0001558370-22-012907 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 01, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39799
Entity Registrant Name	Certara, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2180925
Entity Address, Address Line One	100 Overlook Center
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Princeton
Entity Address State Or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	609
Local Phone Number	716-7900
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CERT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		159,882,488
Entity Central Index Key	0001827090
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 194,755	$ 185,797
Accounts receivable, net of allowance for credit losses of $474 and $262, respectively	73,873	69,555
Restricted cash	3,495	827
Prepaid expenses and other current assets	13,896	18,548
Total current assets	286,019	274,727
Other assets:
Property and equipment, net	2,749	2,935
Operating lease right-of-use assets	12,303	12,634
Goodwill	700,800	703,371
Intangible assets, net of accumulated amortization of $191,994 and $169,329, respectively	493,051	511,823
Deferred income taxes	4,146	4,073
Other long-term assets	2,681	2,167
Total assets	1,501,749	1,511,730
Current liabilities:
Accounts payable	5,243	7,458
Accrued expenses	22,387	29,830
Current portion of deferred revenue	46,122	45,496
Current portion of long-term debt	3,020	3,020
Current operating lease liabilities	4,599	5,040
Other current liabilities	174	1,381
Total current liabilities	81,545	92,225
Long-term liabilities:
Deferred revenue, net of current portion	2,282	1,531
Deferred income taxes	70,378	76,098
Operating lease liabilities, net of current portion	8,295	8,256
Long-term debt, net of current portion and debt discount	290,868	291,746
Non-current finance lease liabilities		25
Total liabilities	453,368	469,881
Commitments and contingencies
Stockholders' equity:
Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
Common shares, $0.01 par value, 600,000,000 shares authorized, 159,991,357 and 159,660,048 shares issued as of June 30, 2022 and December 31, 2021, respectively, 159,882,362 and 159,658,948 shares outstanding as of June 30, 2022 and December 31, 2021, respectively	1,600	1,596
Additional paid-in capital	1,136,831	1,119,821
Accumulated deficit	(73,983)	(75,604)
Accumulated other comprehensive loss	(13,718)	(3,926)
Treasury stock at cost, 108,995 and 1,100 shares at June 30, 2022 and December 31, 2021, respectively	(2,349)	(38)
Total stockholders' equity	1,048,381	1,041,849
Total liabilities and stockholders' equity	$ 1,501,749	$ 1,511,730

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for credit losses	$ 474	$ 262
Accumulated amortization	$ 191,994	$ 169,329
Preferred share, par value	$ 0.01	$ 0.01
Preferred share, shares authorized	50,000,000	50,000,000
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 issued	159,991,357	159,660,048
Common share, shares outstanding	159,882,362	159,658,948
Treasury stock, shares	108,995	1,100

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Revenues	$ 82,760	$ 70,096	$ 164,311	$ 136,814
Cost of revenues	35,194	27,542	67,983	53,558
Operating expenses:
Sales and marketing	7,121	4,589	13,232	8,341
Research and development	7,741	4,626	15,289	9,332
General and administrative	17,778	18,034	36,117	34,596
Intangible asset amortization	10,355	9,479	20,504	18,935
Depreciation and amortization expense	422	552	904	1,154
Total operating expenses	43,417	37,280	86,046	72,358
Income from operations	4,149	5,274	10,282	10,898
Other income (expenses):
Interest expense	(3,879)	(6,332)	(7,107)	(10,260)
Other, net	2,521	(346)	3,362	(463)
Total other expenses	(1,358)	(6,678)	(3,745)	(10,723)
Income (loss) before income taxes	2,791	(1,404)	6,537	175
Provision of income taxes	3,380	1,453	4,916	1,980
Net income (loss)	(589)	(2,857)	1,621	(1,805)
Other comprehensive loss:
Foreign currency translation adjustment	(7,520)	302	(10,704)	(1,243)
Change in fair value from interest rate swap, net of tax of $362, $0, $422, and $161, respectively	848		912	477
Reclassification of fair value of interest rate swap, net of tax of $0, $(765), $0, $(765)		2,268		2,268
Total other comprehensive income (loss)	(6,672)	2,570	(9,792)	1,502
Comprehensive loss	$ (7,261)	$ (287)	$ (8,171)	$ (303)
Net income (loss) per share attributable to common stockholders:
Basic (in dollar per share)	$ 0.00	$ (0.02)	$ 0.01	$ (0.01)
Diluted (in dollar per share)	$ 0.00	$ (0.02)	$ 0.01	$ (0.01)
Weighted average common shares outstanding:
Basic (in shares)	156,478,724	147,485,566	156,209,335	147,323,724
Diluted (in shares)	156,478,724	147,485,566	159,293,362	147,323,724

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Change in fair value from interest rate swap, tax expense (benefit)	$ 362	$ 0	$ 422	$ 161
Reclassification of fair value of interest rate swap, tax expense (benefit)	$ 0	$ (765)	$ 0	$ (765)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	COMMON STOCK	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	ACCUMULATED OTHER COMPREHENSIVE LOSS	TREASURY STOCK	Total
Beginning balance at Dec. 31, 2020	$ 1,529	$ 884,528	$ (62,338)	$ (1,587)		$ 822,132
Beginning balance (in shares) at Dec. 31, 2020	152,979,479
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense		12,681				12,681
Common shares issued for employee share-based compensation (in shares)	14,769
Restricted stock forfeiture (in shares)	(129,327)
Change in fair value from interest rate swap, net of tax				477		477
Reclassification of fair value of interest rate swap, net of tax				2,268		2,268
Net income (loss)			(1,805)			(1,805)
Foreign currency translation adjustment, net of tax				(1,243)		(1,243)
Ending balance at Jun. 30, 2021	$ 1,529	897,209	(64,143)	(85)		834,510
Ending balance (in shares) at Jun. 30, 2021	152,864,921
Beginning balance at Mar. 31, 2021	$ 1,529	889,679	(61,286)	(2,655)		827,267
Beginning balance (in shares) at Mar. 31, 2021	152,979,479
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense		7,530				7,530
Common shares issued for employee share-based compensation (in shares)	14,769
Restricted stock forfeiture (in shares)	(129,327)
Reclassification of fair value of interest rate swap, net of tax				2,268		2,268
Net income (loss)			(2,857)			(2,857)
Foreign currency translation adjustment, net of tax				302		302
Ending balance at Jun. 30, 2021	$ 1,529	897,209	(64,143)	(85)		834,510
Ending balance (in shares) at Jun. 30, 2021	152,864,921
Beginning balance at Dec. 31, 2021	$ 1,596	1,119,821	(75,604)	(3,926)	$ (38)	1,041,849
Beginning balance (in shares) at Dec. 31, 2021	159,658,948
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense		17,014				17,014
Restricted stock withheld for tax liability					(2,229)	(2,229)
Restricted stock withheld for tax liability (in shares)	(104,417)
Common shares issued for employee share-based compensation	$ 4	(4)
Common shares issued for employee share-based compensation (in shares)	331,309
Restricted stock withheld for tax liability and in treasury					(82)	(82)
Restricted stock withheld for tax liability and in treasury (in shares)	(3,478)
Change in fair value from interest rate swap, net of tax				912		912
Net income (loss)			1,621			1,621
Foreign currency translation adjustment, net of tax				(10,704)		(10,704)
Ending balance at Jun. 30, 2022	$ 1,600	1,136,831	(73,983)	(13,718)	(2,349)	1,048,381
Ending balance (in shares) at Jun. 30, 2022	159,882,362
Beginning balance at Mar. 31, 2022	$ 1,596	1,127,334	(73,394)	(7,046)	(85)	1,048,405
Beginning balance (in shares) at Mar. 31, 2022	159,657,174
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense		9,501				9,501
Restricted stock withheld for tax liability					(2,229)	(2,229)
Restricted stock withheld for tax liability (in shares)	(104,417)
Common shares issued for employee share-based compensation	$ 4	(4)
Common shares issued for employee share-based compensation (in shares)	331,309
Restricted stock withheld for tax liability and in treasury					(35)	(35)
Restricted stock withheld for tax liability and in treasury (in shares)	(1,704)
Change in fair value from interest rate swap, net of tax				848		848
Net income (loss)			(589)			(589)
Foreign currency translation adjustment, net of tax				(7,520)		(7,520)
Ending balance at Jun. 30, 2022	$ 1,600	$ 1,136,831	$ (73,983)	$ (13,718)	$ (2,349)	$ 1,048,381
Ending balance (in shares) at Jun. 30, 2022	159,882,362

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 1,621	$ (1,805)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment	904	1,154
Amortization of intangible assets	25,161	20,227
Amortization of debt issuance costs	771	747
(Recovery of) provision for credit losses	217	(61)
Loss on retirement of assets	7	282
Equity-based compensation expense	17,014	12,681
Unrealized loss on interest rate swap		2,390
Deferred income taxes	(5,607)	(1,971)
Changes in assets and liabilities
Accounts receivable	(5,706)	620
Prepaid expenses and other assets	4,586	197
Accounts payable and other liabilities	(7,934)	(13,848)
Deferred revenue	3,186	(1,057)
Other current liabilities	(1,529)	155
Changes in operating lease assets and liabilities, net	371	(155)
Net cash provided by operating activities	33,062	19,556
Cash flows from investing activities:
Capital expenditures	(859)	(511)
Capitalized development costs	(5,172)	(3,374)
Business acquisitions, net of cash acquired	(5,883)	(14,114)
Net cash used in investing activities	(11,914)	(17,999)
Cash flows from financing activities:
Proceeds from borrowings on long-term debt		89
Payments on long-term debt and finance lease obligations	(1,654)	(2,323)
Payment of debt issuance costs		(2,931)
Payments on financing component of interest rate swap	(1,085)
Payment of taxes on shares withheld for employee taxes	(2,312)
Net cash used in financing activities	(5,051)	(5,165)
Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash	(4,471)	(88)
Net (decrease) increase in cash and cash equivalents, and restricted cash	11,626	(3,696)
Cash and cash equivalents, and restricted cash, at beginning of period	186,624	273,291
Cash and cash equivalents, and restricted cash, at end of period	198,250	269,595
Supplemental disclosures of cash flow information
Cash paid for interest	7,468	7,114
Cash paid for taxes	$ 5,558	4,420
Supplemental schedule of non-cash investing and financing activities
Liabilities assumed in connection with business acquisition		$ 1,912

Description of Business

6 Months Ended

Jun. 30, 2022

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.

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

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

There have been no changes other than what is discussed herein to the Company’s significant accounting policies as compared to the significant accounting policies described in Note 2 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as of and for the year ended December 31, 2021.

(a)	Basis of Presentation and Use of Estimates

The preparation of condensed 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 condensed 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 condensed consolidated financial statements.

(b) Unaudited Interim Financial Statements

The accompanying condensed consolidated balance sheet as of June 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2022 and 2021, the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021, and the related interim disclosures are unaudited.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2021 audited consolidated financial statements and notes thereto. The information as of December 31, 2021 in the Company’s condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(c)	Accounting Pronouncements Not Yet Adopted

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 condensed consolidated financial statements.

(d) Principles of Consolidation

The accompanying condensed 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)	Cash and Cash Equivalents, and Restricted Cash

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased.

Restricted cash represents cash that is reserved to provide for a company credit card program and unexpended restricted grant funds. The restricted cash balance was $3,495 and $827 at June 30, 2022 and December 31, 2021, respectively.

The following table provides a reconciliation of cash and cash equivalents and restricted cash to the amounts presented in the condensed consolidated statements of cash flows:


	JUNE 30,		DECEMBER 31,
	2022		2021
Cash and cash equivalents	$	194,755	$	185,797
Restricted cash, current		3,495		827
Total cash and cash equivalents and restricted cash	$	198,250	$	186,624

(f)	Derivative Instruments

Effective May 31, 2022, the Company has a pay-fixed, receive-variable interest rate swap agreement to modify the interest rate characteristics of term loan debt from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes. The swap agreement has a notional amount of $230,000, a fixed rate of 2.8% and a termination date of August 31, 2025. At June 30, 2022, the interest swap had a fair value of $1,391 and the amount recognized in the other comprehensive income was $1,391. During the three and six months ended June 30, 2022, the amounts recognized on the condensed consolidated statements of operations and comprehensive loss related to interest on derivative were $0 and $345.

The Company also had an interest rate swap agreement for a notional amount of $230,000 that fixed the interest rate at 2.1%, non-inclusive of the fixed credit spread through May 31, 2022. On August 31, 2021, the Company entered into 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 at 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. Due to an other-than-insignificant financing element on a portion of such hybrid instrument, the cash flows associated with this hybrid instrument were classified as financing activities in the consolidated statements of cash clows. The interest rate swap matured on May 31, 2022. At June 30, 2022, the Company did not record any amounts for the financing component and fair value of the interest rate swap in the condensed consolidated balance sheets. The Company reclassified $3,033 of accumulated comprehensive loss to interest expense in the condensed consolidated statements of comprehensive (loss) income in the second quarter of 2021 due to hedge ineffectiveness. Excluding the amount reclassified, the interest expense recognized on the derivative was $7, $649, $(179), $661 for the three and six months ended June 30, 2022 and 2021, respectively.

The Company uses derivatives to manage certain interest exposures and designated all the derivatives as cash flow hedges. The Company records derivatives at fair value on its condensed consolidated balance sheets. Changes in the fair value of derivatives designated as cash flow hedges are recorded as a component of accumulated other comprehensive income. Those amounts are reclassified into interest expenses in the same period during which the hedged transactions impact earnings.

The following table sets forth the assets that are measured at fair value on a recurring basis by the levels in the fair value hierarchy at June 30, 2022:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	1,391	$	—	$	1,391
Total	$	—	$	1,391	$	—	$	1,391

The following table sets forth the assets 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 net amount of deferred gains related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gains into earnings over the next twelve months is $676.

For more information regarding fair value measurement and fair value hierarchy, see Note 2. “Summary of Significant Accounting Policies” in the notes to the consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(g)	Revenue Recognition

In accordance with Accounting Standards Codification Topic 606 ("ASC Topic 606"), “Revenue from Contracts with Customers”, the Company determines revenue recognition through the following steps:

i.Identification of the contract, or contracts, with a customer

ii.Identification of the performance obligations in the contract

iii.Determination of the transaction price

iv.Allocation of the transaction price to the performance obligations in the contract

v.Recognition of revenue when, or as, the Company satisfies a performance obligation

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 following describes 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, such as a software license plus software training, implementation, and/or maintenance/support, or in contracts where there are multiple software licenses, 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 (“SSP”). 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 less than one year such that there is no significant financing component to the transaction.

Software Licenses

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.

Software Services

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

Software as a Service SaaS Revenues

SaaS revenues consists of subscription fees for access to, and related support for, the Company’s 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.

Services and Other Revenues

The Company’s primary professional 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 or fixed fee. 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 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 the 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.

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 condensed 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 condensed 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 condensed consolidated balance sheets.

The unsatisfied performance obligations as of June 30, 2022 were approximately $120,980.

Deferred Contract Acquisition Costs

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. The costs capitalized are primarily sales commissions for our sales force personnel. Capitalized costs to obtain a contract are amortized on a straight line basis over the expected period of benefit. Amortization of capitalized costs are included in sales and marketing expense in our condensed consolidated statements of operations and comprehensive loss. Capitalized contract acquisition cost was $495 as of June 30, 2022 and was included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Grant Revenue

The Company receives grant funding for certain specific projects from time to time. These grants specify the funds provided are to be used exclusively to satisfy the deliverables outlined in the grant agreements. In these agreements both involved parties receive and sacrifice approximately commensurate value so these are accounted as exchange transactions, so revenue is recognized according to ASC Topic 606. The grant funding is generally provided near contract inception so a contract liability is initially recorded and revenue is recognized as the performance obligations are satisfied over time.

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:


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Software licenses transferred at a point in time	$	12,131	$	9,629	$	25,583	$	22,054
Software licenses transferred over time		16,593		10,483		32,334		19,962
Service revenues earned over time		54,036		49,984		106,394		94,798
Total	$	82,760	$	70,096	$	164,311	$	136,814

(h)	Earnings per Share

Basic earnings per common share is computed by dividing the net income that is attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period, without consideration for potentially dilutive securities. The dilutive effect of potentially dilutive securities is excluded from basic earnings per share and is included in the calculation of diluted earnings per share. Restricted stock and restricted stock units granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share.

Diluted earnings per share is computed by dividing the earnings attributable to stockholders by the weighted-average number of shares and potentially dilutive securities outstanding during the period.

(i)

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 the Company’s workforce, delay or cancellation of projects due to disruption of clinical trials, or a sustained economic downturn. 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 the Company’s business.

Public Offerings

6 Months Ended

Jun. 30, 2022

Public Offerings

Public Offerings

3. Public Offerings

The Company is party to a registration rights agreement with EQT AB and its affiliates (“EQT”), Arsenal Capital Partners, and certain other stockholders (collectively, the “Institutional Investors”). It contains provisions that entitle EQT and the other Institutional Investors thereto to certain rights to have their securities registered by the Company under the Securities Act. EQT is entitled to an unlimited number of “demand” registrations, subject to certain limitations. Every Institutional Investor that holds registration rights is also 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 Institutional Investors relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act of 1933.

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 public offering 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 a 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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+ Details

Concentrations of Credit Risk

6 Months Ended

Jun. 30, 2022

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 June 30, 2022 and December 31, 2021, 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 June 30, 2022 and December 31, 2021, no single customer accounted for more than 10% of the Company’s accounts receivable. No single customers accounted for more than 10% of the Company’s revenues during the six months ended June 30, 2022 and 2021.

Acquisitions

6 Months Ended

Jun. 30, 2022

Acquisitions

Acquisitions

5.	Acquisitions

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 significant 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 significant 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 21, LLC (“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 common 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 on 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.

Integrated Nonclinical Development Solutions

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 a total consideration of $8,048. The business combination was not significant to the Company’s condensed consolidated financial statements. Based on the Company’s purchase price allocation, approximately $2,380, $1,040, $100, and $2,910 of the purchase price was assigned to customer relationships, developed technology, non-compete agreements, and goodwill, respectively.

The condensed consolidated financial statements include the operating results of each acquisition from the date of acquisition.

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

6 Months Ended

Jun. 30, 2022

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

6.	Prepaid Expenses and Other Current Assets and Other Long-Term Assets


		JUNE 30,		DECEMBER 31,
	2022		2021
Prepaid expenses	$	8,027	$	8,973
Income tax receivable		1,360		4,800
Research and development tax credit receivable		3,013		3,951
Current portion of interest rate swap asset		680		57
Other current assets		816		767
Prepaid expenses and other current assets	$	13,896	$	18,548

Other long-term assets consisted of the following:


		JUNE 30,		DECEMBER 31,
	2022		2021
Long-term deposits	$	1,103	$	1,160
Derivative assets - long-term		710		—
Deferred financing cost		868		1,007
Total other long-term assets	$	2,681	$	2,167

Long-Term Debt and Revolving Line of Credit

6 Months Ended

Jun. 30, 2022

Long-Term Debt and Revolving Line of Credit

Long-Term Debt and Revolving Line of Credit

7.	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 June 30, 2022 and December 31, 2021, available borrowings under the revolving lines of credits were $100,000. Available borrowings under the revolving lines of credits as of June 30, 2022 and December 31, 2021 were reduced by $120 and $239 standby letters of credit issued to a landlord in lieu of a security deposit in addition to any outstanding borrowings.

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 3.98% and 3.73% for the six months ended June 30, 2022 and 2021 for the term loan debt, respectively. As discussed previously, the Company entered into interest rate swap agreements to mitigate the interest risk.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $5,978 and $5,671 for the six months ended June 30, 2022 and 2021, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $43 and $30 at June 30, 2022 and December 31, 2021, respectively, and is included in accrued expenses. Interest incurred on the Credit Agreement with respect to the revolving line of credit was $128 and $33 for the six months ended June 30, 2022 and 2021, respectively. There was $1 and $66 accrued interest payable on the revolving line of credit at June 30, 2022 and December 31, 2021, respectively.

Long-term debt consists of the following:


	JUNE 30,		DECEMBER 31,
	2022		2021
Term loans	$	298,980	$	300,490
Revolving line of credit		—		—
Less: debt issuance costs		(5,092)		(5,724)
Total		293,888		294,766
Current portion of long-term debt		(3,020)		(3,020)
Long-term debt, net of current portion and debt issuance costs	$	290,868	$	291,746

The principal amount of long-term debt outstanding as of June 30, 2022 matures in the following years:


	Remainder of 2022		2023		2024		2025		2026		TOTAL
Maturities	$	1,510	$	3,020	$	3,020	$	3,020	$	288,410	$	298,980

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, the Company was not required to make a mandatory prepayment on the term loan. For the 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.

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+ Details

Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

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

Operating lease right of use assets are included in “other assets” section while finance lease right of use assets are included in "property and equipment, net" in the condensed consolidated balance sheets. With respect to operating lease liabilities, current lease liabilities and non-current operating lease liabilities are included in “current operating lease liabilities” and "operating lease liabilities, net of current portion”. Current finance lease liabilities and non-current finance lease liabilities are included in "other current liabilities" and "non-current finance lease liabilities" in the condensed consolidated balance sheets. At June 30, 2022, the weighted average remaining lease terms were 3.49 years and 0.58 year for operating and finance leases, respectively; the weighted average discount rate were 4.10% and 6.19% for operating and finance leases, respectively. For additional information on the Company's leases, see Note 14 to the consolidated financial statements included the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at June 30, 2022 and December 31, 2021:



Lease Position	Balance Sheet Classification		JUNE 30, 2022		DECEMBER 31, 2021

Assets
Operating lease assets	Operating lease right-of-use assets	$	12,303	$	12,634
Finance lease assets	Property and equipment, net		133		271
Total lease assets		$	12,436	$	12,905

Liabilities
Current
Operating	Current operating lease liabilities	$	4,599	$	5,040
Finance	Other current liabilities		174		293

Noncurrent
Operating	Operating lease liabilities, net of current portion		8,295		8,256
Finance	Non-current finance lease liabilities		—		25
Total lease liabilities		$	13,068	$	13,614

The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2022.


	OPERATING		FINANCE
	LEASES		LEASES

Remainder of 2022	$	2,390	$	153
2023		3,947		25
2024		3,278		—
2025		2,508		—
2026		1,350		—
Thereafter		140		—
Total future lease payments		13,613		178
Less: imputed interest		(719)		(4)
Total	$	12,894	$	174

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

9.	Accrued Expenses and Other Current Liabilities

Accrued expenses consist of the following:


		JUNE 30,		DECEMBER 31,
	2022		2021
Accrued compensation	$	17,094	$	24,848
Legal and professional accruals		1,098		2,477
Local sales and VAT taxes		51		—
Interest payable		51		96
Income taxes payable		2,850		1,398
Accrued business acquisition liabilities		700		—
Other		543		1,011
Total accrued expenses	$	22,387	$	29,830

Other current liabilities consist of the following:


		JUNE 30,		DECEMBER 31,
	2022		2021
Current portion of interest rate swap liability	$	—	$	1,088
Current finance lease liabilities		174		293
Total other current liabilities	$	174	$	1,381

Equity-Based Compensation

6 Months Ended

Jun. 30, 2022

Equity-Based Compensation

Equity-Based Compensation

10.	Equity-Based Compensation

Restricted Stock

The majority of the Company’s restricted stock awarded to its employees were originally issued in December 2020 to exchange the Class B Profits Interest Unit (the “Class B Units”) of EQT.

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.

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.

In 2021, the Company granted 87,127 replacement shares of restricted stock in connection with the Pinnacle business acquisition under which equity-based awards are outstanding. The fair value of the restricted stock awarded was initially based on the fair value of our common stock on the date of grant, then adjusted for time restrictions due to unregistered

shares and lack of marketability. 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 two years.


		WEIGHTED-
		AVERAGE
		GRANT DATE
	SHARES	FAIR VALUE
Non-vested restricted stock as of December 31, 2021	3,910,722	$	23.18
Granted	—		—
Vested	(582,762)		23.19
Forfeited	—		—
Non-vested restricted stock as of June 30, 2022	3,327,960	$	23.18

The Company did not authorize or issue any restricted stock during the six-month period ended June 30, 2022. The number of the restricted stock vested includes 3,478 shares of common stock that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $1,957 and $4,077 for the three and six months ended June 30, 2022, respectively. At June 30, 2022, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $7,561, which is expected to be recognized over a weighted-average period of 22.6 months.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $766 and $1,531 for the three and six months ended June 30, 2022, respectively. At June 30, 2022, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $4,862, which is expected to be recognized over a weighted-average period of 29.6 months.

Equity-based employee compensation expense related to the time-based restricted stock for the Pinnacle acquisition were $292 and $584 for the three and six months ended June 30, 2022. At June 30, 2022, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach was $1,886, which is expected to be recognized over a weighted-average period of 21.1 months.

2020 Incentive Plan

In order to align the Company’s 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, restricted stock units (RSUs), and performance stock units (PSUs) 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.

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. 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, 2021	1,288,724	$	29.28
Granted*	1,375,817		22.09
Vested**	(326,077)		27.34
Forfeited	(45,197)		24.83
Non-vested RSUs as of June 30, 2022	2,293,267	$	25.33

* The shares granted during 2022 were primarily issued on April 1, 2022 under the 2020 Incentive Plan.

** The number of the RSUs vested includes 104,417 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements. The vested shares included 7,059 shares vested but deferred in connection with our director deferral plan.

Equity-based compensation expenses related to the RSUs were $5,838 and $9,226 for three and six months ended June 30, 2022, respectively. At June 30, 2022, the total unrecognized equity-based compensation expense related to outstanding RSUs was $49,967, which is expected to be recognized over a weighted-average period of 28.2 months.

Performance Stock Units

Performance stock units (“PSUs”) granted in April 2021 and 2022 were 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 for individual PSU plans including year over year revenue growth and unlevered free cash flow growth.

Share-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 June 30, 2022.

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


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested PSUs as of December 31, 2021	406,575	$	27.35
Granted	361,147		22.25
Vested	(12,291)		24.83
Forfeited	—		—
Non-vested PSUs as of June 30, 2022	755,431	$	24.95

Equity-based compensation expenses related to the PSUs were $648 and $1,595 for the three and six months ended June 30, 2022. At June 30, 2022, the total unrecognized equity-based compensation expense related to outstanding PSUs was $5,293, which is expected to be recognized over a weighted-average period of 17.4 months.

The following table summarizes the components of total equity-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss for each period presented:


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Cost of revenues	$	2,657	$	1,456	$	4,380	$	2,296
Sales and marketing		850		636		1,510		1,034
Research and development		1,785		615		3,158		1,014
General and administrative		4,209		4,823		7,966		8,337
Total	$	9,501	$	7,530	$	17,014	$	12,681

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.

As of June 30, 2022, 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.

Segment Data

6 Months Ended

Jun. 30, 2022

Segment Data

Segment Data

11.	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 is its CODM. The Company manages its operations as a single segment for the purposes 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 condensed consolidated financial statements.

The following table summarizes revenue by geographic area for the three and six months ended June 30, 2022 and 2021:


	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2022		2021		2022		2021
Revenue⁽¹⁾:
Americas	$	62,633	$	49,109	$	122,417	$	95,683
EMEA		13,623		13,689		29,557		27,915
Asia Pacific		6,504		7,298		12,337		13,216
Total	$	82,760	$	70,096	$	164,311	$	136,814

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

- 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
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+ Details

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Taxes

Income Taxes

12.

Income Taxes

The Company generally records its interim tax provision based upon a projection of the Company's estimated annual effective tax rate ("EAETR"). This EAETR is applied to the year-to-date consolidated pre-tax income to determine the interim provisions for income taxes before discrete items. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings, adjustments to the valuation allowances, and discrete items. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

The Company's global ETR for the three and six months ended June 30, 2022 and 2021 were 121%, (103)%, 75%, and 1,131% , respectively, including discrete tax items. The current year increase in the ETR was principally due to the relative mix of domestic and international earnings.

- 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.

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+ Details

Earnings per Share

6 Months Ended

Jun. 30, 2022

Earnings per Share

Earnings per Share

13.	Earnings per Share

Earnings per share is computed by dividing net income (loss) by the weighted-average common shares outstanding. Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share considers potentially dilutive securities outstanding during the period.

Basic and diluted earnings per share is computed by dividing net income (loss) by the weighted-average common shares outstanding:



	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Numerator:
Net income (loss) available to common shareholders	$	(589)	$	(2,857)	$	1,621	$	(1,805)
Denominator:
Basic weighted average common shares outstanding		156,478,724		147,485,566		156,209,335		147,323,724
Effects of dilutive securities		—		—		3,084,027		—
Diluted weighted average common shares outstanding		156,478,724		147,485,566		159,293,362		147,323,724
Earnings per share:
Basic	$	(0.00)	$	(0.02)	$	0.01	$	(0.01)
Diluted	$	(0.00)	$	(0.02)	$	0.01	$	(0.01)

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

(a)	Basis of Presentation and Use of Estimates

Unaudited Interim Financial Statements

(b) Unaudited Interim Financial Statements

Accounting Pronouncements Not Yet Adopted

(c)	Accounting Pronouncements Not Yet Adopted

Principles of Consolidation

(d) Principles of Consolidation

Cash and Cash Equivalents, and Restricted Cash

(e)	Cash and Cash Equivalents, and Restricted Cash

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased.

The following table provides a reconciliation of cash and cash equivalents and restricted cash to the amounts presented in the condensed consolidated statements of cash flows:


	JUNE 30,		DECEMBER 31,
	2022		2021
Cash and cash equivalents	$	194,755	$	185,797
Restricted cash, current		3,495		827
Total cash and cash equivalents and restricted cash	$	198,250	$	186,624

Derivative Instruments

(f)	Derivative Instruments

The following table sets forth the assets that are measured at fair value on a recurring basis by the levels in the fair value hierarchy at June 30, 2022:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	1,391	$	—	$	1,391
Total	$	—	$	1,391	$	—	$	1,391

The following table sets forth the assets 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

Revenue Recognition

(g)	Revenue Recognition

In accordance with Accounting Standards Codification Topic 606 ("ASC Topic 606"), “Revenue from Contracts with Customers”, the Company determines revenue recognition through the following steps:

i.Identification of the contract, or contracts, with a customer

ii.Identification of the performance obligations in the contract

iii.Determination of the transaction price

iv.Allocation of the transaction price to the performance obligations in the contract

v.Recognition of revenue when, or as, the Company satisfies a performance obligation

Arrangements with Multiple Performance Obligations

Software Licenses

Software Services

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

Software as a Service SaaS Revenues

Services and Other Revenues

Contract Balances

The unsatisfied performance obligations as of June 30, 2022 were approximately $120,980.

Deferred Contract Acquisition Costs

Grant Revenue

Sources and Timing of Revenue


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Software licenses transferred at a point in time	$	12,131	$	9,629	$	25,583	$	22,054
Software licenses transferred over time		16,593		10,483		32,334		19,962
Service revenues earned over time		54,036		49,984		106,394		94,798
Total	$	82,760	$	70,096	$	164,311	$	136,814

Earnings per Share

(h)	Earnings per Share

COVID-19

(i)

COVID-19

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Schedule of reconciliation of cash and cash equivalents and restricted cash


	JUNE 30,		DECEMBER 31,
	2022		2021
Cash and cash equivalents	$	194,755	$	185,797
Restricted cash, current		3,495		827
Total cash and cash equivalents and restricted cash	$	198,250	$	186,624

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

The following table sets forth the assets that are measured at fair value on a recurring basis by the levels in the fair value hierarchy at June 30, 2022:


	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Asset
Interest rate swap asset	$	—	$	1,391	$	—	$	1,391
Total	$	—	$	1,391	$	—	$	1,391

The following table sets forth the assets 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

Summary of revenue by timing of revenue recognition


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Software licenses transferred at a point in time	$	12,131	$	9,629	$	25,583	$	22,054
Software licenses transferred over time		16,593		10,483		32,334		19,962
Service revenues earned over time		54,036		49,984		106,394		94,798
Total	$	82,760	$	70,096	$	164,311	$	136,814

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Pinnacle 21, LLC

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

Prepaid Expenses and Other Current Assets and Other Long-Term Assets (Tables)

6 Months Ended

Jun. 30, 2022

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

Schedule of prepaid and other current assets


		JUNE 30,		DECEMBER 31,
	2022		2021
Prepaid expenses	$	8,027	$	8,973
Income tax receivable		1,360		4,800
Research and development tax credit receivable		3,013		3,951
Current portion of interest rate swap asset		680		57
Other current assets		816		767
Prepaid expenses and other current assets	$	13,896	$	18,548

Schedule of other long-term assets


		JUNE 30,		DECEMBER 31,
	2022		2021
Long-term deposits	$	1,103	$	1,160
Derivative assets - long-term		710		—
Deferred financing cost		868		1,007
Total other long-term assets	$	2,681	$	2,167

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

6 Months Ended

Jun. 30, 2022

Long-Term Debt and Revolving Line of Credit

Schedule of Long-term debt


	JUNE 30,		DECEMBER 31,
	2022		2021
Term loans	$	298,980	$	300,490
Revolving line of credit		—		—
Less: debt issuance costs		(5,092)		(5,724)
Total		293,888		294,766
Current portion of long-term debt		(3,020)		(3,020)
Long-term debt, net of current portion and debt issuance costs	$	290,868	$	291,746

Schedule of maturity of long-term debt

The principal amount of long-term debt outstanding as of June 30, 2022 matures in the following years:


	Remainder of 2022		2023		2024		2025		2026		TOTAL
Maturities	$	1,510	$	3,020	$	3,020	$	3,020	$	288,410	$	298,980

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases

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



Lease Position	Balance Sheet Classification		JUNE 30, 2022		DECEMBER 31, 2021

Assets
Operating lease assets	Operating lease right-of-use assets	$	12,303	$	12,634
Finance lease assets	Property and equipment, net		133		271
Total lease assets		$	12,436	$	12,905

Liabilities
Current
Operating	Current operating lease liabilities	$	4,599	$	5,040
Finance	Other current liabilities		174		293

Noncurrent
Operating	Operating lease liabilities, net of current portion		8,295		8,256
Finance	Non-current finance lease liabilities		—		25
Total lease liabilities		$	13,068	$	13,614

Schedule of minimum lease payments of operating leases

The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2022.


	OPERATING		FINANCE
	LEASES		LEASES

Remainder of 2022	$	2,390	$	153
2023		3,947		25
2024		3,278		—
2025		2,508		—
2026		1,350		—
Thereafter		140		—
Total future lease payments		13,613		178
Less: imputed interest		(719)		(4)
Total	$	12,894	$	174

Schedule of minimum lease payments of finance leases


	OPERATING		FINANCE
	LEASES		LEASES

Remainder of 2022	$	2,390	$	153
2023		3,947		25
2024		3,278		—
2025		2,508		—
2026		1,350		—
Thereafter		140		—
Total future lease payments		13,613		178
Less: imputed interest		(719)		(4)
Total	$	12,894	$	174

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses


		JUNE 30,		DECEMBER 31,
	2022		2021
Accrued compensation	$	17,094	$	24,848
Legal and professional accruals		1,098		2,477
Local sales and VAT taxes		51		—
Interest payable		51		96
Income taxes payable		2,850		1,398
Accrued business acquisition liabilities		700		—
Other		543		1,011
Total accrued expenses	$	22,387	$	29,830

Schedule of other current liabilities


		JUNE 30,		DECEMBER 31,
	2022		2021
Current portion of interest rate swap liability	$	—	$	1,088
Current finance lease liabilities		174		293
Total other current liabilities	$	174	$	1,381

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Equity-Based Compensation

Summary of the restricted stock


		WEIGHTED-
		AVERAGE
		GRANT DATE
	SHARES	FAIR VALUE
Non-vested restricted stock as of December 31, 2021	3,910,722	$	23.18
Granted	—		—
Vested	(582,762)		23.19
Forfeited	—		—
Non-vested restricted stock as of June 30, 2022	3,327,960	$	23.18

Summary of the Company's RSU activity


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested RSUs as of December 31, 2021	1,288,724	$	29.28
Granted*	1,375,817		22.09
Vested**	(326,077)		27.34
Forfeited	(45,197)		24.83
Non-vested RSUs as of June 30, 2022	2,293,267	$	25.33

Schedule of nonvested Performance-based Units activity


		WEIGHTED-
		AVERAGE
		GRANT DATE
	UNITS	FAIR VALUE
Non-vested PSUs as of December 31, 2021	406,575	$	27.35
Granted	361,147		22.25
Vested	(12,291)		24.83
Forfeited	—		—
Non-vested PSUs as of June 30, 2022	755,431	$	24.95

Schedule of compensation expense


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Cost of revenues	$	2,657	$	1,456	$	4,380	$	2,296
Sales and marketing		850		636		1,510		1,034
Research and development		1,785		615		3,158		1,014
General and administrative		4,209		4,823		7,966		8,337
Total	$	9,501	$	7,530	$	17,014	$	12,681

Segment Data (Tables)

6 Months Ended

Jun. 30, 2022

Segment Data

Schedule of revenue by geographic area


	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2022		2021		2022		2021
Revenue⁽¹⁾:
Americas	$	62,633	$	49,109	$	122,417	$	95,683
EMEA		13,623		13,689		29,557		27,915
Asia Pacific		6,504		7,298		12,337		13,216
Total	$	82,760	$	70,096	$	164,311	$	136,814

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

Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings per Share

Schedule of basic and diluted earnings per share



	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2022		2021		2022		2021
Numerator:
Net income (loss) available to common shareholders	$	(589)	$	(2,857)	$	1,621	$	(1,805)
Denominator:
Basic weighted average common shares outstanding		156,478,724		147,485,566		156,209,335		147,323,724
Effects of dilutive securities		—		—		3,084,027		—
Diluted weighted average common shares outstanding		156,478,724		147,485,566		159,293,362		147,323,724
Earnings per share:
Basic	$	(0.00)	$	(0.02)	$	0.01	$	(0.01)
Diluted	$	(0.00)	$	(0.02)	$	0.01	$	(0.01)

Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 194,755	$ 185,797
Restricted cash, current	3,495	827
Total cash and cash equivalents, and restricted cash	$ 198,250	$ 186,624	$ 269,595	$ 273,291

Summary of Significant Accounting Policies - Derivatives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	May 31, 2022	Dec. 31, 2021	Aug. 31, 2021
Recurring
Derivative
Assets measured at fair value	$ 1,391		$ 1,391			$ 57
Level 2 \| Recurring
Derivative
Assets measured at fair value	1,391		1,391			57
Interest rate swap \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivative
Notional amount					$ 230,000		$ 230,000
Interest rate (as a percent)					2.10%		1.2757%
Interest expense	0		345	$ 1,391
Recorded amortized cost							$ 1,966
Liability measured at fair value	1,391		1,391
Interest rate cash flow hedge accumulated comprehensive loss reclassified to interest expense			3,033
Interest rate cash flow hedge gain to be reclassified during next 12 months	676		676
Error Correction
Interest Income, Other	7		649	$ 661
Interest Expense, Other		$ (179)
Interest rate swap \| Recurring
Derivative
Assets measured at fair value	1,391		1,391			57
Interest rate swap \| Level 2 \| Recurring
Derivative
Assets measured at fair value	$ 1,391		$ 1,391			$ 57
Interest rate swap, first agreement \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivative
Interest rate (as a percent)					2.80%

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Summary of Significant Accounting Policies
Unsatisfied performance obligation	$ 120,980		$ 120,980
Revenue	82,760	$ 70,096	164,311	$ 136,814
Deferred contract acquisition costs	495		495
Software licenses transferred at a point in time
Summary of Significant Accounting Policies
Revenue	12,131	9,629	25,583	22,054
Software licenses transferred over time
Summary of Significant Accounting Policies
Revenue	16,593	10,483	32,334	19,962
Service revenues earned over time
Summary of Significant Accounting Policies
Revenue	$ 54,036	$ 49,984	$ 106,394	$ 94,798
Minimum
Summary of Significant Accounting Policies
Subscription Term			1 year
Contract Balances
Subscription term			1 year
Maximum
Summary of Significant Accounting Policies
Subscription Term			3 years
Contract Balances
Subscription term			3 years

Public Offerings (Details) - USD ($)				6 Months Ended
Public Offerings (Details) - USD ($)	Nov. 22, 2021	Sep. 13, 2021	Mar. 29, 2021	Jun. 30, 2022
IPO
Initial Public Offering
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)		4,500,000	0
Share price (in dollar per share)		$ 31.00
Net proceeds from public offering of common stock		$ 134,096,000	$ 0
Legal, accounting and other offering costs		$ 745,000
Stock issuance costs, net of tax impact	$ 644,000		$ 1,100,000
Secondary Public Offering \| EQT
Initial Public Offering
Issuance of common stock (in shares)	10,000,000	18,500,000	11,500,000
Net proceeds from public offering of common stock	$ 0
Underwriters' Option
Initial Public Offering
Issuance of common stock (in shares)		3,000,000
Underwriters' Option \| EQT
Initial Public Offering
Issuance of common stock (in shares)			1,500,000

Acquisitions - Other Information (Details) - USD ($) $ in Thousands					3 Months Ended		6 Months Ended
	Jan. 03, 2022	Oct. 01, 2021	Jun. 07, 2021	Mar. 02, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Business Combinations
Goodwill arising in the acquisition					$ 700,800		$ 700,800		$ 703,371
Revenue					82,760	$ 70,096	164,311	$ 136,814
Net income					$ (589)	$ (2,857)	$ 1,621	$ (1,805)
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
Finite-lived intangible assets acquired			7,400
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%
Integrated Nonclinical Development Solutions, Inc.
Business Combinations
Business consideration transferred	$ 8,048
Goodwill arising in the acquisition	2,910
Customer relationships \| Author! B.V.
Business Combinations
Finite-lived intangible assets acquired				1,200
Customer relationships \| Integrated Nonclinical Development Solutions, Inc.
Business Combinations
Finite-lived intangible assets acquired	2,380
Non-compete agreements \| Author! B.V.
Business Combinations
Finite-lived intangible assets acquired				$ 100
Non-compete agreements \| Integrated Nonclinical Development Solutions, Inc.
Business Combinations
Finite-lived intangible assets acquired	100
Developed technology \| Integrated Nonclinical Development Solutions, Inc.
Business Combinations
Finite-lived intangible assets acquired	$ 1,040

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 01, 2021	Jun. 30, 2022	Dec. 31, 2021
Assets acquired and liabilities assumed:
Goodwill		$ 700,800	$ 703,371
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 \| Customer relationships
Assets acquired and liabilities assumed:
Identifiable intangible assets	24,600
Pinnacle 21, LLC \| Acquired software
Assets acquired and liabilities assumed:
Identifiable intangible assets	$ 103,000

Prepaid Expenses and Other Current Assets and Other Long-Term Assets - Prepaid and other current assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets and Other Long-Term Assets
Prepaid expenses	$ 8,027	$ 8,973
Income tax receivable	1,360	4,800
Research and development tax credit receivable	3,013	3,951
Current portion of interest rate swap asset	680	57
Other current assets	816	767
Prepaid expenses and other current assets	$ 13,896	$ 18,548

Prepaid Expenses and Other Current Assets and Other Long-Term Assets - Other long-term assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets and Other Long-Term Assets
Long-term deposits	$ 1,103	$ 1,160
Derivative assets - long-term	710
Deferred financing cost	868	1,007
Total other long-term assets	$ 2,681	$ 2,167

Long-Term Debt and Revolving Line of Credit - Other Information (Details) - USD ($) $ in Thousands			6 Months Ended
	Apr. 03, 2018	Jan. 25, 2018	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 17, 2021	Aug. 14, 2017
Debt Instrument
Accrued interest payable			$ 51		$ 96
Variable Interest Term Loan
Debt Instrument
Principal amount							$ 250,000
Additional borrowings	$ 40,000	$ 25,000
Interest incurred			5,978	$ 5,671
Accrued interest payable			43		30
Revolving Line of Credit
Debt Instrument
Maximum borrowing capacity of revolving line of credit						$ 100,000	20,000
Available borrowings			100,000		100,000	$ 80,000
Interest incurred			128	$ 33
Accrued interest payable			1		66
Prepayment on the loan			755
Standby letter of credit
Debt Instrument
Available borrowings							$ 10,000
letters of credit outstanding			$ 120		$ 239
Term Loan
Debt Instrument
Effective interest rate (as a percent)			3.98%	3.73%

Long-Term Debt and Revolving Line of Credit - Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument
Long-term debt, Gross	$ 298,980
Less: debt issuance costs	(5,092)	$ (5,724)
Total	293,888	294,766
Current portion of long-term debt	(3,020)	(3,020)
Long-term debt, net of current portion and debt issuance costs	290,868	291,746
Term Loan
Debt Instrument
Long-term debt, Gross	$ 298,980	$ 300,490

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long-Term Debt and Revolving Line of Credit - Maturity of Long Term Debt (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Maturities
Remainder of 2022	$ 1,510
2023	3,020
2024	3,020
2025	3,020
2026	288,410
Total	$ 298,980

Leases (Details) - USD ($) $ in Thousands	6 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases
Operating leases - Weighted-average remaining lease term (years)	3 years 5 months 26 days
Financing leases - Weighted-average remaining lease term (years)	6 months 29 days
Operating leases - Weighted-average discount rate	4.10%
Financing leases - Weighted-average discount rate	6.19%
Operating lease right-of-use assets	$ 12,303	$ 12,634
Finance lease, right of use assets	$ 133	$ 271
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Total lease assets	$ 12,436	$ 12,905
Current operating lease liabilities	4,599	5,040
Current portion of finance lease liabilities	$ 174	$ 293
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Operating lease liabilities, net of current portion	$ 8,295	$ 8,256
Non-current finance lease liabilities		25
Total lease liabilities	$ 13,068	$ 13,614
Minimum
Leases
Remaining operating and capital lease term	1 year
Maximum
Leases
Remaining operating and capital lease term	6 years

Leases - Maturities of our minimum lease payments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
OPERATING LEASE
Remainder of 2022	$ 2,390
2023	3,947
2024	3,278
2025	2,508
2026	1,350
Thereafter	140
Total future lease payments	13,613
Less: imputed interest	(719)
Total operating lease liabilities	12,894
FINANCE LEASE
Remainder of 2022	153
2023	25
Total future lease payments	178
Less: imputed interest	(4)
Total finance lease liabilities	$ 174

Accrued Expenses and Other Current Liabilities - Accrued expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued compensation	$ 17,094	$ 24,848
Legal and professional accruals	1,098	2,477
Local sales and VAT taxes	51
Interest payable	51	96
Income taxes payable	2,850	1,398
Accrued business acquisition liabilities	700
Other	543	1,011
Total accrued expenses	$ 22,387	$ 29,830

Accrued Expenses and Other Current Liabilities - Other current liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities.
Current portion of interest rate swap liability		$ 1,088
Current finance lease liabilities	$ 174	293
Total other current liabilities	$ 174	$ 1,381

Equity-Based Compensation - Restricted Stock (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shareholder $ / shares shares
Weighted Average Grant Date Fair Value
Compensation expense	$ 9,501	$ 7,530	$ 17,014	$ 12,681
Restricted Stock
Equity-Based Compensation
Vesting period					3 years
Shares
Non-vested restricted stock beginning balance \| shares			3,910,722
Granted \| shares			0
Vested \| shares			(582,762)
Non-vested restricted stock Ending balance \| shares	3,327,960		3,327,960		3,910,722
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share) \| $ / shares			$ 23.18
Vested (in dollars per share) \| $ / shares			23.19
Non-vested restricted stock of ending balance (in dollars per share) \| $ / shares	$ 23.18		$ 23.18		$ 23.18
Grant date fair value					$ 2,762
Number of shareholders with monthly vesting period \| shareholder					1
Vesting period of shareholders					2 years
Restricted Stock \| Pinnacle 21, LLC
Shares
Granted \| shares					87,127
Restricted Stock \| Employees
Weighted Average Grant Date Fair Value
Vested \| shares			3,478
Time Based Class B Units
Equity-Based Compensation
Service period			5 years
Weighted Average Grant Date Fair Value
Compensation expense	$ 766		$ 1,531
Unrecognized share-based compensation expense	4,862		$ 4,862
Unrecognized share-based compensation expense, recognition period			29 months 18 days
Performance Based Class B Units
Weighted Average Grant Date Fair Value
Compensation expense	1,957		$ 4,077
Unrecognized share-based compensation expense	7,561		$ 7,561
Unrecognized share-based compensation expense, recognition period			22 months 18 days
Time Based Restricted Stock \| Pinnacle 21, LLC
Weighted Average Grant Date Fair Value
Compensation expense	292		$ 584
Unrecognized share-based compensation expense	$ 1,886		$ 1,886
Unrecognized share-based compensation expense, recognition period			21 months 3 days

Equity-Based Compensation - 2020 Incentive Plans (Details) - 2020 Incentive Plan $ in Thousands	Jun. 30, 2022 USD ($) shares
Equity-Based Compensation
Number of units authorized (in units) \| shares	20,000,000
Authorized amount \| $	$ 1,000,000

Equity-Based Compensation - Restricted Stock Units and Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Weighted Average Grant Date Fair Value
Compensation expense	$ 9,501	$ 7,530	$ 17,014	$ 12,681
Restricted Stock Units (RSUs)
Shares
Non-vested restricted stock beginning balance			1,288,724
Granted			1,375,817
Vested			(326,077)
Forfeited			(45,197)
Non-vested restricted stock Ending balance	2,293,267		2,293,267
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share)			$ 29.28
Granted (in dollars per share)			22.09
Vested (in dollars per share)			27.34
Forfeited (in dollars per share)			24.83
Non-vested restricted stock of ending balance (in dollars per share)	$ 25.33		$ 25.33
Vested shares withheld for minimum statutory tax withholding requirements			104,417
Vested but not distributed shares			7,059
Compensation expense	$ 5,838		$ 9,226
Unrecognized share-based compensation expense	$ 49,967		$ 49,967
Unrecognized share-based compensation expense, recognition period			28 months 6 days
Performance Based Common Stock Units
Shares
Non-vested restricted stock beginning balance			406,575
Granted			361,147
Vested			(12,291)
Non-vested restricted stock Ending balance	755,431		755,431
Weighted Average Grant Date Fair Value
Non-vested restricted stock of beginning balance (in dollars per share)			$ 27.35
Granted (in dollars per share)			22.25
Vested (in dollars per share)			24.83
Non-vested restricted stock of ending balance (in dollars per share)	$ 24.95		$ 24.95
Compensation expense	$ 648		$ 1,595
Unrecognized share-based compensation expense	$ 5,293		$ 5,293
Unrecognized share-based compensation expense, recognition period			17 months 12 days

Equity-Based Compensation - Compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Equity-Based Compensation
Compensation expense	$ 9,501	$ 7,530	$ 17,014	$ 12,681
Cost of revenues
Equity-Based Compensation
Compensation expense	2,657	1,456	4,380	2,296
Sales and marketing
Equity-Based Compensation
Compensation expense	850	636	1,510	1,034
Research and development
Equity-Based Compensation
Compensation expense	1,785	615	3,158	1,014
General and administrative
Equity-Based Compensation
Compensation expense	$ 4,209	$ 4,823	$ 7,966	$ 8,337

Equity-Based Compensation - 2020 Employee Stock Purchase Plan (Details) - 2020 Employee Stock Purchase Plan - shares	6 Months Ended
	Jun. 30, 2022	Dec. 10, 2020
Equity-Based Compensation
Number of units authorized (in units)		1,700,000
Stock issued	0

Segment Data (Details) $ in Thousands	3 Months Ended		6 Months Ended
Segment Data (Details) $ in Thousands	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)
Segments
Number of operating segment \| segment			1
Revenue	$ 82,760	$ 70,096	$ 164,311	$ 136,814
Americas
Segments
Revenue	62,633	49,109	122,417	95,683
EMEA
Segments
Revenue	13,623	13,689	29,557	27,915
Asia Pacific
Segments
Revenue	$ 6,504	$ 7,298	$ 12,337	$ 13,216

- 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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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Income Taxes - Narrative (Details)	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Taxes
Effective tax rate	121.00%	75.00%	(103.00%)	1131.00%

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net income (loss) available to common shareholders	$ (589)	$ (2,857)	$ 1,621	$ (1,805)
Denominator:
Basic weighted average common shares outstanding (in shares)	156,478,724	147,485,566	156,209,335	147,323,724
Effects of dilutive securities			3,084,027
Diluted weighted average common shares outstanding (in shares)	156,478,724	147,485,566	159,293,362	147,323,724
Earnings per share:
Earnings per share, Basic (in dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ (0.01)
Earnings per share, Diluted (in dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ (0.01)

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The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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+ Details