M&A negotiations and sales tax liability
It’s a common scenario: A company has decided to sell, then due diligence turns up a $2 million...
WorthPoint sells a subscription to their database, which is not considered tangible personal property and does not fall neatly into any software classification. The database is more closely aligned with an information service whose taxability varies greatly across the states. WorthPoint is headquartered in Atlanta, and in 2018, they only had employees living in two other states outside of Georgia. Before the South Dakota v. Wayfair decision, none of those states taxed WorthPoint’s digital subscriptions, so there was no sales tax obligation.
When the Wayfair ruling came down, the need to better understand their economic nexus footprint became important. With an explosive 200% growth over the previous two years, WorthPoint realized they had a much larger nexus footprint due to economic nexus and no established way to manage or track sales tax internally. Also due to their growth, they had hired more employees in additional states, making their physical nexus footprint grow as well.
WorthPoint faced a challenge. They knew their sales tax obligation would be expanding dramatically, but with no internal bandwidth to devote to the issue, they needed outside support. They eventually turned to a trusted business advisor who recommended a conversation with TaxConnex.
WorthPoint needed a way to register for all their sales tax licenses, calculate sales tax, file sales tax returns, remit payments, and manage the overall compliance process. The team talked to various resources – some pure technology companies and others like TaxConnex that focus on providing a sales tax service. They concluded that a combined approach – retaining an attorney focused on each state’s sales tax laws, leveraging software for the calculations, and working with TaxConnex to round out the overall sales tax process - was the best path forward.
“With customers all over the United States, the sales tax issue was quickly becoming too complicated for us to manage,” explained Neal McAtee, CFO at WorthPoint. “I liked what TaxConnex offered. They were focused on us as well as registering, filing, and paying sales tax, plus they offered a fair price, so it just made sense to work with them.”
WorthPoint had already chosen Avalara’s AvaTax program to calculate and apply the applicable sales tax to their invoices. The fact that TaxConnex had a relationship with Avalara and understood exactly what data would need to be extracted from the system gave WorthPoint even more confidence they were making the right move.
WorthPoint was comfortable with a software solution to calculate their sales tax, but wanted someone that understood all the intricacies of how to get registered in each state, where sales tax was due, and how to file those taxes each month; something TaxConnex was able to deliver.
“We send one wire a month to TaxConnex, and they disperse the payments as needed. It could not be easier,” McAtee said.
TaxConnex partners each of their clients with a dedicated practitioner. That practitioner spends time with the client to get to know the business and their operating model on a personal level.
“I look to TaxConnex as an extension of our accounting team; I want them to succeed like I want our own company and team to succeed,” explained McAtee.
TaxConnex has been able to provide a simple process that takes the complexities of sales tax off WorthPoint’s plate as they continue to grow as a company.
“States are clearly going to be looking for other sources of revenue post-pandemic,” said McAtee. "With TaxConnex as our partner, it will be easy for us to adjust and adapt as our obligation grows and those changes occur.”
WorthPoint Corporation (WorthPoint®) is a resource for researching, valuing, and preserving antiques, art, and vintage collectibles. Their suite of offerings on WorthPoint.com includes a price guide, a resource gallery for identifying makers’ marks, and a digital library of books from leading publishers on a wide range of collecting topics. WorthPoint gives subscribers access to more than 540 million historical prices and over 1.3 billion photographs. This data is aggregated from online marketplaces, including eBay, and from some of the world’s leading auction houses. WorthPoint offers the largest database of its kind that covers information as far back as the early 2000s.