0001558370-22-002608 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 185,797	$ 271,382
Accounts receivable, net of allowance for credit losses of $262 and $132, respectively	69,555	54,091
Restricted cash	827	1,909
Prepaid expenses and other current assets	18,548	19,202
Total current assets	274,727	346,584
Other assets:
Property and equipment, net	2,935	3,872
Operating lease, right of use assets	12,634
Goodwill	703,371	518,592
Intangible assets, net of accumulated amortization of $169,329 and $127,172, respectively	511,823	396,445
Deferred income taxes	4,073	2,744
Other long-term assets	2,167	1,163
Total assets	1,511,730	1,269,400
Current liabilities:
Accounts payable	7,458	6,394
Accrued expenses	29,830	30,729
Current portion of deferred revenue	45,496	30,662
Current portion of long-term debt	3,020	4,680
Other current liabilities	6,421	2,880
Total current liabilities	92,225	75,345
Long-term liabilities:
Deferred revenue, net of current portion	1,531	545
Deferred income taxes	76,098	75,894
Operating lease liabilities, net of current portion	8,256
Long-term debt, net of current portion and debt discount	291,746	294,100
Other long-term liabilities	25	1,384
Total liabilities	469,881	447,268
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred shares, $0.01 par value, 50,000,000 and no shares authorized as of December 31, 2021 and 2020, respectively, no shares issued and outstanding as of December 31, 2021 and 2020, respectively	0	0
Common shares, 0.01 par value, 600,000,000 shares authorized, 159,658,948 and 152,979,479 shares outstanding at December 31, 2021 and 2020, respectively	1,596	1,529
Additional paid-in capital	1,119,821	884,528
Accumulated deficit	(75,604)	(62,338)
Accumulated other comprehensive loss	(3,926)	(1,587)
Treasury stock at cost, 1,100 and no shares at December 31, 2021 and 2020, respectively	(38)
Total stockholders' equity	1,041,849	822,132
Total liabilities and stockholders' equity	$ 1,511,730	$ 1,269,400

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 262	$ 132
Accumulated amortization	$ 169,329	$ 127,172
Preferred share, par value	$ 0.01	$ 0.01
Preferred share, shares authorized	50,000,000	0
Preferred share, shares issued	0	0
Preferred share, shares outstanding	0	0
Common share, par value	$ 0.01	$ 0.01
Common share, shares authorized	600,000,000	600,000,000
Common share, shares outstanding	159,658,948	152,979,479
Treasury stock	1,100	0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Revenues	$ 286,104	$ 243,530	$ 208,511
Cost of revenues	111,616	100,765	79,770
Operating expenses:
Sales and marketing	20,141	19,202	10,732
Research and development	20,379	19,644	11,633
General and administrative	79,539	88,482	47,926
Intangible asset amortization	38,715	37,414	36,241
Depreciation and amortization expense	2,135	2,443	2,596
Total operating expenses	160,909	167,185	109,128
Income (loss) from operations	13,579	(24,420)	19,613
Other expenses:
Interest expense	(16,837)	(25,296)	(28,004)
Miscellaneous, net	(117)	(465)	(760)
Total other expenses	(16,954)	(25,761)	(28,764)
Loss before income taxes	(3,375)	(50,181)	(9,151)
Provision for (benefit) from income taxes	9,891	(784)	(225)
Net loss	(13,266)	(49,397)	(8,926)
Other comprehensive income (loss)
Foreign currency translation adjustment, net of tax of $195, $(227), $267	(5,154)	5,045	433
Change in fair value of interest rate swap, net of tax of $(16), $(384), $(520)	547	(1,135)	(4,283)
Reclassification of fair value of interest rate swap, net of tax of $(765), $0, $0	2,268
Total other comprehensive income (loss)	(2,339)	3,910	(3,850)
Comprehensive loss	$ (15,605)	$ (45,487)	$ (12,776)
Net loss per common shares
Basic (in dollar per share)	$ (0.09)	$ (0.37)	$ (0.07)
Diluted (in dollar per share)	$ (0.09)	$ (0.37)	$ (0.07)
Weighted average common shares outstanding:
Basic (in shares)	149,842,668	133,247,212	132,407,786
Diluted (in shares)	149,842,668	133,247,212	132,407,786

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Foreign currency translation adjustment, tax expense (benefit)	$ 195	$ (227)	$ 267
Change in fair value from interest rate swap, tax expense (benefit)	(16)	(384)	(520)
Reclassification of fair value of interest rate swap, tax expense (benefit)	$ (765)	$ 0	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands	COMMON STOCK	ADDITIONAL PAID-IN CAPITAL	RETAINED EARNINGS (ACCUMULATED DEFICITS) Cumulative effect adjustment upon adoption of Topic 606	RETAINED EARNINGS (ACCUMULATED DEFICITS)	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	TREASURY STOCK	Cumulative effect adjustment upon adoption of Topic 606	Total
Beginning balance at Dec. 31, 2018	$ 1,324	$ 507,524	$ 10,417	$ (14,432)	$ (1,647)		$ 10,417	$ 492,769
Beginning balance (in shares) at Dec. 31, 2018	132,407,786
Increase (Decrease) in Stockholders' Equity
Equity-based compensation awards		1,691						1,691
Repurchase of Parent Class B units		(703)						(703)
Capital contribution		650						650
Change in fair value from interest rate swap, net of tax					(4,283)			(4,283)
Net loss				(8,926)				(8,926)
Foreign currency translation adjustment, net of tax					433			433
Ending balance at Dec. 31, 2019	$ 1,324	509,162		(12,941)	(5,497)			492,048
Ending balance (in shares) at Dec. 31, 2019	132,407,786
Increase (Decrease) in Stockholders' Equity
Equity-based compensation awards	$ 59	64,448						64,507
Equity-based compensation awards, (in shares)	5,941,693
Repurchase of Parent Class B units		(1,079)						(1,079)
Capital contribution		250						250
Issuance common stock from public offering, net	$ 146	311,747						311,893
Issuance common stock from public offering, net (in shares)	14,630,000
Change in fair value from interest rate swap, net of tax					(1,135)			(1,135)
Net loss				(49,397)				(49,397)
Foreign currency translation adjustment, net of tax					5,045			5,045
Ending balance at Dec. 31, 2020	$ 1,529	884,528		(62,338)	(1,587)			822,132
Ending balance (in shares) at Dec. 31, 2020	152,979,479
Increase (Decrease) in Stockholders' Equity
Stock offerings	$ 45	133,306						133,351
Stock offerings (in shares)	4,500,000
Equity-based compensation awards		29,483						29,483
Equity-based compensation awards, (in shares)	(59,148)
Common stock issued in connection with Pinnacle acquisition	$ 22	72,738						72,760
Common stock issued in connection with Pinnacle acquisition (in shares)	2,239,717
Restricted stock withheld for tax liability and in treasury						$ (38)		(38)
Restricted stock withheld for tax liability and in treasury (in shares)	(1,100)
Restricted stock unit withheld for tax liability		(234)						(234)
Change in fair value from interest rate swap, net of tax					547			547
Reclassification of fair value of interest rate swap, net of tax					2,268			2,268
Net loss				(13,266)				(13,266)
Foreign currency translation adjustment, net of tax					(5,154)			(5,154)
Ending balance at Dec. 31, 2021	$ 1,596	$ 1,119,821		$ (75,604)	$ (3,926)	$ (38)		$ 1,041,849
Ending balance (in shares) at Dec. 31, 2021	159,658,948

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (13,266)	$ (49,397)	$ (8,926)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of property and equipment	2,135	2,443	2,596
Amortization of intangible assets	42,980	40,310	38,964
Amortization of debt issuance costs	1,531	1,520	1,536
(Recovery of) provision for credit losses	130	(53)	10
Loss on retirement of assets	351	19	113
Equity-based compensation expense	29,483	64,507	1,691
Unrealized loss on derivative	1,144
Deferred income taxes	(1,184)	(7,825)	(6,703)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(10,066)	(3,932)	(1,521)
Prepaid expenses and other assets	585	(8,257)	(1,831)
Accounts payable and accrued expenses	1,130	2,381	10,031
Deferred revenue	5,435	3,094	2,065
Net cash provided by operating activities	60,388	44,810	38,025
Cash flows from investing activities:
Capital expenditures	(1,143)	(863)	(2,107)
Capitalized development costs	(7,759)	(7,074)	(7,410)
Business acquisitions, net of cash acquired	(261,020)	(675)
Net cash used in investing activities	(269,922)	(8,612)	(9,517)
Cash flows from financing activities:
Capital contributions		250	650
Unit repurchase		(1,079)	(703)
Proceeds from issuance of common stock, net of underwriter's' discounts and commissions	133,351	316,301
Proceeds from borrowings on long-term debt	89
Payments on long-term debt and finance lease obligations	(3,973)	(104,358)	(3,436)
Proceeds from line of credit		19,880
Payments on financing component of interest rate swap	(1,095)
Payments on line of credit		(19,880)	(5,000)
Payments of deferred offering costs	(1,767)	(2,900)
Payment of debt issuance costs	(2,942)
Payment of taxes on shares and units withheld for employee taxes	(272)
Net cash provided by (used in) financing activities	123,391	208,214	(8,489)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	(524)	(883)	(2,444)
Net (decrease) increase in cash and cash equivalents, and restricted cash	(86,667)	243,529	17,575
Cash and cash equivalents, and restricted cash, at beginning of period	273,291	29,762	12,187
Cash and cash equivalents, and restricted cash, at end of period	186,624	273,291	29,762
Supplemental disclosures of cash flow information
Cash paid for interest	14,169	27,607	26,428
Cash paid for taxes	8,595	12,278	$ 4,109
Supplemental schedule of noncash investing and financing activities
Property and equipment controlled through capital lease obligations		831
Deferred offering costs, accrued but not paid		$ 1,767
Operating right-of-use assets recognized upon adoption of ASC 842	15,857
Operating lease liability recognized upon adoption of ASC 842	$ 16,809
Common shares issued in connection with the Pinnacle acquisition	72,760

Description of Business

12 Months Ended

Dec. 31, 2021

Description of Business

Description of Business

1. Description of Business

Certara, Inc. and its wholly-owned subsidiaries (together, the “Company”) deliver software products and technology-driven services to customers to efficiently carry out and realize the full benefits of biosimulation in drug discovery, preclinical and clinical research, regulatory submissions and market access. The Company is a global leader in biosimulation, and the Company’s biosimulation software and technology-driven services help optimize, streamline, or even waive certain clinical trials to accelerate programs, reduce costs, and increase the probability of success. The Company’s regulatory science and market access software and services are underpinned by technologies such as regulatory submissions software, natural language processing, and Bayesian analytics. When combined, these solutions allow the Company to offer customers end-to-end support across the entire product life cycle. On October 1, 2020, the Company amended the certificate of incorporation of EQT Avatar Topco, Inc. to change the name of the Company to Certara, Inc.

The Company has operations in the United States, Canada, Spain, Luxembourg, Portugal, United Kingdom, Germany, France, Netherlands, Denmark, Switzerland, Italy, Poland, Japan, Philippines, India, Australia and China.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

(a) Basis of Presentation and Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other estimates, assumptions used in the allocation of the transaction price to separate performance obligations, estimates towards the measure of progress of completion on fixed-price service contracts, the determination of fair values and useful lives of long-lived assets as well as intangible assets, goodwill, allowance for credit losses for accounts receivable, recoverability of deferred tax assets, recognition of deferred revenue, value of interest rate swaps, determination of fair value of equity-based awards and assumptions used in testing for impairment of long-lived assets. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

(b) Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires that at the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”), as if it had originated the contracts. Generally, this results in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements if the acquiree prepared financial statements in accordance with U. S. GAAP. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the ASU is permitted. The Company early adopted ASU 2021-08 early and has carried over the contract assets and liabilities from the 2021 business acquisitions into the Company’s 2021 consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes" which removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The Company adopted this guidance on January 1, 2021 on a prospective basis. The adoption of this guidance did not have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplifies the subsequent measurement of goodwill and eliminated Step 2 test from goodwill impairment test. Step 2 required an entity to perform procedures that determine the fair value of its reporting units at the impairment testing date of its assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with it carrying amount. The Company adopted the standard as of December 31, 2021. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which amended the existing accounting standard for the measurement of credit losses. The new standard primarily requires using the current expected credit losses approach to measure and recognize credit losses of financial assets held at amortization cost. It replaces the existing incurred loss model with an expected loss model and requires using historical data and adjusting for current economic conditions, including reasonable and supportable forecasts to estimate credit losses to be expected. The Company adopted the standard as of December 31, 2021. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which supersedes FASB Topic 840, “Leases (Topic 840)” and requires lessees to recognize most leases on the balance sheet with a corresponding right of use asset. Leases will be classified as financing or operating which will drive the expense recognition pattern. For lessees, the income statement presentation and expense recognition pattern for financing and operating leases is similar to the current model for capital and operating leases, respectively. Companies may elect to exclude short-term leases. The update also requires additional disclosures that will better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the new standard as of January 1, 2021, due to its loss of emerging growth company (“EGC”) status, using the effective date transition method. As permitted under the effective date transition method, financial information and disclosure for periods prior to the date of initial application was not updated. An adjustment to opening accumulated deficit was not required in conjunction with the Company’s adoption. The Company has elected not to reassess whether expired or existing contracts contain leases, nor did the Company reassess the classification of existing leases as of the adoption date. The Company did not use hindsight in the assessment of lease terms as of the effective date. For additional information, see Note 14 - Leases.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance”. The ASU requires that entities increase disclosures about government assistance received relating to accounting policy, nature of the assistance, and the effect of the assistance on the financial statements. The ASU is effective for annual periods beginning after December 15, 2021. Early application of the ASU is permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

(d) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

(e) Fair Value Measurements

The Company follows FASB ASC 820-10, “Fair Value Measurements” (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and requires certain disclosures about fair value measurements.

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the most advantageous market for the asset or liability in an orderly transaction. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value.

Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical securities as of the reporting date;

Level 2 — Inputs to the valuation methodology are other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk etc. as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and

Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little, or no market activity of the securities and the reporting entity makes estimates and assumptions relating to the pricing of the securities including assumptions regarding risk.

If the inputs used to measure fair value fall in different levels of the fair value hierarchy, the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For the acquisitions noted in Note 5, the fair value measurement methods used to estimate the fair value of the assets acquired and liabilities assumed at the acquisition dates utilized a number of significant unobservable inputs of Level 3 assumptions. These assumptions included, among other things, projections of future operating results, implied fair value of assets using an income approach by preparing a discounted cash flow analysis, and other subjective assumptions.

Interest rate swaps are valued in the market using discounted cash flows techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flows’ calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative instrument valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

(f) Cash and Cash Equivalents and Restricted Cash

Cash equivalents include highly-liquid investments with maturities of three months or less from the date purchased. At times, cash balances held at financial institutions were in excess of the Federal Deposit Insurance Corporation’s (“FDIC”) insured limits; however, the Company primarily places its temporary cash with high-credit quality financial institutions. The Company has never experienced losses related to these balances and believes it is not exposed to any significant credit risk on cash.

Restricted cash represents cash that is reserved to support a financing program and unexpended restricted grant funds. The restricted cash balance was $827 and $1,909 at December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the carrying values reflected in the Consolidated Balance Sheets reasonably approximate the fair values of cash and cash equivalents and restricted cash due to the short-term maturity of these items. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts presented in the consolidated statements of cash flows:


	DECEMBER 31,
	2021		2020		2019
Cash and cash equivalents	$	185,797	$	271,382	$	29,256
Restricted cash, current		827		1,909		506
Total cash and cash equivalents, and restricted cash	$	186,624	$	273,291	$	29,762

(g) Accounts Receivable

Accounts receivable includes current outstanding invoices billed to customers. Invoices are typically issued with net 30-days to net 90-days terms upon delivery of product or upon achievement of billable events for service-based contracts.

Unbilled receivables relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Unbilled receivables are billed and transferred to customer accounts receivable when the rights become unconditional. The carrying amount of accounts receivable is reduced by a valuation allowance.

The Company estimates the expected credit losses for trade receivables using historical loss data adjusted for current economic conditions, including reasonable and supportable forecasts to estimate relative size of credit losses to be expected under the CECL model. The Company generally writes off a receivable or records a specific allowance for credit losses if the Company determines that the receivable is not collectible. Allowances for credit losses of $262 and $132 were provided in the accompanying consolidated financial statements as of December 31, 2021 and 2020, respectively.


	DECEMBER 31,
	2021		2020
Trade receivables	$	60,167	$	46,395
Unbilled receivables		9,071		7,698
Other receivables		579		130
Allowances for credit losses		(262)		(132)
Accounts receivable, net	$	69,555	$	54,091

The following is the allowance rollforward of credit losses for the Company’s accounts receivable as of December 31, 2021 and 2020.


	DECEMBER 31,
	2021		2020
Beginning balance	$	132	$	185
Provision for credit losses		215		23
Charge-offs		(85)		(89)
Recoveries		—		13
Ending Balance	$	262	$	132

(h) Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization.

Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for equipment and furniture, the shorter of the useful lives of the improvement or the life of the related lease term for leasehold improvements, and one to three years for purchased software. The Company seeks to match the book useful life of assets to the expected productive lives. Assets deemed to be impaired or no longer productive are written down to their net realizable value. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If such events or changes in circumstances are present, an impairment loss would be recognized if the sum of the expected future net cash flows is less than the carrying amount of the asset. An impairment loss would be recorded for the excess of the carrying value of the asset over the estimated fair value. There was no impairment of property and equipment for the years ended December 31, 2021, 2020, and 2019.

(i) Leases

The Company determines if a contract contains a lease at contract inception and whether its classification as either an operating or finance lease at lease commencement. The Company’s current portfolio includes operating leases of real estate and capital leases of equipment. The Company records a lease liability, as of the lease commencement date, in an amount equal to the present value of future fixed payments over the lease term. Options to extend or terminate a lease are considered in the lease term to the extent that the option is reasonably certain of exercise. A right-of-use (“ROU”) asset is recorded in an amount equal to the corresponding lease liability adjusted for prepayments, initial directs costs and lease incentives, if applicable. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases of real estate with a lease term of 12 months or less.

The Company generally uses its incremental borrowing rate in determining the present value of future payments as the rate implicit in the lease is unknown. The incremental borrowing rate represents the rate of interest that the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

Fixed lease payments on operating leases are recognized on a straight-line basis over the lease term, while variable payments are recognized in the period incurred. Variable lease payments include real estate taxes and charges for other non-lease services due to lessors that are not dependent on an index or rate. The Company’s real estate contracts may include fixed consideration attributable to both lease and non-lease components, including non-lease services provided by the lessor, which are accounted for as a single fixed minimum payment. ROU assets under finance leases are depreciated in a manner similar to other property and equipment.

(j) Software Development Costs

Software development costs are accounted for in accordance with FASB ASC Subtopic 985-20 if the software is to be sold, leased or otherwise marketed, or by FASB ASC Subtopic 350-40 if the software is for internal use. After the technological feasibility of the software has been established (for software to be marketed), or at the beginning of application development (for internal-use software), software development costs, which include primarily salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized. Research and development (“R&D”) costs incurred prior to the establishment of technological feasibility (for software to be marketed), or prior to application development (for internal-use software), are expensed as incurred. Software development costs are amortized on a product-by-product basis commencing on the date of general release of the products (for software to be marketed) or the date placed in service (for internal-use software). During the years ended December 31, 2021, 2020 and 2019, costs of $7,759, $7,074, and $7,410, respectively, were capitalized related to software development activities. Software development costs for software to be marketed are amortized using the straight-line method over its estimated useful life, which is typically three years. The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If such events or changes in circumstances are present, an impairment loss would be recognized if the sum of the expected future net cash flows is less than the carrying amount of the asset. An impairment loss would be recorded for the excess of the carrying value of the asset over the estimated fair value. There was no impairment of software development costs for the years ended December 31, 2021, 2020, and 2019.

(k) Debt Issuance Costs

Debt issuance costs are capitalized and amortized over the term of the related debt using the effective interest rate method. Amortization of debt issuance costs is included in interest expense within the Consolidated Statements of Operations and Comprehensive Loss. The unamortized amount is included as an offset against long-term debt on the Consolidated Balance Sheets. Debt issuance costs related to line-of-credit arrangements are capitalized and are included in other long-term assets on the Consolidated Balance Sheets. The capitalized costs are amortized ratably over the term of the line-of-credit arrangement. The amortization costs are included in interest expense within the Consolidated Statements of Operations and Comprehensive Loss, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

(l) Goodwill and Other Intangible Assets

The Company has four reporting units – Software reporting unit (“Software”), SimCyp reporting unit (“SimCyp”), Integrated Drug Development reporting unit (“IDD”), and Regulatory Writing reporting unit (“Regulatory Writing”) which are within a single operating segment of the Company. Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. When testing goodwill for impairment, the Company performs a qualitative assessment to determine whether events or circumstances lead to a determination that it is more-likely-than-not that the fair values of the reporting units are less than their carrying amounts. If the Company determines that it is not more-likely-than-not that the fair values of the reporting units are less than their carrying values, no further assessment is performed. If the Company determines that it is more-likely-than-not that the fair values of the report units are less than carrying value, the Company proceed to perform a quantitative goodwill impairment test. If the result of the quantitative test show that carrying amount of reporting unit exceeds its fair values, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

For the years ended December 31, 2021, 2020, and 2019, the Company performed quantitative assessments of goodwill. The most recent assessment was performed on October 1, 2021. The quantitative assessments resulted in no impairment as the estimated fair value of each reporting unit significantly exceeded its carrying value. Accordingly, no impairment loss was recorded for the years ended December 31, 2021, 2020, and 2019.

Other identifiable intangible assets with finite lives, such as software products acquired in acquisitions, non-compete agreements, tradenames and customer relationship assets, are amortized over their estimated lives using either a straight-line method or a method based on pattern of expected economic benefit of the asset as follows: acquired software — 3 to 14 years; non-compete agreements — 2 to 5 years; tradenames — 20 years; customer relationships — 11 to 16 years; and trademarks — 10 to 17 years. The Company evaluates finite intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset might not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount.

There were no impairment charges related to intangible assets for the years ended December 31, 2021, 2020, and 2019.

(m) Foreign Currency Translation

Generally, the functional currency of the Company’s international subsidiaries is the local currency of the country in which they operate. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each reporting period. Revenue and expenses for these subsidiaries are translated using average exchange rates prevailing during the period. Gains and losses from these translations are recognized as a cumulative translation adjustment and included as a separate component in accumulated other comprehensive loss within stockholders’ equity.

For transactions that are not denominated in the local functional currency, the Company remeasures monetary assets and liabilities at exchange rates in effect at the end of each reporting period. Foreign currency transaction gains and losses are included net within comprehensive gain or loss in the Consolidated Statements of Operations and Comprehensive Loss and resulted in foreign currency gain (losses) of $175, $(715), and $(431) for the years ended December 31, 2021, 2020, and 2019, respectively.

(n) Derivative Instruments

In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates. The Company has chosen to manage this risk through the use of derivative financial instruments that consist of interest rate swap contracts. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes. The objective in managing exposure to market risk is to limit the impact on cash flows. To qualify for hedge accounting, the interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In

addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and be expected to remain, probable of occurring in accordance with the related assertions.

FASB ASC 815, “Derivatives and Hedging,” requires the Company to recognize all derivatives on the balance sheet at fair value. The Company may enter into derivative contracts such as interest rate swap contracts that effectively convert portions of the Company’s floating rate debt to a fixed rate, which serves to mitigate interest rate risk. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company has an interest rate swap agreement that was designated as a cash flow hedge of interest rate risk for a notional amount of $230,000 that fixed the interest rate at 2.1284%, non-inclusive of the fixed credit spread through May 31, 2022. In the second quarter of 2021, the Company determined that the hedge had not been highly effective from April 2018 and did not qualify for hedge accounting. As a result, the Company performed an analysis of the materiality of the out of period error correction in accordance with ASC 250, “Accounting Changes and Error Corrections”, both quantitively and qualitatively, and concluded that the error correction was immaterial to all periods. The Company reclassified $3,033 of accumulated comprehensive loss to interest expense in the Consolidated Statements of Operations and Comprehensive Loss in the second quarter of 2021. Changes in the fair value of the interest rate swap recognized in interest expense excluding the reclassification discussed previously for the year ended December 31, 2021 amounted to $638.

On August 31, 2021, the Company entered an amendment to the interest rate swap agreement. The amended interest rate swap agreement does not in its entirety meet the definition of a derivative instrument because of its off market fixed rate at inception and is deemed to be a hybrid instrument with a financing component and an embedded at-the-market derivative. Such embedded derivative is bifurcated and accounted for separately. At inception, the financing component of $1,966 was recorded as the amortized cost. The embedded at-the-market derivative was designated and qualified as a cash flow hedge of interest rate risk for a notional amount of $230,000 that fixed the interest rate at 1.2757%, non-inclusive of the fixed credit spread through May 31, 2022. The fair value of the embedded at-the-market derivative is recognized in the Consolidated Balance Sheets and the changes in the fair value of the embedded at-the-market derivative is recognized in other comprehensive income(loss). At December 31, 2021, the financing component is recorded as current portion of interest rate swap liability in the amount of $1,088 and is included in other current liabilities on the Consolidated Balance Sheet. Due to an other-than-insignificant financing element on a portion of such hybrid instrument, the cash flows associated with this hybrid instrument are classified as financing activities in the Consolidated Statements of Cash Flows. At December 31, 2021, the Company recorded the fair value of the embedded at-the-market derivative as current portion of interest rate swap assets in the amount of $57 in prepaid expenses and other current assets on the Consolidated Balance Sheet.

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2021:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	57	$	—	$	57
Total	$	—	$	57	$	—	$	57

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2020:



	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Liability
Interest rate swap liability	$	—	$	3,671	$	—	$	3,671
Total	$	—	$	3,671	$	—	$	3,671

The net amount of deferred gains (losses) related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive loss into interest expense over the next 12 months is insignificant.

(o) Warranty‌

The Company includes an assurance commitment warranting the application software products will perform in accordance with written user documentation and the agreements negotiated with customers. Since the Company does not customize its applications software, warranty costs are insignificant and expensed as incurred.

(p) Earnings per Share

Basic earnings per common share is computed by dividing the net earnings by the weighted-average number of shares outstanding during the reporting period, without consideration for potentially dilutive securities. Diluted earnings per share is computed by dividing the net earnings attributable to stockholders by the weighted-average number of shares and dilutive securities outstanding during the period.

(q) Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, the amount of taxes currently payable or refundable is accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax basis of existing assets and liabilities. Deferred tax assets also include realizable tax losses and tax credit carryforwards.

The deferred tax assets may be reduced by a valuation allowance, which is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In addition, management is required to evaluate all available evidence, both positive and negative, when making its judgment to determine whether to record a valuation allowance for a portion, or all, of its deferred tax assets. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rate is recognized in the period that includes the enactment date.

Uncertainty in Income Taxes

The Company accounts for uncertainty in income taxes using a two-step approach. The first step requires the Company to conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by a tax authority. The second step requires the Company to measure the largest amount of benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon ultimate settlement with tax authority. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Further, the benefit to be recorded in the consolidated financial statements is the amount most likely to be realized assuming a review by the tax authorities having all relevant information and applying current conventions. The Company's policy is to recognize interest and penalties related to income tax positions taken as a component of the provision for income taxes.

The Company has recorded unrecognized tax benefits of $1,059 and $897 as of December 31, 2021 and 2020, respectively. As of and for the years ended December 31, 2021 and 2020, there were no interest or penalties recorded. The Company does not anticipate any significant changes to its uncertain tax positions during the next 12 months. U.S. federal income tax returns are generally subject to examination for a period of three years after the filing of the return. However, the Internal Revenue Service can audit the NOLs generated in respective years in the years that the NOLs are utilized. State income tax returns are generally subject to examination for a period of three to six years after the filing of the respective tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Foreign income tax returns are generally subject to examination based on the tax laws of the respective jurisdictions.

(r) Revenue Recognition

The Company’s revenue consists of fees for perpetual and term licenses for the Company’s software products, post-contract customer support (referred to as maintenance), software as a service (“SaaS”) and professional services including training and other revenue. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company typically recognizes license revenue at a point in time upon delivering the applicable license. The revenue related to the support and maintenance performance obligation will be recognized on an over-time basis using time elapsed methodology. The revenue related to software training and software implementation performance will be recognized at the completion of the service.

The following describes the accounting policies for multiple performance obligations and the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its customers.

Arrangements with Multiple Performance Obligations

For contracts with multiple performance obligations, the Company determines if the products or services are distinct and allocates the consideration to each distinct performance obligation on a relative standalone selling price basis. When products and services are not distinct, the Company determines an appropriate measure of progress based on the nature of its overall promise for the single performance obligation. The delivery of a particular type of software and each of the user licenses would be one performance obligation. However, any training, implementation, or support and maintenance promises as part of the software license agreement would be considered separate performance obligations, as those promises are distinct and separately identifiable from the software licenses. The payment terms in these arrangements are sufficiently short such that there is no significant financing component to the transaction.

Software Licenses and Support

License revenue includes perpetual license fees and term license fees, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the use of software. Both revenues from perpetual license and term license performance obligations are generally recognized upfront at the point in time when the software license has been delivered.

A source of software license revenue is from term and bundled licenses that are time-based arrangements for one or multiple software products sold together with maintenance and support for the term of the license arrangement. The Company has determined that post customer support and the right to unspecified enhancements and upgrades on a “when-and-if-available” basis included with term licenses is an immaterial component of the transaction price and, therefore, recognized these performance obligation components up front with the license when delivered. Software License contracts do not provide for any non-cash consideration nor is there consideration payable to a customer.

Software Services

For contracts that include multiple performance obligations, such as a software license plus software training, implementation, and/or maintenance/support, or in contracts where there are multiple software licenses, the transaction price is allocated to each of the performance obligations on a pro-rata basis based on the relative standalone selling price (“SSP”) of each performance obligation. Maintenance services agreements consist of fees for providing software updates and for providing technical support for software products for a specified term. Revenue allocated to maintenance services is recognized ratably over the contract term beginning on the delivery date of each offering. Maintenance contracts generally have a term of one year. Expenses related to maintenance and subscription are recognized as incurred. While transfer of control of the software training and implementation performance obligations are over time, the services are typically started and completed within a few days. Due to the quick nature of the performance obligation from start to finish and the immaterial amounts, the Company recognizes any software training or implementation revenue at the completion of the service. Any unrecognized portion of amounts paid in advance for licenses and services is recorded as

deferred revenue. Certara’s software contracts do not typically include discounts, variable consideration, or options for future purchases that would not be similar to the original goods.

Consortium revenues consist of contractual agreements with customers where the customer receives multiple benefits as part of their contract with the Company, as follows: access to the latest version simulator software, which has at least one new release per year, free access to a preset number of training workshops, a block of consulting hours to be used at the customer’s discretion, as well as voting rights at the annual consortium meeting where development priorities for the upcoming year are set. The Company’s consortium contracts are generally for three years with annual termination clauses and with annual upfront billings. Consortium revenues are recognized over time as the benefits of the consortium arrangement are realized over the course of the contract. Both the training and consulting services performance obligations will utilize an output method to measure the progress at the end of each reporting period. Revenue from the Company’s performance obligation under the simulation license, which provides customers with access to the latest version of the simulation software, is recognized evenly over the contract period.

License revenue and post contract services are combined and reported as software revenue on the Consolidated Statements of Operations and Comprehensive Loss.

Subscription Revenues

Subscription revenues consists of subscription fees for access to, and related support for, our cloud-based solutions. The Company typically invoices subscription fees in advance in annual installments and recognizes subscription revenue ratably over the term of the applicable agreement, usually one to three years which is initially deferred and recognized ratably over the life of the contract. The output method that accurately depicts the transfer of control was determined to be the delivery of accessibility to the customer. Unearned maintenance and subscription revenue are recorded as deferred revenue. The Company’s subscription services arrangements are generally non-cancelable and do not contain refund-type provisions. In rare instances that subscription services arrangements are deemed cancelable, the Company will adjust the transaction price and period for revenue recognition accordingly to be reflective of the contract term. The contract transaction price is based on the fixed fee for each subscription.

Services and Other Revenues

The Company’s primary services offering includes consulting services, which may be either strategic consulting services, reporting and analysis services, regulatory writing services, or any combination of the three. Strategic consulting services consists of consulting, training, and process redesign that enables customers to identify which uncertainties are greatest and matter most and then to design development programs, trial sequences, and individual trials in such a way that those trials systematically reduce the identified uncertainties in the most rapid and cost-effective manner possible.

The Company’s professional services contracts are either time-and-materials, fixed fee or prepaid. Services revenues are generally recognized over time as the services are performed. Generally, these services are delivered to customers electronically. Revenue from time-and-material contracts is recognized on an output basis as labor hours are delivered and/or direct expenses are incurred. Revenues for fixed price services and prepaid are generally recognized over time applying input methods to estimate progress to completion. Accordingly, the number of resources being paid for and varying lengths of time they are being paid for, determine the measure of progress. Training revenues are recognized as the services are performed over time. However, due to short period over which the transfer of control occurs for a classroom or on-site training course, the revenue related to these performance obligations is recognized at the completion of the course for administrative feasibility purposes. The training services generally do not provide for any non-cash consideration nor is there consideration payable to a customer.

At contract inception, the Company assesses the products and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a product or service (or bundle of products or services) that is distinct — i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that may have

multiple performance obligations, including some or all of the following: software licenses, maintenance, subscriptions, professional services and/or training. For these contracts, the Company accounts for individual performance obligations separately if they are distinct within the context of the contract by allocating the contract’s total transaction price to each performance obligation in an amount based on the relative SSP, of each distinct good or service in the contract.

In order to determine the SSP of its promised goods or services, the Company conducts an annual analysis to determine whether its goods or services have an observable SSP. In determining SSP, the Company requires that a substantial majority of the standalone selling prices for goods or services fall within a reasonably narrow pricing range. If the Company does not have a directly observable SSP for a particular good or service, then the Company estimates a SSP by the Company’s overall pricing objectives, taking into consideration market factors, pricing practices including historical discounting, historical standalone sales of similar products, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. The determination of SSP is made by the Company’s management. Selling prices are analyzed at least on an annual basis to identify if the Company has experienced significant changes in its selling prices.

The Company allocates the transaction price to each performance obligation identified in the contract on a relative SSP basis and recognizes revenue when or as it satisfies a performance obligation by transferring control of a product or service to a customer.

Taxes collected from customers and remitted to governmental authorities are not included in revenue. The Company does not incur shipping and handling for its goods as they are generally delivered to a customer electronically.

The Company does not believe that it currently has any rights to return that would result in a material impact to revenues.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (deferred revenue, contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., quarterly or monthly) or upon achievement of contractual milestones.

Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts (i.e., unbilled revenue, a component of accounts receivable in the Consolidated Balance Sheets). Contract assets are billed and transferred to customer accounts receivable when the rights become unconditional. The Company typically invoices customers for term licenses, subscriptions, maintenance and support fees in advance with payment due before the start of the subscription term, ranging from one to three years. The Company records the amounts collected in advance of the satisfaction of performance obligations, usually over time, as a contract liability or deferred revenue. Invoiced amounts for non-cancelable services starting in future periods are included in contract assets and deferred revenue. The portion of deferred revenue that will be recognized within 12 months is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue in the Consolidated Balance Sheets.

The unsatisfied performance obligation as of December 31, 2021 was approximately $91,943.

Deferred Contract Acquisition Costs

Under ASC 606, sales commissions paid to the sales force and the related employer payroll taxes, collectively “deferred contract acquisition costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when paid.

Sources and Timing of Revenue

The Company’s performance obligations are satisfied either over time or at a point in time. The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows:



	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Software licenses transferred at a point in time	$	40,167	$	36,388	$	35,261
Software licenses transferred over time		46,658		37,075		33,080
Service revenues earned over time		199,279		170,067		140,170
Total	$	286,104	$	243,530	$	208,511

(s) Equity-Based Compensation

The Company measures equity-based compensation at fair value and recognizes the expense over the vesting period. Compensation costs for our legacy Class B Units, issued by EQT, that vested based on continued service requirements and the restricted stock into which they were exchanged are recognized on a straight-line basis over the requisite service period. Compensation costs for our restricted stock units are recognized on a straight-line basis over the requisite service period. Compensation costs for our restricted stock exchanged for our legacy Class B Units with performance vesting conditions are recognized using the accelerated attribution approach. Forfeitures are recognized as they occur for all awards.

(t) Comprehensive Income (Loss)

FASB ASC 220, “Comprehensive Income,” establishes standards for reporting of comprehensive income and its components (revenue, gains, and losses) in a full set of general-purpose financial statements. FASB ASC 220 requires that all components of comprehensive income, including net income, be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, and changes in fair value of derivative instruments (interest rate swap agreements) designated as cash flow hedges, shall be reported to arrive at comprehensive (loss). Comprehensive income (loss) is displayed in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The components of other comprehensive income (loss) consisted of foreign currency translation adjustments totaling $(5,154), $5,045 and $433, respectively, and the changes in fair value of interest rate swap (excluding $2,268 reclassification, net of tax), totaling $547, $(1,135), and $(4,283) for the years ended December 31, 2021, 2020, and 2019, respectively.

(u) Reclassification

Certain previously reported amounts in the consolidated financial statements have been reclassified to conform to the current year presentation.

(v) COVID-19

Since the first quarter of 2020, the COVID-19 pandemic has posed a significant threat to public health as well as the global and U.S. economies. The continued spread of variants of COVID-19 may adversely impact our business, financial condition or results of operations as a result of increased costs, negative impacts to our workforce, or a sustained economic downturn. Although the economy has rebounded in many areas, the outlook for containing the outbreak is still highly uncertain. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the global and US economy and our business.

Public Offerings

12 Months Ended

Dec. 31, 2021

Public Offerings

Public Offerings

3. Public Offerings

On December 15, 2020, the Company completed its initial public offering (“IPO”), pursuant to which the Company issued and sold 14,630,000 shares of common stock and certain selling stockholders, including former controlling shareholder, EQT, sold 18,783,250 shares of our common stock (representing the full exercise of the underwriters’ option to purchase additional shares), at a public offering price of $23.00 per share. The Company received net proceeds of $316,301, after deducting underwriters' discounts and commissions. In addition, $4,408 of legal, accounting and other offering costs, net of the tax effect of $259, incurred in connection with the sale of the Company's common stock in the IPO, were capitalized and offset against the proceeds received in the IPO.

The Company is party to a registration rights agreement with EQT AB and its affiliates (“EQT AB”), Arsenal, EQT, and certain other stockholders (“Institutional Investors”). The registration rights agreement was amended and restated in connection with the IPO. It contains provisions that entitle EQT AB, Arsenal, EQT, and the other stockholder parties thereto to certain rights to have their securities registered by the Company under the Securities Act. EQT AB will be entitled to an unlimited number of “demand” registrations, subject to certain limitations. Every stockholder that holds registration rights will also be entitled to customary “piggyback” registration rights. In addition, the amended and restated registration rights agreement provides that the Company will pay certain expenses of the stockholder parties relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act of 1933 (“Securities Act”).

The registration rights agreement will terminate (i) with the prior written consent of the Institutional Investors in connection with a change of control; (ii) for those holders (other than the Institutional Investors) that beneficially own less than 5% of the Company’s outstanding shares, if all of the Registrable Securities then owned by such holder could be sold in any 90-day period pursuant to Rule 144; (iii) as to any holder, if all of the Registrable Securities held by such holder have been sold or otherwise transferred in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom; or (iv) with respect to any holder that is an officer, director, employee or consultant of the Company on the date that is 90 days after the date on which such holder ceases to be an employee, director or consultant (as applicable) of the Company. The rights and obligations do not transfer without the written consent of the Company and the Institutional Investors.

On March 29, 2021, the Company completed an underwritten secondary public offering in which certain selling stockholders, including EQT, sold 11,500,000 shares of the Company’s common stock, including 1,500,000 shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company did not offer any common stock in this transaction and did not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The Company incurred costs of $1,100, recorded in general and administrative expenses, in relation to the secondary public offering.

On September 13, 2021, the Company completed another public offering, at a price of $31.00 per share, pursuant to which the Company sold 4,500,000 shares of its common stock, and certain selling stockholders sold 18,500,000 shares of the Company’s common stock, including 3,000,000 shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $134,096, after deducting underwriters' discounts and commissions. In addition, $745 of legal, accounting and other offering costs incurred in connection with the sale of the Company's common stock in the public offering were capitalized and offset against the proceeds received.

On November 22, 2021, the Company completed another secondary public offering in which certain selling stockholders, including EQT, sold 10,000,000 shares of the Company’s common stock. The Company did not offer any common stock in this transaction and did not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The Company incurred costs of $644, recorded in general and administrative expenses, in relation to the secondary public offering.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Concentrations of Credit Risk

12 Months Ended

Dec. 31, 2021

Concentrations of Credit Risk

Concentrations of Credit Risk

4. Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk have consisted principally of cash and cash equivalent investments and trade receivables. The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments. At December 31, 2021 and 2020, the investments were bank deposits and overnight sweep accounts. The Company has adopted credit policies and standards to evaluate the risk associated with sales that require collateral, such as letters of credit or bank guarantees, whenever deemed necessary. Management believes that any risk of loss is significantly reduced due to the nature of the customers and distributors with which the Company does business.

As of December 31, 2021and 2020, no customer accounted for more than 10% of the Company’s accounts receivable. For the years ended December 31, 2021, 2020, and 2019, no customer accounted for more than 10% of the Company’s revenues.

Business Combinations

12 Months Ended

Dec. 31, 2021

Business Combinations

Business Combinations

5. Business Combinations

Acquisitions have been accounted for using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Amounts allocated to the purchased assets and liabilities are based upon the total purchase price and the estimated fair values of such assets and liabilities on the effective date of the purchase as determined by an independent third party. The results of operations have been included in the Company’s results of operations prospectively from the date of acquisition.

Author! B.V.

On March 2, 2021, the Company completed a transaction which qualified as a business combination for a total consideration of $2,667. The business combination was not material to our consolidated financial statements. Based on the Company’s purchase price allocation, approximately $1,200, $100 and $1,200 of the purchase price was assigned to customer relationships, non-compete agreements and goodwill, respectively.

Insight Medical Writing Limited

On June 7, 2021, the Company completed a transaction which qualified as a business combination for a total consideration of $15,197. The business combination was not material to our consolidated financial statements. Based on the Company’s purchase price allocation, approximately $7,400 and $4,700 of the purchase price was assigned to customer relationships and goodwill, respectively.

Pinnacle 21, LLC

On October 1, 2021, the Company acquired 100% of the equity of Pinnacle. Pinnacle provides software and services for preparing clinical trial data for regulatory submission. The acquisition executes on the Company’s strategy to invest in innovation to increase the use cases of biosimulation and grow adoption of Certara’s end-to-end platform.

The acquisition of Pinnacle was treated as a purchase in accordance with ASC 805, “Business Combinations”, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction.

The following table summarizes the fair value of the consideration paid as well as the fair values of the assets acquired and liabilities assumed as of the date of the acquisition:


Fair value of consideration:	Pinnacle
Cash paid to sellers	$	249,115
Cash paid to others and escrow		17,200
Unregistered shares of Certara, Inc. (2,239,717 shares)		72,760
Total consideration	$	339,075

Assets acquired and liabilities assumed:
Cash and cash equivalents	$	19,409
Accounts receivable		2,925
Other current assets		619
Property and equipment		258
Deferred tax assets		2,907
Identifiable intangible assets:
Trademark		15,800
Acquired software		103,000
Customer relationships		24,600
Goodwill		180,947
Long-term deposits		34
Current liabilities		(794)
Current portion of deferred revenue		(10,630)
Net assets acquired	$	339,075

The fair value of the unregistered shares given as part of the purchase consideration was determined based on the market price of Certara stock on the closing date less a 7% discount for lack of marketability.

The acquisition was structured as an asset acquisition for income tax purposes; therefore, the Company’s tax basis in Pinnacle’s identifiable assets reflects the fair value of consideration paid. However, the company did not recognize tax basis in certain liabilities assumed at the acquisition date; resulting in deferred income taxes being recorded in purchase accounting.

The fair value of the intangible assets is based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements within the fair value measurement hierarchy. The fair value of the customer relationships (Distributor method), trademarks (Relief from Royalty method) and developed technology (Multi-Period Excess Earnings Method) was determined under the income approach.

Goodwill of $180,947 was recorded to reflect the excess of the purchase price over the estimated fair value of the net identifiable assets acquired, which is generally deductible for income tax purposes. The excess of the purchase prices over the fair values of the acquired business's net assets represent cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforces acquired, and has been allocated to goodwill.

The current purchase price allocation is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

The Company incurred $7,615 of transaction costs related to this acquisition, which are included in general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, 2021.

The results of operations of the acquired business and the fair value of the acquired assets and liabilities assumed are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The Company’s Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021 includes revenues of $6,129 and a net income of $380 which includes the effects of purchase accounting adjustments, primarily changes in amortization of intangible assets.

Supplemental Pro Forma Information (unaudited)

The following unaudited pro forma combined financial information assumes that the acquisition of Pinnacle occurred on January 1, 2020.


	For the year ended December 31
		2021		2020
Revenues	$	303,234	$	262,048
Net loss	$	(11,307)	$	(49,012)

The unaudited pro forma combined results for the years ended December 31, 2021 and 2020 primarily include the following pro forma adjustments:

●

Incremental amortization expense, net of tax, related to Pinnacle purchased intangible assets in an amount of $5,246 and $7,001 for the years ended December 31, 2021 and 2020, respectively.

●

Incremental equity-based compensation expense, net of tax, related to replacement awards in an amount of $641 and $856 for the years ended December 31, 2021 and 2020, respectively.

Integrated Nonclinical Development Solutions, Inc.

On January 3, 2022, the Company completed the acquisition of Integrated Nonclinical Development Solutions, Inc. (“INDS”), a company that provides the SEND Explorer® software and drug development consulting, for total consideration of $7,078. The Company will complete the initial accounting for the acquisition of INDS, including the allocation of purchase consideration, in the first quarter of 2022.

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information

12 Months Ended

Dec. 31, 2021

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information

6. Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information

Prepaid and other current assets consisted of the following:


	DECEMBER 31,
	2021		2020
Prepaid expenses	$	8,973	$	7,372
Income tax receivable		4,800		7,098
Research and development tax credit receivable		3,951		3,610
Current portion of interest rate swap asset		57		—
Other current assets		767		1,122
Prepaid expenses and other current assets	$	18,548	$	19,202

Other long-term assets consisted of the following:


	DECEMBER 31,
	2021		2020
Long-term deposits	$	1,160	$	1,163
Deferred financing cost		1,007		—
Total other long-term assets	$	2,167	$	1,163

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and Equipment

7. Property and Equipment

Property and equipment consisted of the following:


	DECEMBER 31,
	2021		2020
Computer and office equipment	$	5,955	$	5,619
Furniture		3,075		3,147
Purchased software for internal use		698		679
Leasehold improvements		1,762		2,386
Property and equipment		11,490		11,831
Less: Accumulated depreciation and amortization		(8,555)		(7,959)
Property and equipment, net	$	2,935	$	3,872

Depreciation and amortization expense were $2,135, $2,443, and $2,596 for the years ended December 31, 2021, 2020, and 2019, respectively.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

8. Goodwill and Other Intangible Assets

The following table presents the Company’s intangible assets (other than goodwill) and the related amortization:


	WEIGHTED
	AVERAGE	DECEMBER 31, 2021						DECEMBER 31, 2020
	AMORTIZATION	GROSS						GROSS
	PERIOD	CARRYING		ACCUMULATED				CARRYING		ACCUMULATED
	(IN YEARS)	AMOUNT		AMORTIZATION		NET		AMOUNT		AMORTIZATION		NET
Acquired software	14.38	$	127,123	$	(12,258)	$	114,865	$	24,275	$	(8,099)	$	16,176
Capitalized software development costs	2.71		31,477		(20,137)		11,340		24,009		(13,930)		10,079
Non-compete agreements	1.73		1,391		(1,247)		144		1,353		(1,145)		208
Trade names	15.36		56,483		(9,142)		47,341		40,683		(6,845)		33,838
Customer relationships	11.04		464,678		(126,545)		338,133		433,297		(97,153)		336,144
Total		$	681,152	$	(169,329)	$	511,823	$	523,617	$	(127,172)	$	396,445

Amortization expense for intangible assets was $42,980, $40,310, and $38,964 for the years ended December 31, 2021, 2020, and 2019, respectively. Amortization expense of $4,265, $2,896, and $2,723 was recorded in cost of revenues for the years ended December 31, 2021, 2020, and 2019, respectively.

The remaining amortization of $38,715, $37,414, and $36,241 was recorded in operating expenses for the years ended December 31, 2021, 2020, and 2019, respectively.

Based on the current amount of intangibles subject to amortization, the estimated annual amortization expense for each of the succeeding five years and thereafter is as follows:


			CAPITALIZED
			SOFTWARE		NON-
	ACQUIRED		DEVELOPMENT		COMPETE		TRADE		CUSTOMER
	SOFTWARE		COSTS		AGREEMENTS		NAMES		RELATIONSHIPS		TOTAL
2022	$	9,243	$	5,316	$	97	$	3,087	$	31,134	$	48,877
2023		9,054		3,690		43		3,087		31,134		47,008
2024		8,686		2,310		4		3,087		31,134		45,221
2025		8,531		24		—		3,087		31,134		42,776
2026		8,388		—		—		3,087		31,134		42,609
Thereafter		70,963		—		—		31,906		182,463		285,332
Total	$	114,865	$	11,340	$	144	$	47,341	$	338,133	$	511,823

Goodwill

The Company has not recognized any impairment charges for the years ended December 31, 2021, 2020, and 2019. A reconciliation of the change in the carrying value of goodwill is as follows:


Balance, December 31, 2019	$	514,996
Goodwill associated with 2020 business combinations		685
Foreign currency translation		2,911
Balance, December 31, 2020		518,592
Goodwill associated with 2021 business combinations		186,771
Foreign currency translation		(1,992)
Balance, December 31, 2021	$	703,371

Accrued Expenses and Other Supplemental Liabilities Information

12 Months Ended

Dec. 31, 2021

Accrued Expenses and Other Supplemental Liabilities Information

Accrued Expenses and Other Supplemental Liabilities Information

9. Accrued Expenses and Other Supplemental Liabilities Information

Accrued expenses consist of the following:


	DECEMBER 31,
	2021		2020
Accrued compensation	$	24,848	$	24,941
Accrued severance		—		143
Product distributor fees		—		149
Legal and professional accruals		2,477		2,779
Local sales and VAT taxes		—		58
Interest payable		96		39
Income taxes payable		1,398		854
Deferred rent		—		919
Contingent earn out		—		230
Other		1,011		617
Total accrued expenses	$	29,830	$	30,729

Other current liabilities consist of the following:


	DECEMBER 31,
	2021		2020
Current portion of interest rate swap liability	$	1,088	$	2,605
Current operating lease liabilities		5,040		—
Current finance lease liabilities		293		275
Total other current liabilities	$	6,421	$	2,880

Other long-term liabilities consist of the following:


	DECEMBER 31,
	2021		2020
Non-current portion of interest rate swap liability	$	—	$	1,066
Non-current finance lease liabilities		25		318
Total other long-term liabilities	$	25	$	1,384

Long-Term Debt and Revolving Line of Credit

12 Months Ended

Dec. 31, 2021

Long-Term Debt and Revolving Line of Credit

Long-Term Debt and Revolving Line of Credit

10. Long-Term Debt and Revolving Line of Credit

Effective August 14, 2017, the Company entered into a credit agreement with lenders for a $250,000 term loan (“Credit Agreement”). The Credit Agreement is a syndicated arrangement with various lenders providing the financing. The $250,000 term loan is due to mature on August 14, 2024. The Company also entered into a $20,000 revolving line of credit with lenders with a sub-commitment for issuance of letters of credit of $10,000.

The Company and lenders entered into Amendment No. 1 to the Credit Agreement on January 25, 2018, where an additional tranche of $25,000 was added to the term loan. The amortization schedule of the new tranche was made coterminous with the rest of the term loan. There were no other changes to the terms of the Credit Agreement.

The Company and lenders entered into Amendment No. 2 to the Credit Agreement on April 3, 2018, where an additional tranche of $40,000 was added to the term loan. The amortization schedule of the new tranche was made coterminous with the rest of the term loan. There were no other changes to the terms of the Credit Agreement.

The Company and lenders entered into a third amended and restated loan agreement on June 17, 2021 (“Third Amendment”), which provides for, among other things, (i) the extension of the termination date applicable to the revolving credit commitments under the Credit Agreement to August 2025, (ii) the extension of the maturity date applicable to the term loans under the Credit Agreement to August 2026, and (iii) an increase of approximately $80,000 in commitments available under the revolving line of credit (resulting in an aggregate amount of commitments of $100,000). The term loan under the Third Amendment has substantially the same terms as the existing term loans and revolving credit commitments. The Credit Agreement is collateralized by substantially all U.S. assets and stock pledges for the non-U.S. subsidiaries and contain various financial and nonfinancial covenants.

As of December 31, 2021 and 2020, available borrowings under the revolving lines of credits were $100,000 and $20,000, respectively. Available borrowings under the revolving lines of credits of $100,000 and $20,000 as of December 31, 2021 and 2020, respectively, were reduced by $239 and $120 standby letter of credit issued to a landlord in lieu of a security deposit.

The Company was in compliance with all covenants as of December 31, 2021 and 2020. Borrowings under the Credit Agreement are subject to a variable interest rate at LIBOR plus a margin. The applicable margins are based on achieving certain levels of compliance with financial covenants.

The effective interest rate was 3.65% and 4.48% for the years ended December 31, 2021 and 2020, respectively, for the Credit Agreement. As discussed previously, the Company entered into interest rate swap agreements that fixed the interest rate.

Interest paid on the Credit Agreement with respect to the term loan amounted to $11,211, $13,960, and $18,520 for the years ended December 31, 2021, 2020, and 2019, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $30 and $32 at December 31, 2021 and 2020, respectively, and is included in accrued expenses. Interest paid on the Credit Agreement with respect to the revolving line of credit amounted to $93, $457, and $174 for the years ended December 31, 2021, 2020, and 2019, respectively. There was $66 accrued interest payable and no accrued interest payable on the revolving line of credit at December 31, 2021 and 2020, respectively.

Effective August 14, 2017, the Company entered into an unsecured credit agreement with another lender for a $100,000 term loan (“Loan Agreement”). The loan bears interest at 8.25% which is payable in semi-annual installments on January and July 15 through August 14, 2025, at which time all outstanding principal and interest are due. Under the Loan Agreement, the Company could voluntarily repay outstanding loans without premium or penalty. On July 15, 2020, the Company made a $20,000 prepayment on the loan, which reduced the amount outstanding to $80,000. On December 28, 2020, the Company repaid the remaining $80,000 aggregate principal amount owed under the Loan Agreement, including $3,000 of accrued interest using a portion of the proceeds from the IPO. The Company's obligations under the Loan Agreement were discharged on that date. Interest paid on the loan amounted to $0, $11,449, and $8,365 for the years ended December 31, 2021, 2020, and 2019, respectively.

Long-term debt consists of the following:


	DECEMBER 31,
	2021		2020
Term loans	$	300,490	$	304,099
Revolving line of credit		—		—
Less: debt issuance costs		(5,724)		(5,319)
Total		294,766		298,780
Current portion of long-term debt		(3,020)		(4,680)
Long-term debt, net of current portion and debt issuance costs	$	291,746	$	294,100

The principal amount of long-term debt outstanding as of December 31, 2021, matures in the following years:


	2022		2023		2024		2025		2026		TOTAL
Maturities	$	3,020	$	3,020	$	3,020	$	3,020	$	288,410	$	300,490

The Credit Agreement requires the Company to make an annual mandatory prepayment as it relates to the Company’s Excess Cash Flow calculation. For the year ended December 31, 2021, and 2020, the Company was required to make a mandatory prepayment on the term loan of $0, and $1,527, respectively. For the third credit agreement, the Company is required to make a quarterly principal payment of $755 on the term loan each quarter starting from the end of September 2021.

The fair values of the Company’s variable interest term loan and revolving line of credit are not significantly different than their carrying value because the interest rates on these instruments are subject to change with market interest rates.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Employee Benefit Plan

12 Months Ended

Dec. 31, 2021

Employee Benefit Plan

Employee Benefit Plan

11. Employee Benefit Plan

The Company established a defined contribution 401(k) plan covering all U.S. employees who are at least 21 years of age. Employees may contribute to the plan up to 50% of their compensation, which may be further limited by law. In addition, employees who reached the age of 50 during the calendar years 2021, 2020, and 2019 are eligible to make an additional catch up contribution of 6.0%, subject to income limitations. The Company matches employee contributions for a percentage of the employee’s deferral, not to exceed the first 6% of each employee’s compensation.

The Company also operates a Group Personal defined contribution plan covering all U.K. employees. Employees are auto enrolled in the plan who are at least 22 years of age and paid more than £10 a year, up to the State Pension Age. However, all employees who are between the ages of 16 and 75 can elect to join the Plan. Employees may contribute to their personal pension account and then convert that account into income at retirement. The Company contributes an additional 8% of salary for those employees who have registered for the Plan, which exceeds their duties under U.K. auto enrolment legislation.

Total 401(k) contributions made by the Company were $4,138, $3,342, and $2,864 for the years ended December 31, 2021, 2020, and 2019 respectively.

- Definition

The entire disclosure for retirement benefits.

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-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies.

Commitments and Contingencies

12. Commitments and Contingencies

Legal proceedings

The Company does not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on the consolidated financial statements as of December 31, 2021.

Assurance-type warranty

For information related to commitments for future minimum lease payments, please see Note 14 – Lease.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Equity-Based Compensation

Equity-Based Compensation

13. Equity-Based Compensation

Class B Plan

The Company’s management, through the Company’s affiliation with its shareholder and former parent, EQT, participated in a 2017 Class B Profits Interest Unit Incentive Plan (the “Class B Plan”), whereby EQT was authorized to issue a total of 6,366,891 Profit Interest Units (“Class B Units”), representing the right to share a portion of the value appreciation in EQT.

The majority of the employee grant agreements for the Class B Units were comprised of 50% time-based vesting units (“Time-based Units”) and 50% performance-based vesting units (“Performance-based Units”). The Time-based Units generally vested over a five-year period; The Performance-based Units would vest if EQT achieved specified levels of return on investment at the time of i) a change in control, ii) a reduction in holdings of the Company by EQT to 10% or less following an IPO or iii) certain distributions to EQT. There were also certain grant agreements for the Class B Units that were entirely comprised of Time-based Units. Upon vesting, the holder of Class B Units received a right to a fractional portion of the profits and distributions of the parent in excess of a “participation threshold” determined in accordance with the EQT limited partnership agreement.

In addition to the performance conditions above, the Chief Executive Officer’s (“CEO”) performance-based Class B Units also vested if the aggregate value attributable to an IPO equaled or exceeded an amount equivalent to the return on investment performance targets.

The Class B Units were in a secondary position to the Class A units in EQT, in that in any event in which the EQT equity was valued and paid out, holders of the Class B Units would only be paid if an amount at least equal to the applicable participation threshold was first allocated to all of the outstanding classes of units under EQT’s limited partnership agreement. In addition, EQT had the right, but not the obligation, to repurchase units at fair value upon certain events, such as a termination of employment. During the years ended December 31, 2020 and 2019, EQT repurchased 87,930 and 241,601 Class B Units at their intrinsic value of $1,079 and $703 respectively. These repurchases were funded through

dividends paid by the Company to EQT. These Class B Units do not have a maximum contractual life, and as such, these Class B Units do not expire.

The fair value of the Time-based Units that vested solely upon continued employment was measured at the grant date and was recognized as cost over the employee’s requisite service period, which was generally five years. The expense related to the vesting of the Time-based Units was recorded on the Company’s books because the Company directly benefited from the services provided by Class B Unit holders. The grant date fair values were determined based on the pricing models and valuation assumptions noted in the following table, shown at their weighted-average values:


	YEAR ENDED DECEMBER 31,
	2020		2019
Pricing model	Monte Carlo		Monte Carlo
Expected dividend yield	0.0	%	0.0	%
Risk-free interest rate⁽¹⁾	0.3	%	1.6	%
Expected stock price volatility⁽²⁾	59	%	55	%
Expected exercise term (in years)⁽³⁾	2.3		2.0

(1)	Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected exercise term of our incentive units

(2)	In projecting expected stock price volatility, we consider the historical volatility of the stock prices of comparable public companies.

(3)	The Company estimates the expected life of incentive units based upon the timing of a potential liquidity event.

A summary of the Class B Units activity for the period is presented below (dollar amounts are not in thousands):


		WEIGHTED AVERAGE
		Weighted-Average
		Grant-Date		Weighted-Average
		Fair Value		Exercise Price
	UNITS	Per Unit		Per Unit
Outstanding, as of December 31, 2019	5,436,299	$	3.53	11.43
Granted	1,357,408		7.39	26.96
Exercised	(87,930)		3.55	10.2
Forfeited	(377,626)		3.63	10.3
Exchanged	(6,328,151)		4.37	—
Outstanding, December 31, 2020	—	$	—	—

Outstanding units represent the total of vested Class B Units and those expected to vest, including Time-based Units for which the requisite service period has not yet been rendered. Of those Class B Units that were vested and exercisable at December 31, 2019, the weighted-average distribution threshold was $10.16. The weighted-average grant date fair value per unit was $3.53 as of December 31, 2019.

The aggregate intrinsic value of Class B Units outstanding, vested and exercisable at December 31, 2019 was $38,440. There were no Class B Units outstanding as of December 31, 2020.

The total fair value of Class B Units vested and exercisable during 2019 was $1,872. Equity-based compensation expense related to the Time-based Units was $2,776 and $1,691 for the years ended December 31, 2020 and 2019. The Performance-based Units were not probable of vesting prior to the exchange of Class B Units for common shares, as described below; as such, no expense was recorded for these Units prior to the IPO. As of December 31, 2020, there were no unrecognized compensation costs related to the Units as they had been exchanged for restricted stock as discussed below.

Exchange

Effective as of December 10, 2020 (the “Exchange Date”), all vested Class B Units were exchanged by EQT for shares of common stock of the Company held by EQT, and unvested Class B Units were exchanged for shares of restricted common

stock of the Company. On the Exchange Date, holders of unvested Time-based and Performance-based Units elected to either (1) exchange their unvested Class B Units with shares of restricted common stock of the Company that maintained the same vesting conditions (both time-based and performance-based) of such unvested Class B Units or (2) exchange their unvested Class B Units (both Time-based and Performance-based Units) with shares of restricted common stock of the Company that would be subject only to the same time-vesting conditions of such unvested Time-based Units, based on the original grant date. 53 holders of Class B Units elected the latter option. The CEO elected for the former option, based on the fact that his Performance-based Units vested upon the consummation of the offering. The number of shares of common stock exchanged by EQT for vested Class B Units and number of shares of restricted common stock exchanged by EQT for unvested Class B Units were based on their deemed value as of the date of the offering divided by the estimated per share offering price. The deemed value of Class B Units considered the overall implied value of the Company based on the offering price and considering their economic rights pursuant to the contractual waterfall and related distribution thresholds.

Based on the IPO price of $23.00 per share, the Company issued 5,941,693 shares of restricted common stock to holders of unvested Class B Units in exchange for such unvested Class B Units and holders of vested Class B Units received an aggregate of 4,211,598 shares of common stock in exchange for vested Class B Units.

Modification accounting was not required for the time-based vesting Class B Units for which the vesting conditions, classification and fair market value did not change as a result of the shares of restricted common stock that replaced them. The original grant date fair value will continue to be recognized on a straight-line basis.

Modification accounting was required for the performance-based vesting Class B Units that were exchanged for time-based vesting restricted common stock, given the vesting conditions were changed. Such performance-vesting Class B Units that were improbable of vesting were remeasured based on the modification date fair value of the shares of restricted common stock replacing such Class B Units. The total fair value of the restricted stock was $83,260. Because the service inception date preceded the grant date of the replacement awards, a catch up-adjustment of $56,487 was recorded at the modification date, based on the portion of the requisite service period that had elapsed since the original grant date for each tranche of the award. Considering the original awards contained performance conditions necessary to vest, the accelerated attribution approach was applied. The accelerated attribution approach results in cost being allocated to each of the tranches of the awards and recognized ratably over each tranche as if they were separate awards.

Separately, upon completion of the offering, $3,912 of compensation cost was recognized related to our Chief Executive Officer’s 853,001 performance-based Class B Units that automatically vested upon the IPO of the Company and were exchanged for 1,561,950 common shares of the Company.

Restricted Stock

As detailed above, unvested Class B Units were exchanged for restricted stock of the Company. Share based compensation for the restricted stock exchanged for the time-based Class B Units is recognized on a straight-line basis over the requisite service period of the award, which is generally five years. Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using the accelerated attribution approach.

A summary of the restricted stock in 2021 is shown below:


			WEIGHTED-AVERAGE
			GRANT-DATE
	SHARES		FAIR VALUE
Non-vested restricted stock as of December 31, 2020	5,941,693	$	23.00
Granted	87,127		31.70
Vested	(1,957,054)		23.02
Forfeited	(161,044)		23.00
Non-vested restricted stock as of December 31, 2021	3,910,722	$	23.18

The Company granted 87,127 replacement shares of restricted stock in 2021 in connection with the Pinnacle business acquisition under which equity-based awards are outstanding. The fair value of the per share of restricted stock issued in 2021 was measured using grant date fair market value adjusted lack of marketability for these shares. Total grant date fair value was $2,762. The restricted stock issued in 2021 generally have a three year vesting period except for one holder whose shares vests equally on a monthly basis for 2 years. The Company exchanged 5,941,693 shares discussed in previous section in 2020 and was not authorized and did not issue any restricted stock in 2019.

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B units were $12,349 and $57,421 for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the accelerated attribution approach was $11,638. The unrecognized compensation expense for the category at December 31, 2021 is expected to be recognized over a weighted-average period of 24.6 months.

Equity-based compensation expenses related to the time-based restricted stock were $3,104 and $167 for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach were $6,394. The unrecognized compensation expense for the category at December 31, 2021 is expected to be recognized over a weighted-average period of 33.2 months.

Equity-based employee compensation expense related to the time-based restricted stock for the Pinnacle acquisition was $292 for the year ended December 31, 2021. At December 31, 2021, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach was $2,470. The unrecognized compensation expense for the category at December 31, 2021 is expected to be recognized over a weighted-average period of 26.7 months.

2020 Incentive Plan

In order to align our equity compensation program with public company practices, the Company’s Board of Directors adopted and stockholders approved the 2020 Incentive Plan. The 2020 Incentive Plan allows for grants of non-qualified stock options, incentive stock options, restricted stock, and restricted stock units (RSUs) to employees, directors and officers, and consultants or advisors of the Company. The 2020 Incentive Plan allows for 20,000,000 shares (the “plan share reserve”) of common stock to be issued. No more than the number of shares of common stock equal to the plan share reserve may be issued in the aggregate pursuant to the exercise of incentive stock options. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $1,000,000 in total value, except for certain awards made to a non-executive chair of our board of directors. At December 31, 2021, there was 19,898,104 shares reserved for future issuance.

The plan share reserve will be increased on the first day of each fiscal year beginning with the 2021 fiscal year and ending after the tenth anniversary of the effective date in an amount equal to the lesser of (i) the positive difference, if any, between (x) 4.0% of the outstanding common stock on the last day of the immediately preceding fiscal year and (y) the plan share reserve on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as determined by our board of directors.

Restricted Stock Units

Restricted stock units (“RSUs”) represent the right to receive shares of the Company’s common stock at a specified date in the future. During year ended December 2021, the Company granted 1,347,265 RSUs under the 2020 Incentive Plan that generally vest over an average three-year period. The fair value of the RSUs is based on the fair value of the underlying shares on the date of grant.

A summary of the Company’s RSU activity is as follows:


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested RSUs as of December 31, 2020	30,052	$	23.00
Granted	1,347,265		29.19
Vested	(24,728)		23.00
Forfeited	(63,865)		26.80
Non-vested RSUs as of December 31, 2021	1,288,724	$	29.28

Equity-based compensation expense related to the RSUs was $8,257 and $81 for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the total unrecognized equity-based compensation expense related to outstanding RSUs was $29,914, which is expected to be recognized over a weighted-average period of 28.5 months.

Performance Restricted Stock Units

Performance stock units (“PSUs”) are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds including year over year revenue growth and unlevered free cash flow growth.

Equity-based compensation for the PSUs is only recognized to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach. The Company will continue to assess the probability of each

condition being achieved at each reporting period to determine whether and when to recognize compensation cost. The following table presents a summary of activity on the PSUs for the period ended December 31, 2021.


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested PSUs as of December 31, 2020	—	$	—
Granted	418,480		27.36
Vested	—		—
Forfeited	(11,905)		27.45
Non-vested PSUs as of December 31, 2021	406,575	$	27.35

Equity-based compensation expense related to the PSUs was $5,481 for the year ended December 31, 2021. At December 31, 2021, the total unrecognized equity-based compensation expense related to outstanding PSUs was $5,141, which is expected to be recognized over a weighted-average period of 19.77 months.

The number of restricted stock awards and RSUs vested in 2021 includes 11,103 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

2020 Employee Stock Purchase Plan

On December 10, 2020, stockholders approved the 2020 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). Under the Employee Stock Purchase Plan, employees, and those of the Company’s subsidiaries, may purchase shares of common stock, during pre-specified offering periods. Named executive officers will be eligible to participate in the Employee Stock Purchase Plan on the same terms and conditions as all other participating employees. The maximum number of shares authorized for sale under the Employee Stock Purchase Plan is 1,700,000 shares.

Generally, all employees and those of the Company’s subsidiaries will be eligible to participate in the Employee Stock Purchase Plan, except for employees who own 5% or more of the combined voting power or value of all issued and outstanding stock. Employees may contribute through payroll deductions of 1% to 15% of such employees’ base compensation on each payroll date that falls within an offering period. Participants may not acquire rights to purchase more than $25 of common stock under the Employee Stock Purchase Plan for any calendar year. Common stock will be available for purchase for up to 27 months.

Shares will be purchased at a discounted per-share purchase price equal to 85% of the per-share closing price of the Company’s common stock on the last day of the applicable offering period.

As of December 31, 2021, no shares of common stock have been purchased under the Employee Stock Purchase Plan and no offering has been made to eligible employees under the Plan.

Equity-based compensation expense

The following table summarizes the components of total equity-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss for each period presented:


	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Cost of revenues	$	5,193	$	8,805	$	156
Sales and marketing		2,204		7,390		110
Research and development		2,872		7,133		121
General and administrative expenses		19,214		41,179		1,304
Total	$	29,483	$	64,507	$	1,691

The tax benefit related to compensation expense was $117 for the year ended December 31, 2021. There were no tax benefits related to compensation expense for the year ended December 31, 2020 and 2019.

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

14. Leases

The Company leases certain office facilities and equipment under non-cancelable operating and finance leases with remaining terms from one to seven years.

Operating lease ROU assets are included in other asset section while finance lease ROU assets are included in "Property and equipment, net" in the consolidated balance sheets. With respect to operating lease liabilities, current and non-current operating lease liabilities are included in "Other current liabilities" and "Operating lease liabilities, net of current portion.” Current and non-current finance lease liabilities are included in "Other current liabilities" and "Other long-term liabilities" in the Consolidated Balance Sheets.

The following table presents information about the operating and finance lease right-of-use assets and lease liabilities as well as lease term and discount rates:


Lease right-of-use assets, lease liabilities, lease term and discount rate:	December 31, 2021

Lease right of use assets
Operating leases		$	12,634
Financing leases			271
		$	12,905
Lease liabilities
Current
Operating leases		$	5,040
Financing leases			293
Noncurrent
Operating leases			8,256
Financing leases			25
		$	13,614


	For the year ended
Weighted-average remaining lease term (years):	December 31, 2021
Operating leases			3.63
Financing leases			1.08

Weighted-average discount rate:
Operating leases			3.91%
Financing leases			6.19%

The components of total lease cost were as follows:


	December 31, 2021
Operating lease cost		$	5,815
Short-term lease cost			404
Variable lease cost			744
Sublease income			(490)
Finance lease cost:
Amortization of right-of-use assets			277
Interest on lease liabilities			29
Total lease cost		$	6,779

Supplemental cash flow and non-cash flow information was as follows:


	December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	29
Operating cash flows from operating leases	$	6,105
Financing cash flows from finance leases	$	275
Right-of-use assets obtained in exchange for new and remeasured operating leases	$	520
Right-of-use assets obtained through acquisition	$	1,648

The following table summarizes by year the maturities of our minimum lease payments as of December 31, 2021.


	OPERATING		FINANCE
	LEASES		LEASES
Year ending December 31,
2022	$	5,138	$	304
2023		3,246		25
2024		2,564		—
2025		1,930		-
2026		1,326		-
Thereafter		135		-
Total future lease payments		14,339		329
Less: imputed interest		(1,043)		(11)
Total	$	13,296	$	318

The gross amounts of assets under capital leases, in accordance with the superseded leasing standard (ASC 840), was $1,501 at December 31, 2020. The total accumulated amortization associated with equipment under capital leases was approximately $946 at December 31, 2020. The related amortization expense is included in depreciation expense. Rent expense under the operating leases was $6,534 and $6,377 for the years ended December 31, 2020 and 2019, respectively.

Non-cancelable future minimum lease commitments as of December 31, 2020, in accordance with the superseded leasing standard, were:


Year ending December 31,		Operating Leases		Capital Leases
2021	$	6,023	$	304
2022		4,698		304
2023		3,191		25
2024		2,559		—
2025		2,065		—
Thereafter		2,372		—
Non-cancelable future minimum lease payments		20,908		633
Less amount representing interest		—		(40)
Net non-cancelable future minimum lease payments	$	20,908	$	593

Segment Data

12 Months Ended

Dec. 31, 2021

Segment Data

Segment Data

15. Segment data

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. The Company’s CODM allocates resources and assesses performance based upon financial information at the consolidated level. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

The following table summarizes revenue by geographic area:


	YEAR ENDED
	DECEMBER 31,
	2021		2020		2019
Revenue⁽¹⁾:
Americas	$	205,377	$	182,629	$	154,505
EMEA		56,410		42,844		40,299
Asia Pac		24,317		18,057		13,707
Total	$	286,104	$	243,530	$	208,511

(1)	Revenue is attributable to the countries based on the location of the customer

The following table summarizes property, plant and equipment, net by geographic area as of December 31, 2021 and 2020:


	DECEMBER 31,
	2021		2020
Property, plant and equipment, net:
Americas	$	1,903	$	2,691
EMEA		712		817
Asia Pac		320		364
Total	$	2,935	$	3,872

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

16. Income Taxes

The components of loss before income taxes were as follows:


	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Domestic	$	(10,373)	$	(55,355)	$	(12,995)
Foreign		6,998		5,174		3,844
Total	$	(3,375)	$	(50,181)	$	(9,151)

The components of provision for (benefit from) income taxes were as follows:


	DECEMBER 31,
	2021		2020		2019
Current tax provision
Federal	$	451	$	326	$	483
State and local		1,798		1,659		1,692
Foreign		8,826		4,634		4,303
Total current		11,075		6,619		6,478
Deferred tax benefit
Federal		(4,416)		(3,620)		3,137
State and local		(1,156)		276		(5,431)
Foreign		4,388		(4,059)		(4,409)
Total deferred		(1,184)		(7,403)		(6,703)
Total provision (benefit)	$	9,891	$	(784)	$	(225)

The effective income tax rate was (293.06%), 1.56%, and 2.46% for the years ended December 31, 2021, 2020 and 2019, respectively. The primary reconciling items between the statutory income tax rate of 21% and the effective income tax rate were as a result of the following:


	2021				2020				2019
Tax at U.S. federal statutory rate	$	(709)	21.00	%	$	(10,538)	21.00	%	$	(1,919)	21.00	%
State taxes, net of federal benefit		226	(6.71)	%		1,125	(2.24)	%		(3,852)	42.14	%
Foreign rate differential		3,872	(114.72)	%		2,296	(4.58)	%		1,654	(18.09)	%
Permanent items		(670)	19.84	%		(139)	0.28	%		(177)	1.93	%
Equity compensation		3,534	(104.70)	%		13,562	(27.03)	%		412	(4.51)	%
GIL TI inclusion		540	(16.00)	%		932	(1.86)	%		570	(6.24)	%
Tax credits		(7,060)	209.19	%		(7,618)	15.18	%		(4,264)	46.65	%
Rate change		5,256	(155.75)	%		2,076	(4.14)	%		(2,922)	31.97	%
Other adjustments		3,131	(92.76)	%		1,223	(2.43)	%		3,736	(40.87)	%
Return to provision adjustments		(66)	1.95	%		(103)	0.21	%		(139)	1.52	%
Valuation allowance		1,837	(54.40)	%		(3,600)	7.17	%		6,676	(73.04)	%
Effective tax rate	$	9,891	(293.06)	%	$	(784)	1.56	%	$	(225)	2.46	%

A portion of the Company’s income was attributable to Madeira, Portugal, which qualified for special tax programs authorized by the European Union. For the period of 2008 through 2011, the Company was subject to Madeira's income tax rate of 0%, for 2012 an income tax rate of 4% applied, and for the period of 2013 through 2020 an income tax rate of 5% applied, and for the period 2021 through 2027 an income tax rate of 5% will apply.

The tax effects of temporary differences that gave rise to deferred tax assets and liabilities are summarized as follows:


	DECEMBER 31,
	2021		2020
Deferred tax assets
Accounts receivable	$	61	$	29
Accrued compensation		3,552		4,222
Accrued expenses		-		137
Deferred revenue		696		—
Net operating loss carryforwards		4,117		5,229
R&D credit carryforward		4,965		7,054
Foreign tax credits		15,054		12,485
Interest rate hedge		253		925
Equity based compensation		3,015		—
Other assets		380		115
Interest expense		224		869
Right-of-use (ROU) Liability		2,944		—
Total gross deferred tax asset		35,261		31,065
Less: Valuation allowance		(18,235)		(16,715)
Net deferred tax asset		17,026		14,350
Deferred tax liabilities
Property, equipment, and other long-lived assets		(272)		(359)
Goodwill and intangible assets		(83,844)		(83,935)
Prepaid expenses		(1,968)		(1,724)
Accrued expenses		(184)		—
Deferred revenue		—		(1,482)
Right-of-use (ROU) Asset		(2,783)		—
Total gross deferred tax liability		(89,051)		(87,500)
Net deferred tax liability	$	(72,025)	$	(73,150)

The net change in the total valuation allowance resulted in an increase of $1,520 in 2021 compared to a decrease of $3,831 in 2020. The valuation allowance is determined separately for each jurisdiction. A U.S. valuation allowance was required against the foreign tax credit carryforward. At the foreign subsidiaries, the valuation allowance was primarily related to foreign net operating losses that, in the judgment of management, are not more likely than not to be realized.

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and carryforward attributes can be utilized. Management considered the reversal of deferred tax liabilities in making this assessment. Management believes it is more likely than not that the Company will realize the benefits of the deferred tax assets, net of the existing valuation allowance, at December 31, 2021.

At December 31, 2021, the Company has net operating loss carryforwards for federal income tax purposes of approximately $2,416, the majority of which will expire if unused in years 2024 through 2040. The Company has net operating loss carryforwards for state income tax purposes of approximately $2,576, which will expire if unused in years 2029 through 2039. The Company has foreign net operating loss carryforwards of $24,491 which will expire if unused starting in 2022.

The Company has $1,475 of federal research and development credits that will expire if unused in years 2025 through 2041, $417 of California research and development credits with indefinite carryover period, and $406 of foreign research and development credits that will expire if unused starting in 2029. The Company has foreign tax credits of $15,054 that will expire if unused in years 2025 through 2031, and also Canadian investment tax credits of $3,809 which will expire if unused in years 2030 through 2039.

The Company has net operating losses and tax credits that are subject to limitation under Internal Revenue Code Section 382 and Section 383 due to changes in ownership. The Company has analyzed the realizability of these tax attributes carried forward and have recorded deferred tax assets for the attributes that meet the more likely than-not realizability threshold.

Foreign undistributed earnings were considered permanently invested, therefore no provision for U.S. income taxes was accrued as of December 31, 2021 and 2020, with the exception of the withholding tax liability of $168 on the potential repatriation from Certara Canada Corporation.

The Company assessed its uncertain tax positions and determined that a liability of $1,059 and $897 was required to be recorded for uncertain tax positions as of December 31, 2021 and 2020, respectively. Uncertain tax positions relate primarily to federal and state R&D credits. The Company's policy is to recognize interest and penalties as a component of the provision for income taxes. For December 31, 2021 and 2020, there were no interest or penalties recorded. The Company does not anticipate any significant changes to its uncertain tax positions during the next 12 months.

A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows:


Balance at December 31, 2019	$	690
Additions for tax positions related to the current year		198
Additions for tax positions of prior years		9
Balance at December 31, 2020		897
Additions for tax positions related to the current year		156
Additions for tax positions of prior years		6
Balance at December 31, 2021	$	1,059

The uncertain tax positions, exclusive of interest and penalties, were $1,059 and $897 as of December 31, 2021 and December 31, 2020, respectively, which also represents potential tax benefits that if recognized, would impact the effective tax rate.

U.S. federal income tax returns are generally subject to examination for a period of three years after the filing of the return. However, the Internal Revenue Service can audit the NOLs generated in respective years in the years that the NOLs are utilized. State income tax returns are generally subject to examination for a period of three to six years after the filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Foreign income tax returns are generally subject to examination based on the tax laws of the respective jurisdictions.

The Company is subject to tax on Global Intangible Low-Taxed Income (“GILTI”) and has elected to account for GILTI as a current period expense.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings per Share

12 Months Ended

Dec. 31, 2021

Earnings per Share

Earnings per Share

17. Earnings per Share

Basic and diluted earnings per share is computed by dividing net earnings by the weighted-average shares outstanding:


	YEAR ENDED
	DECEMBER 31,
	2021		2020		2019
Numerator:
Net loss	$	(13,266)	$	(49,397)	$	(8,926)
Denominator:
Weighted average common shares outstanding, basic and diluted		149,842,668		133,247,212		132,407,786
Net loss per common share, basic and diluted	$	(0.09)	$	(0.37)	$	(0.07)

The Company excluded the restricted stock and restricted stock units from the calculation of diluted earnings per share during the years ended December 31, 2021 and 2020 that could potentially dilute earnings per share in the future due to being in a net loss position. For the year ended December 31, 2021, the Company did not include 3,910,722 restricted shares and 1,288,724 shares of time-based restricted stock units, and 61,456 shares of performance based restricted stock units in the calculation. For the year ended December 31, 2020, the Company did not include 5,941,693 restricted shares and 30,052 shares of restricted time-based stock units in the calculation. During the year ended December 31, 2019, there was no potentially dilutive securities outstanding.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events.

Subsequent Events

18. Subsequent Events

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

(a) Basis of Presentation and Use of Estimates

Recently Adopted and Not Yet Adopted Accounting Pronouncements

(b) Recently Adopted Accounting Pronouncements

Principles of Consolidation

(d) Principles of Consolidation

Fair Value Measurements

(e) Fair Value Measurements

Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical securities as of the reporting date;

Cash and Cash Equivalents and Restricted Cash

(f) Cash and Cash Equivalents and Restricted Cash


	DECEMBER 31,
	2021		2020		2019
Cash and cash equivalents	$	185,797	$	271,382	$	29,256
Restricted cash, current		827		1,909		506
Total cash and cash equivalents, and restricted cash	$	186,624	$	273,291	$	29,762

Accounts Receivable

(g) Accounts Receivable


	DECEMBER 31,
	2021		2020
Trade receivables	$	60,167	$	46,395
Unbilled receivables		9,071		7,698
Other receivables		579		130
Allowances for credit losses		(262)		(132)
Accounts receivable, net	$	69,555	$	54,091

The following is the allowance rollforward of credit losses for the Company’s accounts receivable as of December 31, 2021 and 2020.


	DECEMBER 31,
	2021		2020
Beginning balance	$	132	$	185
Provision for credit losses		215		23
Charge-offs		(85)		(89)
Recoveries		—		13
Ending Balance	$	262	$	132

Property and Equipment

(h) Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization.

Leases

(i) Leases

Software Development Costs

(j) Software Development Costs

Debt Issuance Costs

(k) Debt Issuance Costs

Goodwill and Other Intangible Assets

(l) Goodwill and Other Intangible Assets

There were no impairment charges related to intangible assets for the years ended December 31, 2021, 2020, and 2019.

Foreign Currency Translation

(m) Foreign Currency Translation

Derivative Instruments

(n) Derivative Instruments

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2021:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	57	$	—	$	57
Total	$	—	$	57	$	—	$	57

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2020:



	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Liability
Interest rate swap liability	$	—	$	3,671	$	—	$	3,671
Total	$	—	$	3,671	$	—	$	3,671

Warranty

(o) Warranty‌

Earnings per Share

(p) Earnings per Share

Income Taxes

(q) Income Taxes

Uncertainty in Income Taxes

Uncertainty in Income Taxes

Revenue Recognition

(r) Revenue Recognition

Arrangements with Multiple Performance Obligations

Software Licenses and Support

Software Services

deferred revenue. Certara’s software contracts do not typically include discounts, variable consideration, or options for future purchases that would not be similar to the original goods.

License revenue and post contract services are combined and reported as software revenue on the Consolidated Statements of Operations and Comprehensive Loss.

Subscription Revenues

Services and Other Revenues

The Company does not believe that it currently has any rights to return that would result in a material impact to revenues.

Contract Balances

The unsatisfied performance obligation as of December 31, 2021 was approximately $91,943.

Deferred Contract Acquisition Costs

Sources and Timing of Revenue



	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Software licenses transferred at a point in time	$	40,167	$	36,388	$	35,261
Software licenses transferred over time		46,658		37,075		33,080
Service revenues earned over time		199,279		170,067		140,170
Total	$	286,104	$	243,530	$	208,511

Equity -Based Compensation

(s) Equity-Based Compensation

Comprehensive Income (Loss)

(t) Comprehensive Income (Loss)

Reclassification

(u) Reclassification

Certain previously reported amounts in the consolidated financial statements have been reclassified to conform to the current year presentation.

COVID-19

(v) COVID-19

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Schedule of reconciliation of cash and cash equivalents and restricted cash


	DECEMBER 31,
	2021		2020		2019
Cash and cash equivalents	$	185,797	$	271,382	$	29,256
Restricted cash, current		827		1,909		506
Total cash and cash equivalents, and restricted cash	$	186,624	$	273,291	$	29,762

Schedule of accounts receivable


	DECEMBER 31,
	2021		2020
Trade receivables	$	60,167	$	46,395
Unbilled receivables		9,071		7,698
Other receivables		579		130
Allowances for credit losses		(262)		(132)
Accounts receivable, net	$	69,555	$	54,091

Schedule of allowance rollforward of credit losses


	DECEMBER 31,
	2021		2020
Beginning balance	$	132	$	185
Provision for credit losses		215		23
Charge-offs		(85)		(89)
Recoveries		—		13
Ending Balance	$	262	$	132

Summary of liability that is measured at fair value on a recurring basis

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2021:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	57	$	—	$	57
Total	$	—	$	57	$	—	$	57

The following table sets forth the liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2020:



	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Liability
Interest rate swap liability	$	—	$	3,671	$	—	$	3,671
Total	$	—	$	3,671	$	—	$	3,671

Summary of revenue by timing of revenue recognition



	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Software licenses transferred at a point in time	$	40,167	$	36,388	$	35,261
Software licenses transferred over time		46,658		37,075		33,080
Service revenues earned over time		199,279		170,067		140,170
Total	$	286,104	$	243,530	$	208,511

Business Combinations (Tables) - Pinnacle 21, LLC

12 Months Ended

Dec. 31, 2021

Business Combinations

Schedule of fair values of the assets acquired and liabilities assumed


Fair value of consideration:	Pinnacle
Cash paid to sellers	$	249,115
Cash paid to others and escrow		17,200
Unregistered shares of Certara, Inc. (2,239,717 shares)		72,760
Total consideration	$	339,075

Assets acquired and liabilities assumed:
Cash and cash equivalents	$	19,409
Accounts receivable		2,925
Other current assets		619
Property and equipment		258
Deferred tax assets		2,907
Identifiable intangible assets:
Trademark		15,800
Acquired software		103,000
Customer relationships		24,600
Goodwill		180,947
Long-term deposits		34
Current liabilities		(794)
Current portion of deferred revenue		(10,630)
Net assets acquired	$	339,075

Schedule of pro forma information


	For the year ended December 31
		2021		2020
Revenues	$	303,234	$	262,048
Net loss	$	(11,307)	$	(49,012)

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information

Schedule of prepaid and other current assets


	DECEMBER 31,
	2021		2020
Prepaid expenses	$	8,973	$	7,372
Income tax receivable		4,800		7,098
Research and development tax credit receivable		3,951		3,610
Current portion of interest rate swap asset		57		—
Other current assets		767		1,122
Prepaid expenses and other current assets	$	18,548	$	19,202

Schedule of other long-term assets


	DECEMBER 31,
	2021		2020
Long-term deposits	$	1,160	$	1,163
Deferred financing cost		1,007		—
Total other long-term assets	$	2,167	$	1,163

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment

Schedule of property and equipment


	DECEMBER 31,
	2021		2020
Computer and office equipment	$	5,955	$	5,619
Furniture		3,075		3,147
Purchased software for internal use		698		679
Leasehold improvements		1,762		2,386
Property and equipment		11,490		11,831
Less: Accumulated depreciation and amortization		(8,555)		(7,959)
Property and equipment, net	$	2,935	$	3,872

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Other Intangible Assets

Schedule of intangible assets (other than goodwill) and the related amortization


	WEIGHTED
	AVERAGE	DECEMBER 31, 2021						DECEMBER 31, 2020
	AMORTIZATION	GROSS						GROSS
	PERIOD	CARRYING		ACCUMULATED				CARRYING		ACCUMULATED
	(IN YEARS)	AMOUNT		AMORTIZATION		NET		AMOUNT		AMORTIZATION		NET
Acquired software	14.38	$	127,123	$	(12,258)	$	114,865	$	24,275	$	(8,099)	$	16,176
Capitalized software development costs	2.71		31,477		(20,137)		11,340		24,009		(13,930)		10,079
Non-compete agreements	1.73		1,391		(1,247)		144		1,353		(1,145)		208
Trade names	15.36		56,483		(9,142)		47,341		40,683		(6,845)		33,838
Customer relationships	11.04		464,678		(126,545)		338,133		433,297		(97,153)		336,144
Total		$	681,152	$	(169,329)	$	511,823	$	523,617	$	(127,172)	$	396,445

Schedule of estimated annual amortization expense


			CAPITALIZED
			SOFTWARE		NON-
	ACQUIRED		DEVELOPMENT		COMPETE		TRADE		CUSTOMER
	SOFTWARE		COSTS		AGREEMENTS		NAMES		RELATIONSHIPS		TOTAL
2022	$	9,243	$	5,316	$	97	$	3,087	$	31,134	$	48,877
2023		9,054		3,690		43		3,087		31,134		47,008
2024		8,686		2,310		4		3,087		31,134		45,221
2025		8,531		24		—		3,087		31,134		42,776
2026		8,388		—		—		3,087		31,134		42,609
Thereafter		70,963		—		—		31,906		182,463		285,332
Total	$	114,865	$	11,340	$	144	$	47,341	$	338,133	$	511,823

Schedule of reconciliation of the change in the carrying value of goodwill


Balance, December 31, 2019	$	514,996
Goodwill associated with 2020 business combinations		685
Foreign currency translation		2,911
Balance, December 31, 2020		518,592
Goodwill associated with 2021 business combinations		186,771
Foreign currency translation		(1,992)
Balance, December 31, 2021	$	703,371

Accrued Expenses and Other Supplemental Liabilities Information (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Expenses and Other Supplemental Liabilities Information

Schedule of accrued expenses


	DECEMBER 31,
	2021		2020
Accrued compensation	$	24,848	$	24,941
Accrued severance		—		143
Product distributor fees		—		149
Legal and professional accruals		2,477		2,779
Local sales and VAT taxes		—		58
Interest payable		96		39
Income taxes payable		1,398		854
Deferred rent		—		919
Contingent earn out		—		230
Other		1,011		617
Total accrued expenses	$	29,830	$	30,729

Schedule of other current liabilities


	DECEMBER 31,
	2021		2020
Current portion of interest rate swap liability	$	1,088	$	2,605
Current operating lease liabilities		5,040		—
Current finance lease liabilities		293		275
Total other current liabilities	$	6,421	$	2,880

Schedule of long-term liabilities


	DECEMBER 31,
	2021		2020
Non-current portion of interest rate swap liability	$	—	$	1,066
Non-current finance lease liabilities		25		318
Total other long-term liabilities	$	25	$	1,384

Long-Term Debt and Revolving Line of Credit (Tables)

12 Months Ended

Dec. 31, 2021

Long-Term Debt and Revolving Line of Credit

Schedule of Long-term debt


	DECEMBER 31,
	2021		2020
Term loans	$	300,490	$	304,099
Revolving line of credit		—		—
Less: debt issuance costs		(5,724)		(5,319)
Total		294,766		298,780
Current portion of long-term debt		(3,020)		(4,680)
Long-term debt, net of current portion and debt issuance costs	$	291,746	$	294,100

Schedule of maturity of long-term debt

The principal amount of long-term debt outstanding as of December 31, 2021, matures in the following years:


	2022		2023		2024		2025		2026		TOTAL
Maturities	$	3,020	$	3,020	$	3,020	$	3,020	$	288,410	$	300,490

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Equity-Based Compensation

Schedule of Valuation Assumptions


	YEAR ENDED DECEMBER 31,
	2020		2019
Pricing model	Monte Carlo		Monte Carlo
Expected dividend yield	0.0	%	0.0	%
Risk-free interest rate⁽¹⁾	0.3	%	1.6	%
Expected stock price volatility⁽²⁾	59	%	55	%
Expected exercise term (in years)⁽³⁾	2.3		2.0

(1)	Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected exercise term of our incentive units

(2)	In projecting expected stock price volatility, we consider the historical volatility of the stock prices of comparable public companies.

(3)	The Company estimates the expected life of incentive units based upon the timing of a potential liquidity event.

Schedule of units activity

A summary of the Class B Units activity for the period is presented below (dollar amounts are not in thousands):


		WEIGHTED AVERAGE
		Weighted-Average
		Grant-Date		Weighted-Average
		Fair Value		Exercise Price
	UNITS	Per Unit		Per Unit
Outstanding, as of December 31, 2019	5,436,299	$	3.53	11.43
Granted	1,357,408		7.39	26.96
Exercised	(87,930)		3.55	10.2
Forfeited	(377,626)		3.63	10.3
Exchanged	(6,328,151)		4.37	—
Outstanding, December 31, 2020	—	$	—	—

Summary of the restricted stock


			WEIGHTED-AVERAGE
			GRANT-DATE
	SHARES		FAIR VALUE
Non-vested restricted stock as of December 31, 2020	5,941,693	$	23.00
Granted	87,127		31.70
Vested	(1,957,054)		23.02
Forfeited	(161,044)		23.00
Non-vested restricted stock as of December 31, 2021	3,910,722	$	23.18

Summary of the Company's RSU activity


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested RSUs as of December 31, 2020	30,052	$	23.00
Granted	1,347,265		29.19
Vested	(24,728)		23.00
Forfeited	(63,865)		26.80
Non-vested RSUs as of December 31, 2021	1,288,724	$	29.28

Schedule of nonvested Performance-based Units activity


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested PSUs as of December 31, 2020	—	$	—
Granted	418,480		27.36
Vested	—		—
Forfeited	(11,905)		27.45
Non-vested PSUs as of December 31, 2021	406,575	$	27.35

Schedule of compensation expense


	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Cost of revenues	$	5,193	$	8,805	$	156
Sales and marketing		2,204		7,390		110
Research and development		2,872		7,133		121
General and administrative expenses		19,214		41,179		1,304
Total	$	29,483	$	64,507	$	1,691

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases

Schedule of operating and financing lease right of use assets and lease liabilities


Lease right-of-use assets, lease liabilities, lease term and discount rate:	December 31, 2021

Lease right of use assets
Operating leases		$	12,634
Financing leases			271
		$	12,905
Lease liabilities
Current
Operating leases		$	5,040
Financing leases			293
Noncurrent
Operating leases			8,256
Financing leases			25
		$	13,614


	For the year ended
Weighted-average remaining lease term (years):	December 31, 2021
Operating leases			3.63
Financing leases			1.08

Weighted-average discount rate:
Operating leases			3.91%
Financing leases			6.19%

Schedule of information about leases


	December 31, 2021
Operating lease cost		$	5,815
Short-term lease cost			404
Variable lease cost			744
Sublease income			(490)
Finance lease cost:
Amortization of right-of-use assets			277
Interest on lease liabilities			29
Total lease cost		$	6,779

Schedule of supplemental cash flow information


	December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	29
Operating cash flows from operating leases	$	6,105
Financing cash flows from finance leases	$	275
Right-of-use assets obtained in exchange for new and remeasured operating leases	$	520
Right-of-use assets obtained through acquisition	$	1,648

Schedule of undiscounted future cash flows of operating leases

The following table summarizes by year the maturities of our minimum lease payments as of December 31, 2021.


	OPERATING		FINANCE
	LEASES		LEASES
Year ending December 31,
2022	$	5,138	$	304
2023		3,246		25
2024		2,564		—
2025		1,930		-
2026		1,326		-
Thereafter		135		-
Total future lease payments		14,339		329
Less: imputed interest		(1,043)		(11)
Total	$	13,296	$	318

Non-cancelable future minimum lease commitments as of December 31, 2020, in accordance with the superseded leasing standard, were:


Year ending December 31,		Operating Leases		Capital Leases
2021	$	6,023	$	304
2022		4,698		304
2023		3,191		25
2024		2,559		—
2025		2,065		—
Thereafter		2,372		—
Non-cancelable future minimum lease payments		20,908		633
Less amount representing interest		—		(40)
Net non-cancelable future minimum lease payments	$	20,908	$	593

Schedule of undiscounted future cash flows of finance leases


	OPERATING		FINANCE
	LEASES		LEASES
Year ending December 31,
2022	$	5,138	$	304
2023		3,246		25
2024		2,564		—
2025		1,930		-
2026		1,326		-
Thereafter		135		-
Total future lease payments		14,339		329
Less: imputed interest		(1,043)		(11)
Total	$	13,296	$	318

Non-cancelable future minimum lease commitments as of December 31, 2020, in accordance with the superseded leasing standard, were:


Year ending December 31,		Operating Leases		Capital Leases
2021	$	6,023	$	304
2022		4,698		304
2023		3,191		25
2024		2,559		—
2025		2,065		—
Thereafter		2,372		—
Non-cancelable future minimum lease payments		20,908		633
Less amount representing interest		—		(40)
Net non-cancelable future minimum lease payments	$	20,908	$	593

Segment Data (Tables)

12 Months Ended

Dec. 31, 2021

Segment Data

Schedule of revenue by geographic area


	YEAR ENDED
	DECEMBER 31,
	2021		2020		2019
Revenue⁽¹⁾:
Americas	$	205,377	$	182,629	$	154,505
EMEA		56,410		42,844		40,299
Asia Pac		24,317		18,057		13,707
Total	$	286,104	$	243,530	$	208,511

(1)	Revenue is attributable to the countries based on the location of the customer

Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country


	DECEMBER 31,
	2021		2020
Property, plant and equipment, net:
Americas	$	1,903	$	2,691
EMEA		712		817
Asia Pac		320		364
Total	$	2,935	$	3,872

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Schedule of components of loss before income taxes


	YEAR ENDED DECEMBER 31,
	2021		2020		2019
Domestic	$	(10,373)	$	(55,355)	$	(12,995)
Foreign		6,998		5,174		3,844
Total	$	(3,375)	$	(50,181)	$	(9,151)

Schedule of components of income tax expense (benefit)


	DECEMBER 31,
	2021		2020		2019
Current tax provision
Federal	$	451	$	326	$	483
State and local		1,798		1,659		1,692
Foreign		8,826		4,634		4,303
Total current		11,075		6,619		6,478
Deferred tax benefit
Federal		(4,416)		(3,620)		3,137
State and local		(1,156)		276		(5,431)
Foreign		4,388		(4,059)		(4,409)
Total deferred		(1,184)		(7,403)		(6,703)
Total provision (benefit)	$	9,891	$	(784)	$	(225)

Schedule of primary reconciling items between the statutory income tax rate and the effective income tax rate


	2021				2020				2019
Tax at U.S. federal statutory rate	$	(709)	21.00	%	$	(10,538)	21.00	%	$	(1,919)	21.00	%
State taxes, net of federal benefit		226	(6.71)	%		1,125	(2.24)	%		(3,852)	42.14	%
Foreign rate differential		3,872	(114.72)	%		2,296	(4.58)	%		1,654	(18.09)	%
Permanent items		(670)	19.84	%		(139)	0.28	%		(177)	1.93	%
Equity compensation		3,534	(104.70)	%		13,562	(27.03)	%		412	(4.51)	%
GIL TI inclusion		540	(16.00)	%		932	(1.86)	%		570	(6.24)	%
Tax credits		(7,060)	209.19	%		(7,618)	15.18	%		(4,264)	46.65	%
Rate change		5,256	(155.75)	%		2,076	(4.14)	%		(2,922)	31.97	%
Other adjustments		3,131	(92.76)	%		1,223	(2.43)	%		3,736	(40.87)	%
Return to provision adjustments		(66)	1.95	%		(103)	0.21	%		(139)	1.52	%
Valuation allowance		1,837	(54.40)	%		(3,600)	7.17	%		6,676	(73.04)	%
Effective tax rate	$	9,891	(293.06)	%	$	(784)	1.56	%	$	(225)	2.46	%

Schedule of tax effects of temporary differences that gave rise to deferred tax assets and liabilities


	DECEMBER 31,
	2021		2020
Deferred tax assets
Accounts receivable	$	61	$	29
Accrued compensation		3,552		4,222
Accrued expenses		-		137
Deferred revenue		696		—
Net operating loss carryforwards		4,117		5,229
R&D credit carryforward		4,965		7,054
Foreign tax credits		15,054		12,485
Interest rate hedge		253		925
Equity based compensation		3,015		—
Other assets		380		115
Interest expense		224		869
Right-of-use (ROU) Liability		2,944		—
Total gross deferred tax asset		35,261		31,065
Less: Valuation allowance		(18,235)		(16,715)
Net deferred tax asset		17,026		14,350
Deferred tax liabilities
Property, equipment, and other long-lived assets		(272)		(359)
Goodwill and intangible assets		(83,844)		(83,935)
Prepaid expenses		(1,968)		(1,724)
Accrued expenses		(184)		—
Deferred revenue		—		(1,482)
Right-of-use (ROU) Asset		(2,783)		—
Total gross deferred tax liability		(89,051)		(87,500)
Net deferred tax liability	$	(72,025)	$	(73,150)

Schedule of reconciliation of the beginning and ending balance of unrecognized tax benefits


Balance at December 31, 2019	$	690
Additions for tax positions related to the current year		198
Additions for tax positions of prior years		9
Balance at December 31, 2020		897
Additions for tax positions related to the current year		156
Additions for tax positions of prior years		6
Balance at December 31, 2021	$	1,059

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings per Share

Schedule of basic and diluted earnings per share


	YEAR ENDED
	DECEMBER 31,
	2021		2020		2019
Numerator:
Net loss	$	(13,266)	$	(49,397)	$	(8,926)
Denominator:
Weighted average common shares outstanding, basic and diluted		149,842,668		133,247,212		132,407,786
Net loss per common share, basic and diluted	$	(0.09)	$	(0.37)	$	(0.07)

Summary of Significant Accounting Policies - Cash and cash equivalents & Deferred offering costs (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 185,797	$ 271,382	$ 29,256
Restricted cash, current	827	1,909	506
Total cash and cash equivalents, and restricted cash	$ 186,624	$ 273,291	$ 29,762	$ 12,187

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Accounts receivable invoices days outstanding due minimum	30 days
Accounts receivable invoices days outstanding due maximum	90 days
Trade receivables	$ 60,167	$ 46,395
Unbilled receivables	9,071	7,698
Other receivables	579	130
Allowance for credit losses	(262)	(132)
Accounts receivable, net	69,555	54,091
Rollforward of credit losses
Beginning Balance	132	185
Provision for credit losses	215	23
Charge-offs	(85)	(89)
Recoveries		13
Ending Balance	$ 262	$ 132

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and equipment
Impairment of Long-Lived Assets Held-for-use	$ 0	$ 0	$ 0
Capitalized software development costs	7,759	7,074	7,410
Impairment of software development costs	$ 0	$ 0	$ 0
Minimum \| Equipment And Furniture
Property and equipment
Useful Life	3 years
Minimum \| Purchase software for internal use
Property and equipment
Useful Life	1 year
Maximum \| Equipment And Furniture
Property and equipment
Useful Life	10 years
Maximum \| Purchase software for internal use
Property and equipment
Useful Life	3 years

Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Goodwill and Other Intangible Assets
Number of reporting units \| item	4
Impairment of Goodwill	$ 0	$ 0	$ 0
Impairment of other intangibles	0	0	0
Foreign Currency Transaction Gain (Loss)	$ 175,000	$ (715,000)	$ (431,000)
Acquired software \| Minimum
Goodwill and Other Intangible Assets
Useful Life	3 years
Acquired software \| Maximum
Goodwill and Other Intangible Assets
Useful Life	14 years
Non-compete agreements \| Minimum
Goodwill and Other Intangible Assets
Useful Life	2 years
Non-compete agreements \| Maximum
Goodwill and Other Intangible Assets
Useful Life	5 years
Tradename
Goodwill and Other Intangible Assets
Useful Life	20 years
Customer relationships \| Minimum
Goodwill and Other Intangible Assets
Useful Life	11 years
Customer relationships \| Maximum
Goodwill and Other Intangible Assets
Useful Life	16 years
Trademarks \| Minimum
Goodwill and Other Intangible Assets
Useful Life	10 years
Trademarks \| Maximum
Goodwill and Other Intangible Assets
Useful Life	17 years

Summary of Significant Accounting Policies - Derivatives (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 31, 2021
Error Correction
Accumulated other comprehensive loss		$ (3,926)	$ (1,587)
Interest expense		16,837	25,296	$ 28,004
Interest expense.
Derivative
Interest expense		638
Recurring
Derivative
Liability measured at fair value		57	3,671
Level 2 \| Recurring
Derivative
Liability measured at fair value		57	3,671
Interest rate swap \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivative
Notional amount					$ 230,000
Interest rate (as a percent)					1.2757%
Recorded amortized cost		1,088			$ 1,966
Fair value of embedded derivative liability		57
Interest rate swap \| Recurring
Derivative
Liability measured at fair value		57	3,671
Interest rate swap \| Level 2 \| Recurring
Derivative
Liability measured at fair value		57	$ 3,671
Interest rate swap, first agreement \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivative
Notional amount		$ 230,000
Interest rate (as a percent)		2.1284%
Adjustment for the ineffective hedging of interest rate swap agreement. \| Prior period error correction adjustment
Derivative
Interest expense	$ 3,033
Error Correction
Accumulated other comprehensive loss	$ 3,033

Summary of Significant Accounting Policies - Income Tax Benefits (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Unrecognized Tax Benefits	$ 1,059	$ 897	$ 690
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0	$ 0

Summary of Significant Accounting Policies - Revenue and Net income (loss) per share (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Unsatisfied performance obligation	$ 91,943
Revenue recognition	286,104	$ 243,530	$ 208,511
Software licenses transferred at a point in time
Summary of Significant Accounting Policies
Revenue recognition	40,167	36,388	35,261
Software licenses transferred over time
Summary of Significant Accounting Policies
Revenue recognition	46,658	37,075	33,080
Service revenues earned over time
Summary of Significant Accounting Policies
Revenue recognition	$ 199,279	$ 170,067	$ 140,170
Minimum
Contract Balances
Subscription term	1 year
Maximum
Contract Balances
Subscription term	3 years

Summary of Significant Accounting Policies - Revenue Recognition ASC 606 (Details)	12 Months Ended
	Dec. 31, 2021
Maintenance Contracts
Revenue from external customers
Term of contracts	1 year
Consortium Contracts
Revenue from external customers
Term of contracts	3 years
Minimum
Revenue from external customers
Subscription term	1 year
Maximum
Revenue from external customers
Subscription term	3 years

Summary of Significant Accounting Policies - Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Foreign currency translation adjustment, net of tax of $195, $(227), $267	$ (5,154)	$ 5,045	$ 433
Reclassification of fair value of interest rate swap, net of tax	2,268
Change in fair value of interest rate swap, net of tax of $(16), $(384), $(520)	$ 547	$ (1,135)	$ (4,283)

Public Offerings (Details) - USD ($)					12 Months Ended
Public Offerings (Details) - USD ($)	Nov. 22, 2021	Sep. 13, 2021	Mar. 29, 2021	Dec. 15, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 10, 2020
Initial Public Offering
Share price (in dollar per share)							$ 23.00
Legal, accounting and other offering costs					$ 1,767,000	$ 2,900,000
IPO
Initial Public Offering
Issuance of common stock (in shares)				18,783,250
Share price (in dollar per share)				$ 23.00
Proceeds from issuance of common stock upon initial public offering, net of underwriters' discounts and commissions				$ 316,301,000
Stock issuance costs, net of tax impact				4,408,000
Tax impact of stock issuance costs				$ 259,000
The maximum ownership percent by beneficial owners of the registration rights agreement that can have termination if all registered securities then owned can be sold in 90 days (as a percent)				5.00%
Duration for which beneficial owners of registration rights agreement can be sold resulting in termination of agreement				90 days
The duration from date on which the holder ceases to be an employee of the company				90 days
Secondary Public Offering
Initial Public Offering
Issuance of common stock (in shares)	0	18,500,000	0
Share price (in dollar per share)		$ 31.00
Proceeds from issuance of common stock upon initial public offering, net of underwriters' discounts and commissions	$ 0	$ 134,096,000	$ 0
Legal, accounting and other offering costs		$ 745,000
Stock issuance costs, net of tax impact	$ 644,000		$ 1,100,000
Underwriters' Option
Initial Public Offering
Issuance of common stock (in shares)		3,000,000	1,500,000

Business Combinations - Other Information (Details) - USD ($) $ in Thousands				12 Months Ended
	Oct. 01, 2021	Jun. 07, 2021	Mar. 02, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2022
Business Combinations
Goodwill arising in the acquisition				$ 703,371	$ 518,592	$ 514,996
Revenue				286,104	243,530	208,511
Net loss				(13,266)	$ (49,397)	$ (8,926)
Author! B.V.
Business Combinations
Business consideration transferred			$ 2,667
Goodwill arising in the acquisition			1,200
Insight Medical Writing Limited
Business Combinations
Business consideration transferred		$ 15,197
Goodwill arising in the acquisition		4,700
Pinnacle 21, LLC
Business Combinations
Business consideration transferred	$ 339,075
Goodwill arising in the acquisition	$ 180,947
Equity acquired (as percentage)	100.00%
Discount for lack of mobility (as percentage)	7.00%
Revenue				6,129
Net loss				$ 380
Integrated Nonclinical Development Solutions, Inc. \| Subsequent Events
Business Combinations
Goodwill arising in the acquisition							$ 7,078
General and administrative expenses \| Pinnacle 21, LLC
Business Combinations
Acquisition related costs	$ 7,615
Customer relationships \| Author! B.V.
Business Combinations
Finite-lived intangible assets acquired			1,200
Customer relationships \| Insight Medical Writing Limited
Business Combinations
Finite-lived intangible assets acquired		$ 7,400
Non-compete agreements \| Author! B.V.
Business Combinations
Finite-lived intangible assets acquired			$ 100

Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets acquired and liabilities assumed:
Goodwill		$ 703,371	$ 518,592	$ 514,996
Pinnacle 21, LLC
Fair value of consideration:
Cash paid to sellers	$ 249,115
Cash paid to others and escrow	17,200
Unregistered shares of Certara, Inc. (2,239,717 shares)	72,760
Total consideration	$ 339,075
Unregistered shares of Certara, Inc., issued	2,239,717
Assets acquired and liabilities assumed:
Cash and cash equivalents	$ 19,409
Accounts receivable	2,925
Other current assets	619
Property and equipment	258
Deferred tax assets	2,907
Goodwill	180,947
Long-term deposits	34
Current liabilities	(794)
Current portion of deferred revenue	(10,630)
Net assets acquired	339,075
Pinnacle 21, LLC \| Trademarks
Assets acquired and liabilities assumed:
Identifiable intangible assets	15,800
Pinnacle 21, LLC \| Developed technology
Assets acquired and liabilities assumed:
Identifiable intangible assets	103,000
Pinnacle 21, LLC \| Customer relationships
Assets acquired and liabilities assumed:
Identifiable intangible assets	$ 24,600

Business Combinations - Supplemental pro forma information (Details) - Pinnacle 21, LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Unaudited pro forma combined financial information
Revenue	$ 303,234	$ 262,048
Net Income (Loss)	(11,307)	(49,012)
Incremental amortization expense, net of tax	5,246	7,001
Incremental equity-based compensation expense, net of tax	$ 641	$ 856

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information - Prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information
Prepaid expenses	$ 8,973	$ 7,372
Income tax receivable	4,800	7,098
Research and development tax credit receivable	3,951	3,610
Current portion of interest rate swap asset	57
Other current assets	767	1,122
Prepaid expenses and other current assets	$ 18,548	$ 19,202

Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information - Other long-term assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information
Long-term deposits	$ 1,160	$ 1,163
Deferred financing cost	1,007
Total other long-term assets	$ 2,167	$ 1,163

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and equipment
Property and equipment	$ 11,490	$ 11,831
Less: Accumulated depreciation and amortization	(8,555)	(7,959)
Property and equipment, net	2,935	3,872
Depreciation and amortization expense	2,135	2,443	$ 2,596
Computer Equipment
Property and equipment
Property and equipment	5,955	5,619
Furniture
Property and equipment
Property and equipment	3,075	3,147
Purchase software for internal use
Property and equipment
Property and equipment	698	679
Leasehold improvements
Property and equipment
Property and equipment	$ 1,762	$ 2,386

Goodwill and Other Intangible Assets - Company's intangible assets (other than goodwill) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Other Intangible Assets
GROSS CARRYING AMOUNT	$ 681,152	$ 523,617
ACCUMULATED AMORTIZATION	(169,329)	(127,172)
Finite-Lived Intangible Assets, Net, Total	$ 511,823	396,445
Acquired software
Goodwill and Other Intangible Assets
WEIGHTED AVERAGE AMORTIZATION PERIOD (IN YEARS)	14 years 4 months 17 days
GROSS CARRYING AMOUNT	$ 127,123	24,275
ACCUMULATED AMORTIZATION	(12,258)	(8,099)
Finite-Lived Intangible Assets, Net, Total	$ 114,865	16,176
Purchase software for internal use
Goodwill and Other Intangible Assets
WEIGHTED AVERAGE AMORTIZATION PERIOD (IN YEARS)	2 years 8 months 15 days
GROSS CARRYING AMOUNT	$ 31,477	24,009
ACCUMULATED AMORTIZATION	(20,137)	(13,930)
Finite-Lived Intangible Assets, Net, Total	$ 11,340	10,079
Non-compete agreements
Goodwill and Other Intangible Assets
WEIGHTED AVERAGE AMORTIZATION PERIOD (IN YEARS)	1 year 8 months 23 days
GROSS CARRYING AMOUNT	$ 1,391	1,353
ACCUMULATED AMORTIZATION	(1,247)	(1,145)
Finite-Lived Intangible Assets, Net, Total	$ 144	208
Tradename
Goodwill and Other Intangible Assets
WEIGHTED AVERAGE AMORTIZATION PERIOD (IN YEARS)	15 years 4 months 9 days
GROSS CARRYING AMOUNT	$ 56,483	40,683
ACCUMULATED AMORTIZATION	(9,142)	(6,845)
Finite-Lived Intangible Assets, Net, Total	$ 47,341	33,838
Customer relationships
Goodwill and Other Intangible Assets
WEIGHTED AVERAGE AMORTIZATION PERIOD (IN YEARS)	11 years 14 days
GROSS CARRYING AMOUNT	$ 464,678	433,297
ACCUMULATED AMORTIZATION	(126,545)	(97,153)
Finite-Lived Intangible Assets, Net, Total	$ 338,133	$ 336,144

Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Other Intangible Assets
Amortization expense for intangible assets	$ 42,980	$ 40,310	$ 38,964
Amortization expenses recorded in operating expenses	38,715	37,414	36,241
Cost of revenues
Goodwill and Other Intangible Assets
Amortization expense for intangible assets	$ 4,265	$ 2,896	$ 2,723

Goodwill and Other Intangible Assets - Estimated amortization expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Other Intangible Assets
2022	$ 48,877
2023	47,008
2024	45,221
2025	42,776
2026	42,609
Thereafter	285,332
Finite-Lived Intangible Assets, Net, Total	511,823	$ 396,445
Acquired software
Goodwill and Other Intangible Assets
2022	9,243
2023	9,054
2024	8,686
2025	8,531
2026	8,388
Thereafter	70,963
Finite-Lived Intangible Assets, Net, Total	114,865	16,176
Purchase software for internal use
Goodwill and Other Intangible Assets
2022	5,316
2023	3,690
2024	2,310
2025	24
Finite-Lived Intangible Assets, Net, Total	11,340	10,079
Non-compete agreements
Goodwill and Other Intangible Assets
2022	97
2023	43
2024	4
Finite-Lived Intangible Assets, Net, Total	144	208
Tradename
Goodwill and Other Intangible Assets
2022	3,087
2023	3,087
2024	3,087
2025	3,087
2026	3,087
Thereafter	31,906
Finite-Lived Intangible Assets, Net, Total	47,341	33,838
Customer relationships
Goodwill and Other Intangible Assets
2022	31,134
2023	31,134
2024	31,134
2025	31,134
2026	31,134
Thereafter	182,463
Finite-Lived Intangible Assets, Net, Total	$ 338,133	$ 336,144

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Other Intangible Assets
Impairment of Goodwill	$ 0	$ 0	$ 0
Goodwill, Beginning Balance	518,592,000	514,996,000
Acquisition	186,771,000	685,000
Foreign currency translation	(1,992,000)	2,911,000
Goodwill, Ending Balance	$ 703,371,000	$ 518,592,000	$ 514,996,000

Accrued Expenses and Other Supplemental Liabilities Information - Accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses and Other Supplemental Liabilities Information
Accrued compensation	$ 24,848	$ 24,941
Accrued severance		143
Product distributor fees		149
Legal and professional accruals	2,477	2,779
Local sales and VAT taxes		58
Interest payable	96	39
Income taxes payable	1,398	854
Deferred rent		919
Contingent earn-out		230
Other	1,011	617
Total accrued expenses	$ 29,830	$ 30,729

Accrued Expenses and Other Supplemental Liabilities Information - Other current liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable and Accrued Liabilities, Current [Abstract]
Current portion of interest rate swap liability	$ 1,088	$ 2,605
Current operating lease liabilities	5,040
Financing leases liabilities - Current	293	275
Total other current liabilities	$ 6,421	$ 2,880

Accrued Expenses and Other Supplemental Liabilities Information - Other long-term liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable and Accrued Liabilities, Current [Abstract]
Non-current portion of interest rate swap liability		$ 1,066
Financing leases liabilities - Noncurrent	$ 25	318
Total other long-term liabilities	$ 25	$ 1,384

Long-Term Debt and Revolving Line of Credit - Other Information (Details) - USD ($) $ in Thousands					3 Months Ended	12 Months Ended
	Dec. 28, 2020	Jul. 15, 2020	Apr. 03, 2018	Jan. 25, 2018	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 17, 2021	Aug. 14, 2017
Debt Instrument
Accrued interest payable						$ 96	$ 39
Outstanding Loan						294,766	298,780
Amount borrowed							19,880
Variable Interest Term Loan
Debt Instrument
Principal amount										$ 250,000
Additional borrowings			$ 40,000	$ 25,000
Interest paid on loan						11,211	13,960	$ 18,520
Accrued interest payable						30	32
Revolving Line of Credit
Debt Instrument
Maximum borrowing capacity of revolving line of credit									$ 100,000	20,000
Available borrowings						$ 100,000	$ 20,000		$ 80,000
Effective interest rate (as a percent)						3.65%	4.48%
Interest paid on loan						$ 93	$ 457	174
Accrued interest payable						66	0
Prepayment on the loan					$ 755
Standby letter of credit
Debt Instrument
Available borrowings										10,000
letters of credit outstanding						239,000	120
Term Loan
Debt Instrument
Prepayment on the loan						0	1,527
Fixed Rate Term Loan
Debt Instrument
Principal amount										$ 100,000
Interest rate (as a percent)										8.25%
Interest paid on loan						$ 0	$ 11,449	$ 8,365
Accrued interest payable	$ 3,000
Prepayment on the loan	$ 80,000	$ 20,000
Outstanding Loan		$ 80,000

Long-Term Debt and Revolving Line of Credit - Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument
Long-term debt, Gross	$ 300,490
Less: debt issuance costs	(5,724)	$ (5,319)
Total	294,766	298,780
Current portion of long-term debt	(3,020)	(4,680)
Long-term debt, net of current portion and debt issuance costs	291,746	294,100
Term Loan
Debt Instrument
Long-term debt, Gross	$ 300,490	$ 304,099

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt and Revolving Line of Credit - Maturity of Long Term Debt (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Maturities
2022	$ 3,020
2023	3,020
2024	3,020
2025	3,020
2026	288,410
Total	$ 300,490

Employee Benefit Plan - Narrative (Details) $ in Thousands	12 Months Ended
Employee Benefit Plan - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($) item age	Dec. 31, 2021 EUR (€) item age	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Employee Benefit Plan
Participation age required \| age	21	21
Employees contribution percentage	50.00%	50.00%
Additional catch up contribution	6.00%	6.00%
Employer contribution matching percentage	6.00%	6.00%
Employer additional contribution percentage	8.00%	8.00%
Age to auto enroll in plan \| item	22	22
Contribution amount to auto enroll in plan \| €		€ 10
Contributions amount \| $	$ 4,138		$ 3,342	$ 2,864

Equity-Based Compensation - Class B Plans (Details) $ / shares in Units, $ in Thousands		11 Months Ended	12 Months Ended
	Dec. 10, 2020 $ / shares shares	Dec. 09, 2020 USD ($)	Dec. 31, 2021 USD ($) item shareholder shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares
Equity-Based Compensation
Compensation expense			$ 29,483	$ 64,507	$ 1,691
Share Price \| $ / shares	$ 23.00
Class B Units
Equity-Based Compensation
Number of units authorized (in units) \| shares			6,366,891
Repurchases (in units) \| shares				87,930	241,601
Repurchases				$ 1,079	$ 703
Weighted average distribution threshold \| $ / shares					$ 10.16
Weighted-average grant date fair value per unit \| $ / shares					$ 3.53
Aggregate Intrinsic Value					$ 38,440
Service period			5 years
Units Outstanding \| shares				0	5,436,299
Fair value of vested and exercised					$ 1,872
Compensation expense		$ 0
Unrecognized share-based compensation expense				$ 0
Number of holders elected \| item			53
Issuance of restricted stock (in shares) \| shares	4,211,598
Restricted stock issued for unvested units \| shares	5,941,693
Catchup adjustment amount			$ 56,487
Time Based Class B Units
Equity-Based Compensation
Percentage of Time-Based Vesting Units			50.00%
Vesting period			5 years
Service period			5 years
Compensation expense				2,776	$ 1,691
Performance Based Class B Units
Equity-Based Compensation
Percentage of Performance-Based Vesting Units			50.00%
Compensation expense			$ 12,349	57,421
Unrecognized share-based compensation expense			11,638
Performance Based Class B Units \| Chief Executive Officer
Equity-Based Compensation
Compensation expense			$ 3,912
Vested \| shares			853,001
Exchanged \| shares			1,561,950
Performance Based Class B Units \| Maximum
Equity-Based Compensation
Threshold Percentage of Holding by Former Parent Company for Vesting of Performance Based Units			10.00%
Restricted Stock
Equity-Based Compensation
Vesting period			3 years
Number of shareholders with monthly vesting period \| shareholder			1
Vesting period of shareholders			2 years
Compensation expense			$ 3,104	$ 167
Unrecognized share-based compensation expense			6,394
Fair Value of Equity Instruments			$ 83,260
Vested \| shares			1,957,054
Exchanged \| shares				5,941,693

Equity-Based Compensation - Valuation Assumptions (Details) - Class B Units	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity-Based Compensation
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	0.30%	1.60%
Expected stock price volatility	59.00%	55.00%
Expected exercise term (in years)	2 years 3 months 18 days	2 years

Equity-Based Compensation - Non Vested Performance Based Activity (Details) - Class B Units	12 Months Ended
	Dec. 31, 2020 $ / shares shares
UNITS
Outstanding, as of December 31, 2019 \| shares	5,436,299
Granted \| shares	1,357,408
Exercised \| shares	(87,930)
Forfeited \| shares	(377,626)
Exchanged \| shares	(6,328,151)
Outstanding, as of December 31, 2020 \| shares	0
Outstanding, as of December 31, 2019	$ 3.53
Granted	7.39
Exercised	3.55
Forfeited	3.63
Exchanged	4.37
Outstanding, as of December 31, 2019	11.43
Granted	26.96
Exercised	10.2
Forfeited	$ 10.3

Equity-Based Compensation - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		11 Months Ended	12 Months Ended
	Dec. 10, 2020	Dec. 09, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Weighted Average Grant Date Fair Value
Compensation expense			$ 29,483	$ 64,507	$ 1,691
Class B Units
Equity-Based Compensation
Service period			5 years
Shares
Issuance of restricted stock (in shares)	4,211,598
Weighted Average Grant Date Fair Value
Compensation expense		$ 0
Unrecognized share-based compensation expense				$ 0
Restricted Stock
Shares
Non-vested restricted stock beginning balance			5,941,693
Exchanged				5,941,693
Granted			87,127	0	0
Vested			(1,957,054)
Forfeited			(161,044)
Non-vested restricted stock Ending balance			3,910,722	5,941,693
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share)			$ 23.00
Granted (in dollars per share)			31.70
Vested (in dollars per share)			23.02
Forfeited (in dollars per share)			23.00
Non-vested restricted stock of ending balance (in dollars per share)			$ 23.18	$ 23.00
Compensation expense			$ 3,104	$ 167
Unrecognized share-based compensation expense			$ 6,394
Unrecognized share-based compensation expense, recognition period			33 months 6 days
Grant date fair value			$ 2,762
Restricted Stock \| Pinnacle 21, LLC
Shares
Granted			87,127
Weighted Average Grant Date Fair Value
Compensation expense			$ 292
Unrecognized share-based compensation expense			$ 2,470
Unrecognized share-based compensation expense, recognition period			26 years 8 months 12 days
Time Based Class B Units
Equity-Based Compensation
Service period			5 years
Weighted Average Grant Date Fair Value
Compensation expense				2,776	$ 1,691
Performance Based Class B Units
Weighted Average Grant Date Fair Value
Compensation expense			$ 12,349	$ 57,421
Unrecognized share-based compensation expense			$ 11,638
Unrecognized share-based compensation expense, recognition period			24 months 18 days

Equity-Based Compensation - 2020 Incentive Plans (Details) - 2020 Incentive Plan $ in Thousands	Dec. 31, 2021 USD ($) shares
Equity-Based Compensation
Number of units authorized (in units)	20,000,000
Authorized amount \| $	$ 1,000,000
Annual Percentage	4.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	19,898,104

Equity-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Weighted Average Grant Date Fair Value
Compensation expense	$ 29,483	$ 64,507	$ 1,691
Restricted Stock
Shares
Non-vested restricted stock beginning balance	5,941,693
Granted	87,127	0	0
Vested	1,957,054
Forfeited	(161,044)
Non-vested restricted stock Ending balance	3,910,722	5,941,693
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share)	$ 23.00
Granted (in dollars per share)	31.70
Vested (in dollars per share)	23.02
Forfeited (in dollars per share)	23.00
Non-vested restricted stock of ending balance (in dollars per share)	$ 23.18	$ 23.00
Vesting period	3 years
Fair Value of Equity Instruments	$ 83,260
Compensation expense	3,104	$ 167
Unrecognized share-based compensation expense	$ 6,394
Unrecognized share-based compensation expense, recognition period	33 months 6 days
Restricted Stock Units (RSUs)
Shares
Non-vested restricted stock beginning balance	30,052
Granted	1,347,265
Vested	24,728
Forfeited	(63,865)
Non-vested restricted stock Ending balance	1,288,724	30,052
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share)	$ 23.00
Granted (in dollars per share)	29.19
Vested (in dollars per share)	23.00
Forfeited (in dollars per share)	26.80
Non-vested restricted stock of ending balance (in dollars per share)	$ 29.28	$ 23.00
Compensation expense	$ 8,257	$ 81
Unrecognized share-based compensation expense	$ 29,914
Unrecognized share-based compensation expense, recognition period	28 months 15 days
Performance Based Class B Units
Weighted Average Grant Date Fair Value
Compensation expense	$ 12,349	57,421
Unrecognized share-based compensation expense	$ 11,638
Unrecognized share-based compensation expense, recognition period	24 months 18 days
Performance Based Common Stock Units
Shares
Granted	418,480
Forfeited	(11,905)
Non-vested restricted stock Ending balance	406,575
Weighted Average Grant Date Fair Value
Granted (in dollars per share)	$ 27.36
Forfeited (in dollars per share)	27.45
Non-vested restricted stock of ending balance (in dollars per share)	$ 27.35
Compensation expense	$ 5,481
Unrecognized share-based compensation expense	$ 5,141
Unrecognized share-based compensation expense, recognition period	19 months 23 days
Time Based Class B Units
Weighted Average Grant Date Fair Value
Vesting period	5 years
Compensation expense		$ 2,776	$ 1,691
Employees \| Restricted Stock Units (RSUs)
Shares
Vested	11,103
2020 Incentive Plan \| Restricted Stock Units (RSUs)
Weighted Average Grant Date Fair Value
Vesting period	3 years

Equity-Based Compensation - 2020 Employee Stock Purchase Plan (Details) - 2020 Employee Stock Purchase Plan - shares		12 Months Ended
	Dec. 10, 2020	Dec. 31, 2021
Equity-Based Compensation
Number of units authorized (in units)	1,700,000
Percentage of shares held	5.00%
Rights to purchase common shares	25,000
Discounted shares price percentage	85.00%
Stock issued		0
Minimum
Equity-Based Compensation
Employees contribution	1.00%
Maximum
Equity-Based Compensation
Employees contribution	15.00%
Shares available for purchase period	27 months

Equity-Based Compensation - Compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity-Based Compensation
Compensation expense	$ 29,483	$ 64,507	$ 1,691
Compensation expense tax benefits	117	0	0
Cost of revenues
Equity-Based Compensation
Compensation expense	5,193	8,805	156
Sales and marketing
Equity-Based Compensation
Compensation expense	2,204	7,390	110
Research and development
Equity-Based Compensation
Compensation expense	2,872	7,133	121
General and administrative expenses
Equity-Based Compensation
Compensation expense	$ 19,214	$ 41,179	$ 1,304

Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases
Capital lease accumulated amortization		$ 946
Operating lease rent expense		$ 6,534	$ 6,377
Minimum
Leases
Remaining operating and capital lease term	1 year
Maximum
Leases
Remaining operating and capital lease term	7 years

Leases - Lease Term and Discount Rates (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating lease, right of use assets	$ 12,634
Finance lease, right of use assets	271
Lease right of use assets	12,905
Operating leases liabilities - Current	$ 5,040
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current
Financing leases liabilities - Current	$ 293	$ 275
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Operating leases liabilities - Noncurrent	$ 8,256
Financing leases liabilities - Noncurrent	$ 25	$ 318
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Lease liabilities	$ 13,614
Operating leases - Weighted-average remaining lease term (years)	3 years 7 months 17 days
Financing leases - Weighted-average remaining lease term (years)	1 year 29 days
Operating leases - Weighted-average discount rate	3.91%
Financing leases - Weighted-average discount rate	6.19%

Leases - Lease Costs (Details) $ in Thousands	12 Months Ended
Leases - Lease Costs (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases
Operating lease cost	$ 5,815
Short-term lease cost	404
Variable lease cost	744
Sublease income	(490)
Financing lease cost:
Amortization of right-of-use assets	277
Interest on lease obligations	29
Total lease costs	$ 6,779

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Leases
Operating cash flows from finance leases	$ 29
Operating cash flows from operating leases	6,105
Financing cash flows from finance leases	275
Right-of-use assets obtained in exchange for new and measured operating leases	520
Right-of-use assets obtained through acquisition	$ 1,648

Leases - Undiscounted Future Cash Flows Including Prior to Adoption of Topic 842 (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
OPERATING LEASE
2021		$ 6,023
2022		4,698
2023		3,191
2024		2,559
2025		2,065
Thereafter		2,372
Non-cancelable future minimum lease payments		20,908
OPERATING LEASE
2022	$ 5,138
2023	3,246
2024	2,564
2025	1,930
2026	1,326
Thereafter	135
Total future lease payments	14,339
Less: imputed interest	(1,043)
Operating lease liabilities	13,296
CAPITAL LEASES
2021		304
2022		304
2023		25
Non-cancelable future minimum lease payments		633
Less amount representing interest		(40)
Net non-cancelable future minimum lease payments		593
CAPITAL LEASE
2022	304
2023	25
Total future lease payments	329
Less: imputed interest	(11)
Finance lease liabilities	$ 318
Gross amounts of assets under capital leases		$ 1,501

Segment Data (Details) $ in Thousands	12 Months Ended
Segment Data (Details) $ in Thousands	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segments
Number of operating segment \| segment	1
Revenue	$ 286,104	$ 243,530	$ 208,511
Property and equipment, net	2,935	3,872
Americas
Segments
Revenue	205,377	182,629	154,505
Property and equipment, net	1,903	2,691
EMEA
Segments
Revenue	56,410	42,844	40,299
Property and equipment, net	712	817
Asia Pac
Segments
Revenue	24,317	18,057	$ 13,707
Property and equipment, net	$ 320	$ 364

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Domestic	$ (10,373)	$ (55,355)	$ (12,995)
Foreign	6,998	5,174	3,844
Loss before income taxes	$ (3,375)	$ (50,181)	$ (9,151)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
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+ Details

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current tax expense provision
Federal	$ 451	$ 326	$ 483
State and local	1,798	1,659	1,692
Foreign	8,826	4,634	4,303
Total current	11,075	6,619	6,478
Deferred tax benefit
Federal	(4,416)	(3,620)	3,137
State and local	(1,156)	276	(5,431)
Foreign	4,388	(4,059)	(4,409)
Total deferred	(1,184)	(7,403)	(6,703)
Total provision (benefit)	$ 9,891	$ (784)	$ (225)

Income Taxes - Reconciliation of Income Tax Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Effective Income Tax Rate Reconciliation, Percent	(293.06%)	1.56%	2.46%
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ (709)	$ (10,538)	$ (1,919)
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Tax at U.S. federal statutory rate	(709)	(10,538)	(1,919)
State taxes, net of federal benefit	226	1,125	(3,852)
Foreign rate differential	3,872	2,296	1,654
Permanent items	(670)	(139)	(177)
Equity compensation	3,534	13,562	412
GILTI inclusion	540	932	570
Tax credits	(7,060)	(7,618)	(4,264)
Rate change	5,256	2,076	(2,922)
Other adjustments	3,131	1,223	3,736
Return to provision adjustments	(66)	(103)	(139)
Valuation allowance	1,837	(3,600)	6,676
Total provision (benefit)	$ 9,891	$ (784)	$ (225)
Reconciling items between the statutory income tax rate and the effective income tax rate (Percentage)
Tax at U.S. federal statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(6.71%)	(2.24%)	42.14%
Foreign rate differential	(114.72%)	(4.58%)	(18.09%)
Permanent items	19.84%	0.28%	1.93%
Equity compensation	(104.70%)	(27.03%)	(4.51%)
GILTI inclusion	(16.00%)	(1.86%)	(6.24%)
Tax credits	209.19%	15.18%	46.65%
Rate change	(155.75%)	(4.14%)	31.97%
Other adjustments	(92.76%)	(2.43%)	(40.87%)
Return to provision adjustments	1.95%	0.21%	1.52%
Valuation allowance	(54.40%)	7.17%	(73.04%)
Effective Income Tax Rate Reconciliation, Percent, Total	(293.06%)	1.56%	2.46%

Income Taxes - Narrative (Details)	12 Months Ended
Income Taxes - Narrative (Details)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Effective tax rate	(293.06%)	1.56%	2.46%
Madeira, Portugal \| Period of 2008 through 2011
Income Taxes
Effective tax rate	0.00%
Madeira, Portugal \| Period 2012
Income Taxes
Effective tax rate	4.00%
Madeira, Portugal \| 2013 through 2020
Income Taxes
Effective tax rate	5.00%
Madeira, Portugal \| 2021 through 2027
Income Taxes
Effective tax rate	5.00%

Income Taxes - Temporary Differences (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Accounts receivable	$ 61	$ 29
Accrued compensation	3,552	4,222
Accrued expenses		137
Deferred revenue	696
Net operating loss carryforwards	4,117	5,229
R&D credit carryforward	4,965	7,054
Foreign tax credits	15,054	12,485
Interest rate hedge	253	925
Equity based compensation	3,015
Other assets	380	115
Interest expense	224	869
Right-of-use (ROU) liability	2,944
Total gross deferred tax asset	35,261	31,065
Less: Valuation allowance	(18,235)	(16,715)
Deferred Tax Assets, Net of Valuation Allowance, Total	17,026	14,350
Deferred tax liabilities
Property, equipment, and other long-lived assets	(272)	(359)
Goodwill and intangible assets	(83,844)	(83,935)
Prepaid expenses	(1,968)	(1,724)
Accrued expenses	(184)
Deferred revenue		(1,482)
Right-of-use (ROU) assets	(2,783)
Total gross deferred tax liability	(89,051)	(87,500)
Net deferred tax liability	$ (72,025)	$ (73,150)

Income Taxes - Change in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Net change in valuation allowance	$ (1,520)	$ 3,831
Undistributed earnings	1,059	897
Withholding tax liability	168	168
Interest and penalties on uncertain tax positions	0	$ 0
Federal
Income Taxes
Operating loss carryforward	2,416
State
Income Taxes
Operating loss carryforward	2,576
Foreign
Income Taxes
Operating loss carryforward	24,491
Research and development credits \| Federal
Income Taxes
Tax credit carryforward	1,475
Research and development credits \| Federal \| CALIFORNIA
Income Taxes
Tax credit carryforward	417
Research and development credits \| Foreign
Income Taxes
Tax credit carryforward	406
Tax credits \| Foreign
Income Taxes
Tax credit carryforward	15,054
Investment tax credits \| Foreign
Income Taxes
Tax credit carryforward	$ 3,809

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Uncertain tax positions	$ 1,059	$ 897
Reconciliation of the beginning and ending balance of unrecognized tax benefits
Balance at beginning	897	690
Additions for tax positions related to the current year	156	198
Additions for tax positions of prior years	6	9
Balance at end	$ 1,059	$ 897

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (13,266)	$ (49,397)	$ (8,926)
Denominator:
Basic weighted average common shares outstanding (in shares)	149,842,668	133,247,212	132,407,786
Diluted weighted average common shares outstanding (in shares)	149,842,668	133,247,212	132,407,786
Net loss per common share, basic	$ (0.09)	$ (0.37)	$ (0.07)
Net loss per common share, diluted	$ (0.09)	$ (0.37)	$ (0.07)
Restricted Stock
Antidilutive securities
Potentially dilutive securities outstanding	3,910,722	5,941,693	0
Time Based Class B Units
Antidilutive securities
Potentially dilutive securities outstanding	1,288,724	30,052	0
Performance Based Class B Units
Antidilutive securities
Potentially dilutive securities outstanding	61,456	0	0

Subsequent Events (Details) $ in Thousands	Jan. 03, 2022 USD ($)
Subsequent Events \| Integrated Nonclinical Development Solutions, Inc.
Subsequent Events
Consideration of cash	$ 7,078