used in financing activities was
$1.3 million compared to cash provided of $25.3 million for the six months ended
June 30, 2020. This increase in cash used in financing activities of $26.6
million was due primarily to $20.8 million cash paid in the six months ended
June 30, 2021 for purchase price holdbacks related to the 2020 acquisition of
TTR and the 2019 acquisition of Portway International Inc., a $15.2 million
decrease in cash proceeds from exercise of stock options, and a $0.6 million
increase in deferred cash payments related to asset acquisition earnouts. These
cash outflows were partially offset by a $4.9 million increase in net cash flows
related to customer fund obligations in the first half of 2021 compared to the
prior period, a $3.8 million decrease in deferred cash payments related to
business combination earnouts, and a $1.4 million increase in cash proceeds from
common stock purchased under our employee stock purchase plan.

Funds Held from Customers and Customer Fund Obligations



We maintain trust accounts with FDIC-insured financial institutions, which
allows our customers to outsource their tax remittance functions to us. We have
legal ownership over the accounts utilized for this purpose. Funds held from
customers are not commingled with our operating funds but are typically
deposited with funds also held on behalf of our other customers. Funds held from
customers

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represents restricted cash equivalents that, based upon our intent, are
restricted solely for satisfying the obligations to remit funds relating to our
tax remittance services. Changes in customer funds assets account that relate to
activities paying for the trust operations, such as banking fees, are included
as cash flows from operating activities.



Customer funds obligations represent our contractual obligations to remit collected funds to satisfy customer tax payments. Customer funds obligations are reported as a current liability on the consolidated balance sheets, as the obligations are expected to be settled within one year. Changes in customer funds obligations liability are presented as cash flows from financing activities.



                    Contractual Obligations and Commitments



During the first half of 2021, our purchase commitments increased approximately
$51.2 million compared to December 31, 2020, primarily related to software
hosting and software license subscriptions that extend up to three years beyond
June 30, 2021. There were no other material changes to our contractual
obligations as of June 30, 2021 compared to December 31, 2020.



             Use and Reconciliation of Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we have disclosed
non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP
research and development expense, non-GAAP sales and marketing expense, non-GAAP
general and administrative expense, non-GAAP operating income (loss), non-GAAP
net income (loss), free cash flow, and calculated billings, which are all
non-GAAP financial measures. We have provided tabular reconciliations of each
non-GAAP financial measure to its most directly comparable GAAP financial
measure.

• We calculate non-GAAP cost of revenue, non-GAAP research and development

expense, non-GAAP sales and marketing expense, and non-GAAP general and

administrative expense as GAAP cost of revenue, GAAP research and

development expense, GAAP sales and marketing expense, and GAAP general and

administrative expense before stock-based compensation expense and the

amortization of acquired intangible assets included in each of the expense


      categories.


   •  We calculate non-GAAP gross profit as GAAP gross profit before the

stock-based compensation expense and amortization of acquired intangibles

included in cost of revenue. We calculate non-GAAP gross margin as GAAP

gross margin before the impact of stock-based compensation expense and the


      amortization of acquired intangibles included in cost of revenue as a
      percentage of revenue.

• We calculate non-GAAP operating income (loss) as GAAP operating loss before

stock-based compensation expense, amortization of acquired intangibles, and

goodwill impairments. We calculate non-GAAP net income (loss) as GAAP net

loss before stock-based compensation expense, amortization of acquired

intangibles, and goodwill impairments.

• We define free cash flow as net cash used in operating activities less cash

used for the purchases of property and equipment and capitalized software

development costs.

• We define calculated billings as total revenue plus the changes in deferred

revenue and contract liabilities in the period, excluding the acquisition

date impact of deferred revenue and contract liabilities assumed in a

business combination. Because we generally recognize subscription revenue

ratably over the subscription term, calculated billings can be used to

measure our subscription sales activity for a particular period, to compare

subscription sales activity across particular periods, and as a potential

indicator of future subscription revenue, the actual timing of which will be

affected by several factors, including subscription start date and duration.




Management uses these non-GAAP financial measures to understand and compare
operating results across accounting periods, for internal budgeting and
forecasting purposes, and to evaluate financial performance and liquidity. We
believe that non-GAAP financial measures provide useful information to investors
and others in understanding and evaluating our results, prospects, and liquidity
period-over-period without the impact of certain items that do not directly
correlate to our performance and that may vary significantly from period to
period for reasons unrelated to our operating performance, as well as when
comparing our financial results to those of other companies.

Our definitions of these non-GAAP financial measures may differ from the
definitions used by other companies and therefore comparability may be limited.
In addition, other companies may not publish these or similar metrics. Thus, our
non-GAAP financial measures should be considered in addition to, not as a
substitute for, or in isolation from, measures prepared in accordance with GAAP.

We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP financial measures in conjunction with the related GAAP financial measure.


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The following schedules reflect our non-GAAP financial measures and reconcile our non-GAAP financial measures to the related GAAP financial measures:





                                                  For the Three Months Ended June 30,              For the Six Months Ended June 30,
                                                    2021                      2020                  2021                      2020
Reconciliation of Non-GAAP Cost of Revenue:
Cost of revenue                                 $      48,675             $      33,330         $      93,346             $      67,584
Stock-based compensation expense                       (2,444 )                  (1,477 )              (4,651 )                  (2,673 )
Amortization of acquired intangibles                   (2,394 )                  (1,065 )              (4,414 )                  (2,295 )
Non-GAAP Cost of Revenue                        $      43,837             $      30,788         $      84,281             $      62,616

Reconciliation of Non-GAAP Gross Profit:
Gross Profit                                    $     120,392             $      83,157         $     229,322             $     160,346
Stock-based compensation expense                        2,444                     1,477                 4,651                     2,673
Amortization of acquired intangibles                    2,394                     1,065                 4,414                     2,295
Non-GAAP Gross Profit                           $     125,230             $      85,699         $     238,387             $     165,314

Reconciliation of Non-GAAP Gross Margin:
Gross margin                                               71 %                      71 %                  71 %                      70 %
Stock-based compensation expense as a
percentage of revenue                                       1 %                       1 %                   1 %                       1 %
Amortization of acquired intangibles as a
percentage of revenue                                       1 %                       1 %                   1 %                       1 %
Non-GAAP Gross Margin                                      74 %                      74 %                  74 %                      73 %

Reconciliation of Non-GAAP Research and
Development Expense:
Research and development                        $      40,111             $      26,844         $      79,267             $      52,691
Stock-based compensation expense                       (6,069 )                  (3,080 )             (11,355 )                  (5,474 )
Amortization of acquired intangibles                        -                         -                     -                         -
Non-GAAP Research and Development Expense       $      34,042             $      23,764         $      67,912             $      47,217

Reconciliation of Non-GAAP Sales and
Marketing Expense:
Sales and marketing                             $      71,897             $      46,040         $     136,201             $      95,674
Stock-based compensation expense                       (5,201 )                  (2,956 )              (9,467 )                  (5,771 )
Amortization of acquired intangibles                   (2,905 )                    (549 )              (4,445 )                  (1,156 )
Non-GAAP Sales and Marketing Expense            $      63,791             $      42,535         $     122,289             $      88,747

Reconciliation of Non-GAAP General and
Administrative Expense:
General and administrative                      $      35,244             $      20,322         $      66,095             $      41,710
Stock-based compensation expense                       (9,521 )                  (4,734 )             (16,539 )                  (8,060 )
Amortization of acquired intangibles                     (894 )                      (4 )              (1,755 )                      (8 )
Non-GAAP General and Administrative Expense     $      24,829             $      15,584         $      47,801             $      33,642

Reconciliation of Non-GAAP Operating Income
(Loss):
Operating loss                                  $     (26,860 )           $     (10,049 )       $     (52,241 )           $     (29,729 )
Stock-based compensation expense                       23,235                    12,247                42,012                    21,978
Amortization of acquired intangibles                    6,193                     1,618                10,614                     3,459
Non-GAAP Operating Income (Loss)                $       2,568             $       3,816         $         385             $      (4,292 )

Reconciliation of Non-GAAP Net Income
(Loss):
Net loss                                        $     (27,650 )           $     (10,140 )       $     (57,638 )           $     (25,423 )
Stock-based compensation expense                       23,235                    12,247                42,012                    21,978
Amortization of acquired intangibles                    6,193                     1,618                10,614                     3,459
Non-GAAP Net Income (Loss)                      $       1,778             $       3,725         $      (5,012 )           $          14

Free cash flow:
Net cash provided by (used in) operating
activities(1)                                   $      25,550             $       7,497         $      (2,697 )           $     (16,974 )
Less: Purchases of property and
equipment(2)                                           (1,704 )                  (1,109 )              (3,070 )                  (1,992 )
Less: Capitalized software development
costs(2)                                               (3,642 )                    (847 )              (5,953 )                  (1,564 )
Free cash flow                                  $      20,204             $       5,541         $     (11,720 )           $     (20,530 )

(1)We have presented corrected net cash used in operating activities for the three and six months ended June 30, 2020. The correction to net cash used in operating activities resulted in a change of $0.7 million and $0.9 million for the three months and six months ended June 30, 2020, respectively. (2)Capitalized software development costs were previously included in purchases of property and equipment and does not impact previously reported free cash flow.







                                       53

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The following table reflects calculated billings and reconciles to GAAP
revenues. In addition to the defined reconciling items for calculated billings,
the second quarter of 2021 and the fourth quarter of 2020 include reconciling
adjustments to exclude the acquisition-date fair value of deferred revenue
assumed in business combinations.



                                                                                 Three Months Ended
                                  Jun 30,        Mar 31,        Dec 31,        Sep 30,        Jun 30,        Mar 31,        Dec 31,        Sep 30,
                                    2021           2021           2020           2020           2020           2020           2019           2019
                                                                                           (in thousands)
Total revenue                    $  169,067     $  153,601     $  144,760     $  127,879     $  116,487     $  111,443     $  107,627     $   98,525
Add:
Deferred revenue
  (end of period)                   239,395        225,531        209,690        180,640        167,719        165,369        161,241        148,466
Contract liabilities
  (end of period)                    11,406         12,466         10,134          7,673          6,195          6,330          5,197          4,843
Less:
Deferred revenue
  (beginning of
  period)                          (225,531 )     (209,690 )     (180,640 )     (167,719 )     (165,369 )     (161,241 )     (148,466 )     (138,811 )
Contract liabilities
  (beginning of
  period)                           (12,466 )      (10,134 )       (7,673 )       (6,195 )       (6,330 )       (5,197 )       (4,843 )       (4,508 )
Deferred revenue
  assumed in
  business
  combinations                         (886 )            -         (9,194 )            -              -              -              -              -
Calculated billings              $  180,985     $  171,774     $  167,077     $  142,278     $  118,702     $  116,704     $  120,756     $  108,515
                   Critical Accounting Policies and Estimates

There have been no material updates or changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates described in our 2020 Annual Report.

Recent Accounting Pronouncements



For further information on recent accounting pronouncements, refer to Note 2 in
the consolidated financial statements contained within this Quarterly Report on
Form 10-Q.

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