Acquisitions of Businesses (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of Pro Forma Financial Information (Unaudited)

The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had occurred on the dates indicated.

	For the Year Ended December 31,
	2021			2020
Total revenue	$	711,047		$	552,886
Pre-tax loss		(134,813	)		(70,457	)

Inposia | Fair Value

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

Measurement period adjustments recognized during 2021 related primarily to updated estimated fair values for acquired intangible assets, deferred tax liabilities, and a net working capital adjustment. A reconciliation of preliminary total consideration as of June 30, 2021, and total consideration as of December 31, 2021, is presented below (in thousands):

	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value
Cash paid at closing (net of amounts returned)	$	14,671	$	(215	)	$	14,456
Fair value of common stock issued at closing		22,971		—			22,971
Total consideration	$	37,642	$	(215	)	$	37,427

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Fair values of the assets acquired and the liabilities assumed in the Inposia Purchase as of the acquisition date are provided in the following table (in thousands):

	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value
Assets acquired:
Cash and cash equivalents	$	1,264	$	—		$	1,264
Trade accounts receivable		1,767		—			1,767
Other current assets		268		—			268
Operating lease right-of-use assets		928		—			928
Property and equipment		98		—			98
Developed technology, customer relationships, and other intangibles		12,684		1,585			14,269
Goodwill		27,702		(1,182	)		26,520
Other noncurrent assets		35		—			35
Total assets acquired		44,746		403			45,149
Liabilities assumed:
Trade payables and accrued expenses		1,340		138			1,478
Deferred revenue		811		(1	)		810
Other liabilities, noncurrent		106		—			106
Operating lease liabilities		928		—			928
Deferred tax liability		3,919		481			4,400
Total liabilities assumed		7,104		618			7,722
Net assets acquired	$	37,642	$	(215	)	$	37,427

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Inposia Purchase are provided in the table below (in thousands):

Intangible	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value		Valuation Methodology	Discount Rate			Estimated Useful Life
Customer relationships	$	1,585	$	1,703		$	3,288	Multi-period excess earnings-income approach		18.5	%	8 years
Developed technology		9,572		—			9,572	Relief from royalty-income approach		18.5	%	6 years
Noncompetition agreements		1,292		(118	)		1,174	With-and-without valuation-income approach		21.0	%	3 years
Tradename		235		—			235	Relief from royalty-income approach		18.5	%	3 years

Davo | Fair Value

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

Measurement period adjustments recognized during 2021 related primarily to updated estimated fair values for acquired intangible assets, the earnout liability, and working capital adjustments. A reconciliation of preliminary total consideration as of June 30, 2021, and total consideration as of December 31, 2021, is presented below (in thousands):

	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value
Cash paid through closing	$	23,818	$	—		$	23,818
Fair value of earnout provision		28,620		1,718			30,338
Fair value of holdbacks		2,600		(9	)		2,591
Total consideration	$	55,038	$	1,709		$	56,747

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Fair values of the assets acquired and the liabilities assumed in the Davo Purchase as of the acquisition date are provided in the following table (in thousands):

	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value
Assets acquired:
Cash and cash equivalents	$	198	$	—		$	198
Funds held from customers		12,464		—			12,464
Trade accounts receivable		119		—			119
Other current assets		58		—			58
Operating lease right-of-use assets		46		—			46
Developed technology, customer relationships, and other intangibles		6,427		(1,776	)		4,651
Goodwill		48,426		3,485			51,911
Other noncurrent assets		2		—			2
Total assets acquired		67,740		1,709			69,449
Liabilities assumed:
Accrued expenses		117		—			117
Deferred revenue		75		—			75
Operating lease liabilities		46		—			46
Customer fund obligations		12,464		—			12,464
Total liabilities assumed		12,702		—			12,702
Net assets acquired	$	55,038	$	1,709		$	56,747

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Davo Purchase are provided in the table below (in thousands):

Intangible	As Reported June 30, 2021		Measurement Period Adjustment			As Adjusted Value		Valuation Methodology	Discount Rate			Estimated Useful Life
Customer relationships	$	4,350	$	(2,300	)	$	2,050	Multi-period excess earnings-income approach and replacement cost method-cost approach		13.5	%	6 years
Developed technology		1,800		150			1,950	Relief from royalty-income approach		13.5	%	5 years
Noncompetition agreements		191		373			564	With-and-without valuation-income approach		15.5	%	5 years
Tradename		86		1			87	Relief from royalty-income approach		13.5	%	1 year

Track1099 LLC | Fair Value

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

Preliminary total consideration as of December 31, 2021, is presented below (in thousands):

	As of December 31, 2021
Cash paid through closing	$	35,000
Fair value of earnout provision		8,820
Fair value of holdbacks		4,984
Total consideration	$	48,804

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Purchase as of the acquisition date are provided in the following table (in thousands):

	As of December 31, 2021
Assets acquired:
Prepaid and other current assets	$	2
Developed technology, customer relationships, and other intangibles		5,850
Goodwill		42,962
Total assets acquired		48,814
Liabilities assumed:
Current liabilities		1
Deferred revenue		9
Total liabilities assumed		10
Net assets acquired	$	48,804

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Track1099 Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate			Estimated Useful Life
Customer relationships	$	3,200	Multi-period excess earnings-income approach		28.0	%	5 years
Developed technology		1,250	Relief from royalty-income approach		28.0	%	2 years
Noncompetition agreement		1,300	With-and-without valuation-income approach		30.0	%	5 years
Tradename		100	Relief from royalty-income approach		28.0	%	2 years

CrowdReason LLC and CorrelationAdvisors | Fair Value

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

Preliminary total consideration as of December 31, 2021, is presented below (in thousands):

	As of December 31, 2021
Cash paid through closing	$	8,317
Fair value of earnout provision		26,320
Fair value of holdbacks		1,727
Total consideration	$	36,364

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Preliminary estimated fair values of the assets acquired and the liabilities assumed in the CrowdReason Purchase as of the acquisition date are provided in the following table (in thousands): 

	As of December 31, 2021
Assets acquired:
Current assets	$	1,426
Developed technology, customer relationships, and other intangibles		10,300
Goodwill		25,415
Total assets acquired		37,141
Liabilities assumed:
Current liabilities		101
Deferred revenue and contract liabilities		676
Total liabilities assumed		777
Net assets acquired	$	36,364

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the CrowdReason Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate			Estimated Useful Life
Customer relationships	$	5,700	Multi-period excess earnings-income approach		18.0	%	5 to 8 years
Developed technology		3,900	Relief from royalty-income approach		18.0	%	5 years
Backlog		450	Multi-period excess earnings-income approach		15.0	%	1 year
Noncompetition agreements		100	With-and-without valuation-income approach		20.0	%	5 years
Tradename		150	Relief from royalty-income approach		18.0	%	2 years

Transaction Tax Resources, Inc. | Fair Value

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

A reconciliation of preliminary total consideration as of December 31, 2020, and total consideration as of December 31, 2021, is presented below (in thousands):

	As Reported December 31, 2020		Measurement Period Adjustment			As Adjusted Value
Cash paid at closing	$	294,017	$	—		$	294,017
Fair value of holdbacks		57,477		(217	)		57,260
Fair value of earnout provision		15,740		3,131			18,871
Total consideration	$	367,234	$	2,914		$	370,148

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Estimated fair values of the assets acquired and the liabilities assumed in the TTR Merger as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands):

	As Reported December 31, 2020		Measurement Period Adjustment			As Adjusted Value
Assets acquired:
Cash and cash equivalents	$	2,294	$	—		$	2,294
Trade accounts receivable		5,966		—			5,966
Other current assets		93		—			93
Operating lease right-of-use assets		1,760		—			1,760
Property and equipment		848		—			848
Developed technology, customer relationships, and other intangibles		49,000		(7,500	)		41,500
Goodwill		327,039		8,526			335,565
Total assets acquired		387,000		1,026			388,026
Liabilities assumed:
Trade payables and accrued expenses		731		—			731
Deferred revenue		8,500		—			8,500
Operating lease liabilities		1,760		—			1,760
Deferred tax liability		8,775		(1,888	)		6,887
Total liabilities assumed		19,766		(1,888	)		17,878
Net assets acquired	$	367,234	$	2,914		$	370,148

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the TTR Merger are provided in the table below (in thousands):

Intangible	As Reported December 31, 2020		Measurement Period Adjustment			As Adjusted Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	26,000	$	(5,000	)	$	21,000	Multi-period excess earnings-income approach	18%	6 years
Developed technology		9,600		—			9,600	Relief from royalty-income approach and replacement cost method-cost approach	17% to 18%	3 to 6 years
Tradename		5,800		—			5,800	Relief from royalty-income approach	17%	2 years
Contract backlog		5,800		(2,500	)		3,300	Multi-period excess earnings-income approach	17%	3 years
Noncompetition agreements		1,800		—			1,800	With-and-without valuation-income approach	19%	5 years

Business Licenses

Business Acquisition [Line Items]

Summary of Reconciliation of Preliminary Total Consideration

A reconciliation of preliminary total consideration as of December 31, 2020, and total consideration as of December 31, 2021, is presented below (in thousands):

	As Reported December 31, 2020		Measurement Period Adjustment			As Adjusted Value
Cash paid at closing	$	64,812	$	—		$	64,812
Fair value of holdbacks		11,415		(306	)		11,109
Fair value of earnout provision		18,728		(1,328	)		17,400
Total consideration	$	94,955	$	(1,634	)	$	93,321

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Estimated fair values of the assets acquired and the liabilities assumed in the Business Licenses Purchase as of the acquisition date are provided in the following table (in thousands):

	As Reported December 31, 2020		Measurement Period Adjustment			As Adjusted Value
Assets acquired:
Cash and cash equivalents	$	120	$	—		$	120
Trade accounts receivable		1,326		—			1,326
Customer fund assets		1,074		—			1,074
Other current assets		101		—			101
Operating lease right-of-use assets		1,644		—			1,644
Property and equipment		87		—			87
Developed technology, customer relationships, and other intangibles		19,525		—			19,525
Goodwill		73,775		(1,634	)		72,141
Other noncurrent assets		31		—			31
Total assets acquired		97,683		(1,634	)		96,049
Liabilities assumed:
Accrued expenses		56		—			56
Customer fund obligations		1,028		—			1,028
Operating lease liabilities		1,644		—			1,644
Total liabilities assumed		2,728		—			2,728
Net assets acquired	$	94,955	$	(1,634	)	$	93,321

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Business Licenses Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	15,000	Multi-period excess earnings-income approach	19.5%	6 years
Developed technology		3,625	Relief from royalty-income approach and replacement cost method-cost approach	19.5%	1 to 5 years
Noncompetition agreements		500	With-and-without valuation-income approach	19.5%	5 years
Tradename		400	Relief from royalty-income approach	19.5%	1 year

Impendulo | Fair Value

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Fair values of the assets acquired and the liabilities assumed in the Impendulo Purchase as of the acquisition date are provided in the following table (in thousands):

	As Reported December 31, 2020		Measurement Period Adjustment		As Adjusted Value
Assets acquired:
Cash and cash equivalents	$	1,347	$	—	$	1,347
Trade accounts receivable		371		—		371
Other assets		147		—		147
Developed technology, customer relationships, and other intangibles		3,617		—		3,617
Goodwill		10,217		425		10,642
Total assets acquired		15,699		425		16,124
Liabilities assumed:
Trade payables and accrued expenses		663		—		663
Deferred revenue and contract liabilities		694		—		694
Deferred tax liability		745		—		745
Total liabilities assumed		2,102		—		2,102
Net assets acquired	$	13,597	$	425	$	14,022

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Impendulo Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationship	$	2,964	Multi-period excess earnings-income approach	20%	6 years
Developed technology		616	Relief from royalty-income approach	20%	6 years
Tradename		37	Relief from royalty-income approach	20%	1 year