UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to |
Commission File
Number 001-38525
AVALARA, INC.
(Exact name of Registrant as specified in its Charter)
Washington | 91-1995935 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
255 South King Street, Suite 1800 Seattle, WA | 98104 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (206)
826-4900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock , Par Value $0.0001 Per Share | AVLR | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2
of the Exchange Act.Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act). YES ☐ NO ☒The aggregate market value of the voting and
non-voting
common equity held bynon-affiliates
of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June 30, 2020 was $10,322 million.The number of shares of Registrant’s Common Stock outstanding as of February 18, 2021 was 85,426,659.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Shareholders, are incorporated by reference into Part III of this report. The Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
EXPLANATORY NOTE
Avalara, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its annual report on
Form 10-K
for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 25, 2021 (the “OriginalForm 10-K”),
in order to file the correct Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm filed as Exhibit 23.1 to the OriginalForm 10-K.
This Amendment No. 1 should be read in conjunction with the Original
Form 10-K,
which continues to speak as of the date of the OriginalForm 10-K.
Other than the filing of the corrected Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm mentioned above, this Amendment No. 1 does not modify or update the disclosures in the OriginalForm 10-K
in any way. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the OriginalForm 10-K
or modify or update any related or other disclosures.Item 15. | Exhibits, Financial Statement Schedules. |
(a) The following documents are filed as part of this Annual Report on Form
10-K:
(1) | Consolidated Financial Statements |
The financial statements filed as part of this Annual Report on
Form 10-K
are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report onForm 10-K.
(2) | Financial Statement Schedules |
All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Annual Report on
Form 10-K.
(3) | Exhibits |
The documents listed in the Exhibit Index of this Annual Report on
Form 10-K
are incorporated by reference or are filed with this Annual Report onForm 10-K,
in each case as indicated therein (numbered in accordance with Item 601 ofRegulation S-K).
In reviewing the agreements included as exhibits to this Annual Report on
Form 10-K,
please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement. The agreements may contain representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the applicable agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of such agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the applicable agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in Company’s public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.Exhibit Index
Exhibit Number | Description | |
2.1 | ||
2.2 | ||
3.1 | ||
3.2 | ||
4.1 |
4.2 | ||
10.1+ | ||
10.2+ | ||
10.3**+ | ||
10.4+ | ||
10.5**+ | ||
10.6+ | ||
10.7+ | ||
10.8+ | ||
10.9+ | ||
10.10+ | ||
10.11+ | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 |
10.16 | ||
10.17 | ||
10.18 | ||
10.19 | ||
10.20 | ||
21.1** | ||
23.1* | ||
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH** | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Previously filed. |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized
.
Avalara, Inc. | ||||||
Date: March 22, 2021 | By: | /s/ Ross Tennenbaum | ||||
Ross Tennenbaum | ||||||
Chief Financial Officer and Treasurer (Principal Financial Officer) |