0001827090-24-000013 | 10-Q | XBRL Viewer

Segment Data (Tables)

3 Months Ended

Mar. 31, 2024

The following table summarizes revenue by geographic area for the three months ended March 31, 2024 and 2023:


	THREE MONTHS ENDED MARCH 31,
	2024		2023

Revenue(1):
Americas	$	69,165	$	67,023
EMEA	20,843		16,915
Asia Pacific	6,646		6,363
Total	$	96,654	$	90,301

___________________________________

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

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

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

Operating lease ROU assets are included in other assets. With respect to operating lease liabilities, current operating lease liabilities are included in current liabilities and non-current operating lease liabilities are included in long-term liabilities in the condensed consolidated balance sheets. At March 31, 2024, the weighted average remaining lease terms were 6.09 years for operating leases and the weighted average discount rate was 5.47% for operating leases. For additional information on the Company's leases, see Note 14 to the condensed consolidated financial statements included in the Company’s 2023 Annual Report.

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:


Lease Position	Balance Sheet Classification	MARCH 31, 2024		DECEMBER 31, 2023
		(In thousands)
Assets
Operating lease assets	Operating lease right-of-use assets	$	14,292	$	9,604

Total lease assets		$	14,292	$	9,604

Liabilities
Current
Operating	Other current liabilities	$	4,331	$	4,375


Noncurrent
Operating	Operating lease liabilities, net of current portion	11,631		6,955
Total lease liabilities		$	15,962	$	11,330

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2024:


	OPERATING LEASES
	(In thousands)
Remainder of 2024	$	3,460
2025	3,839
2026	2,528
2027	1,777
2028	979
Thereafter	6,107
Total future lease payments	18,690
Less: imputed interest	(2,728)
Total	$	15,962

Leases

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

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:


Lease Position	Balance Sheet Classification	MARCH 31, 2024		DECEMBER 31, 2023
		(In thousands)
Assets
Operating lease assets	Operating lease right-of-use assets	$	14,292	$	9,604

Total lease assets		$	14,292	$	9,604

Liabilities
Current
Operating	Other current liabilities	$	4,331	$	4,375


Noncurrent
Operating	Operating lease liabilities, net of current portion	11,631		6,955
Total lease liabilities		$	15,962	$	11,330

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2024:


	OPERATING LEASES
	(In thousands)
Remainder of 2024	$	3,460
2025	3,839
2026	2,528
2027	1,777
2028	979
Thereafter	6,107
Total future lease payments	18,690
Less: imputed interest	(2,728)
Total	$	15,962

Summary of Significant Accounting Policies - Allowance of Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 1,312	$ 1,250	$ 1,250
(Recovery of) provision for credit losses	59	$ (168)	684
Charge-offs, net of recoveries	(30)		$ (622)
Ending balance	$ 1,341

Earnings per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding for the period. Diluted earnings per share is computed by dividing the net income (loss) attributable to stockholders by the weighted-average number of shares and dilutive potential common shares during the period.


	THREE MONTHS ENDED MARCH 31,
		2024		2023
Basic earnings per share
Net income (loss) available to common shareholders		$	(4,683)	$	1,358
Basic weighted-average common shares outstanding		159,524,270		158,177,025
Basic earnings per common share		$	(0.03)	$	0.01

Diluted earnings per share
Net income (loss) available to common shares		$	(4,683)	$	1,358
Basic weighted-average common shares outstanding		159,524,270		158,177,025
Dilutive potential common shares		—		1,550,387
Diluted weighted-average common shares outstanding		159,524,270		159,727,412
Diluted earnings per common share		$	(0.03)	$	0.01

__________________________________

•For the period ended March 31, 2024, the Company excluded the restricted stock and RSUs from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

•For the period ended March 31, 2023, the Company excluded certain potentially dilutive securities attributable to outstanding RSUs and restricted stocks from the computation of diluted earnings per share because the securities would have had an antidilutive effect.

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary Of The Restricted Stock


	SHARES	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock as of December 31, 2023	538,661	$	23.18
Granted*	16,842	17.35
Vested*	(63,041)	21.49
Forfeited	—	—
Cancelled*	(16,842)	23.00
Non-vested restricted stock as of March 31, 2024	475,620	$	23.20

___________________________________

* The Company did not legally authorize or issue any restricted stock during the three month period ended March 31, 2024. During the first quarter of 2024, the Company modified an award for a recipient, resulting in 16,842 shares assumed to be granted, vested, and cancelled.

Summary Of The Company's RSU activity

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


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested RSUs as of December 31, 2023	2,588,403	$	23.77
Granted*	247,434	17.55
Vested**	(42,810)	17.71
Forfeited	(23,968)	23.83
Cancelled*	(38,729)	$	23.95
Non-vested RSUs as of March 31, 2024	2,730,330	$	23.30

___________________________________

*The majority of shares granted during the first quarter of 2024 were issued under the 2020 Incentive Plan. During the first quarter of 2024, the Company modified awards for a recipient, resulting in 38,729 shares assumed to be granted, vested, and cancelled for accounting purpose.

**The number of the RSUs vested included 1,492 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Schedule Of Nonvested Performance-Based Units Activity

A summary of the Company’s PSU activity for the period ended March 31, 2024 is as follows:


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested PSUs as of December 31, 2023	849,467	$	24.84
Granted*	315,814	19.08
Vested	—	—
Forfeited	—	—
Cancelled*	(394,050)	27.09
Non-vested PSUs as of March 31, 2024	771,231	$	21.33

___________________________________

* During the first quarter of 2024, the Company modified an award for a recipient, resulting in 6,651 shares assumed to be granted and cancelled for accounting purpose.

Schedule Of Compensation Expense

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


	THREE MONTHS ENDED MARCH 31,
		2024		2023
	(In thousands)
Cost of revenues		$	3,239	$	2,042
Sales and marketing		617		381
Research and development		1,649		1,650
General and administrative		3,568		4,470
Total		$	9,073	$	8,543

Prepaid Expenses and Other Current Assets and Other Long-Term Assets - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 8,077	$ 6,363
Income tax receivable	2,396	3,395
Research and development tax credit receivable	5,804	5,004
Current portion of interest rate swap asset	5,033	4,473
Other current assets	1,422	1,158
Prepaid expenses and other current assets	$ 22,732	$ 20,393

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 1,341	$ 1,312
Accumulated amortization	$ 289,090	$ 273,522
Preferred share, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred share, shares authorized (in shares)	50,000,000	50,000,000
Preferred share, shares issued (in shares)	0	0
Preferred share, shares outstanding (in shares)	0	0
Common share, par value (in dollars per share)	$ 0.01	$ 0.01
Common share, shares authorized (in shares)	600,000,000	600,000,000
Common share, shares issued (in shares)	160,687,886	160,284,901
Common stock, shares, outstanding (in shares)	160,191,094	159,848,286
Treasury stock (in shares)	496,792	436,615

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

3 Months Ended

Mar. 31, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid and Other Current Assets


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Prepaid expenses	$	8,077	$	6,363
Income tax receivable	2,396		3,395
Research and development tax credit receivable	5,804		5,004
Current portion of interest rate swap asset	5,033		4,473
Other current assets	1,422		1,158
Prepaid expenses and other current assets	$	22,732	$	20,393

Schedule of Other Long-Term Assets

Other long-term assets at March 31, 2024 and December 31, 2023 consisted of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Long-term deposits	$	1,517	$	1,451
Interest rate swap asset - long-term	1,341		1,151
Deferred financing cost	382		451
Total other long-term assets	$	3,240	$	3,053

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

3 Months Ended

Mar. 31, 2024

Prepaid Expense and Other Assets, Current [Abstract]

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

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

Prepaid expense and other current assets at March 31, 2024 and December 31, 2023 consist of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Prepaid expenses	$	8,077	$	6,363
Income tax receivable	2,396		3,395
Research and development tax credit receivable	5,804		5,004
Current portion of interest rate swap asset	5,033		4,473
Other current assets	1,422		1,158
Prepaid expenses and other current assets	$	22,732	$	20,393

Other long-term assets at March 31, 2024 and December 31, 2023 consisted of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Long-term deposits	$	1,517	$	1,451
Interest rate swap asset - long-term	1,341		1,151
Deferred financing cost	382		451
Total other long-term assets	$	3,240	$	3,053

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Robert Aspbury [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On March 15, 2024, Robert Aspbury, our President, Certara Scientific Software, adopted a Rule 10b5-1 trading plan. The plan provides for the potential sale, on the dates and prices set forth in the plan, of up to 120,000 shares of our common stock from June 28, 2024 through December 13, 2024
Name	Robert Aspbury
Title	President
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	March 15, 2024
Arrangement Duration	168 days
Aggregate Available	120,000

Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings per Share


	THREE MONTHS ENDED MARCH 31,
		2024		2023
Basic earnings per share
Net income (loss) available to common shareholders		$	(4,683)	$	1,358
Basic weighted-average common shares outstanding		159,524,270		158,177,025
Basic earnings per common share		$	(0.03)	$	0.01

Diluted earnings per share
Net income (loss) available to common shares		$	(4,683)	$	1,358
Basic weighted-average common shares outstanding		159,524,270		158,177,025
Dilutive potential common shares		—		1,550,387
Diluted weighted-average common shares outstanding		159,524,270		159,727,412
Diluted earnings per common share		$	(0.03)	$	0.01

__________________________________

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 12, 2023	Oct. 10, 2023	Jun. 20, 2023
Loss Contingencies [Line Items]
Contingent consideration transferred	$ 12,356
Payments for business acquisition related contingent consideration	8,649	$ 0
Payment for contingent consideration liability, common stock, value	3,707
Contingent liabilities	44,982		$ 54,457
Reported Value Measurement
Loss Contingencies [Line Items]
Contingent liabilities	45,764		$ 55,238
Vyasa Analytics, LLC
Loss Contingencies [Line Items]
Contingent consideration arrangements, range of outcomes, high	60,000
Drug Interaction Solutions University of Washington (DIDB)
Loss Contingencies [Line Items]
Contingent consideration arrangements, range of outcomes, high	2,000					$ 2,000
Contingent liabilities	136
Formedix
Loss Contingencies [Line Items]
Contingent consideration arrangements, range of outcomes, high	9,000				$ 9,000
Contingent liabilities	3,189				$ 5,161
Applied Biomath
Loss Contingencies [Line Items]
Contingent consideration arrangements, range of outcomes, high	17,550			$ 17,550
Contingent liabilities	$ 4,442

- Details

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Concentrations of Credit Risk	3 Months Ended
Concentrations of Credit Risk	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentrations of Credit Risk	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 March 31, 2024 and December 31, 2023, the investments were bank deposits, overnight sweep accounts, and money market funds. 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 March 31, 2024 and December 31, 2023, no single customer accounted for more than 10% of the Company’s accounts receivable. No single customer accounted for more than 10% of the Company’s revenues during the three months ended March 31, 2024 and 2023.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ (4,683)	$ 1,358
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment	432	411
Amortization of intangible assets	15,996	13,113
Amortization of debt issuance costs	380	383
(Recovery of) provision for credit losses	59	(168)	$ 684
Loss on retirement of assets	0	4
Equity-based compensation expense	9,073	8,543
Change in fair value of contingent considerations	2,878	1,261
Lease abandonment expense	29	0
Deferred income taxes	(4,829)	(1,524)
Changes in assets and liabilities:
Accounts receivable	3,635	647
Prepaid expenses and other assets	(578)	559
Accounts payable, accrued expenses, and other liabilities	(14,825)	(13,596)
Deferred revenues	(3,271)	(1,034)
Net cash provided by operating activities	4,296	9,957
Cash flows from investing activities:
Capital expenditures	(619)	(317)
Capitalized software development costs	(2,959)	(2,360)
Investment in intangible assets	0	(54)
Net cash used in investing activities	(3,578)	(2,731)
Cash flows from financing activities:
Payments on long-term debt and finance lease obligations	(755)	(780)
Payments for business acquisition related contingent consideration	(8,649)	0
Payment of taxes on shares withheld for employee taxes	(943)	(70)
Net cash used in financing activities	(10,347)	(850)
Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash	(546)	1,174
Net (decrease) increase in cash and cash equivalents, and restricted cash	(10,175)	7,550
Cash and cash equivalents, and restricted cash, at beginning of period	234,951	239,688	$ 239,688
Cash and cash equivalents, and restricted cash, at end of period	224,776	247,238
Supplemental disclosures of cash flow information
Cash paid for interest	5,395	5,196
Cash paid for taxes	3,640	517
Supplemental schedule of noncash investing and financing activities
Issuance of common stock for business acquisition related contingent consideration	$ 3,707	$ 0

Summary of Significant Accounting Policies - Level 3 Contingent Liability Roll Forward (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at December 31, 2023	$ 54,457
Additions	0
Payments	(12,356)
Fair value remeasurement	2,881
Ending balance at March 31, 2024	$ 44,982

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 224,776	$ 234,951
Accounts receivable, net of allowance for credit losses of $1,341 and $1,312, respectively	80,949	84,857
Prepaid expenses and other current assets	22,732	20,393
Total current assets	328,457	340,201
Other assets:
Property and equipment, net	2,846	2,670
Operating lease right-of-use assets	14,292	9,604
Goodwill	715,620	716,333
Intangible assets, net of accumulated amortization of $289,090 and $273,522, respectively	473,687	487,043
Deferred income taxes	4,236	4,236
Other long-term assets	3,240	3,053
Total assets	1,542,378	1,563,140
Current liabilities:
Accounts payable	3,733	5,171
Accrued expenses	32,744	56,779
Current portion of deferred revenue	56,801	60,678
Current portion of long-term debt	3,020	3,020
Other current liabilities	4,331	4,375
Total current liabilities	100,629	130,023
Long-term liabilities:
Deferred revenue, net of current portion	1,437	1,070
Deferred income taxes	46,307	50,826
Operating lease liabilities, net of current portion	11,631	6,955
Long-term debt, net of current portion and debt discount	287,772	288,217
Other long-term liabilities	40,244	39,209
Total liabilities	488,020	516,300
Commitments and contingencies
Stockholders' equity
Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	0	0
Common shares, $0.01 par value, 600,000,000 shares authorized, 160,687,886 and 160,284,901 shares issued as of March 31, 2024 and December 31, 2023, respectively; 160,191,094 and 159,848,286 shares outstanding as of March 31, 2024 and December 31, 2023, respectively	1,607	1,603
Additional paid-in capital	1,191,237	1,178,461
Accumulated deficit	(120,913)	(116,230)
Accumulated other comprehensive loss	(7,036)	(7,593)
Treasury stock at cost, 496,792 and 436,615 shares at March 31, 2024 and December 31, 2023, respectively	(10,537)	(9,401)
Total stockholders' equity	1,054,358	1,046,840
Total liabilities and stockholders' equity	$ 1,542,378	$ 1,563,140

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 96,654	$ 90,301
Cost of revenues	39,255	34,856
Operating expenses:
Sales and marketing	10,687	8,002
Research and development	11,995	9,287
General and administrative	22,979	19,772
Intangible asset amortization	12,593	10,535
Depreciation and amortization expense	432	411
Total operating expenses	58,686	48,007
Income (loss) from operations	(1,287)	7,438
Other income (expenses):
Interest expense	(5,751)	(5,475)
Net other income	1,604	506
Total other expenses	(4,147)	(4,969)
Income (loss) before income taxes	(5,434)	2,469
Provision (benefit) for income taxes	(751)	1,111
Net income (loss)	(4,683)	1,358
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $60, $(182), respectively	(7)	2,601
Change in fair value from interest rate swap, net of tax of $186, $(588), respectively	564	(1,691)
Total other comprehensive income	557	910
Comprehensive income (loss)	$ (4,126)	$ 2,268
Net income (loss) per share attributable to common stockholders:
Basic (in dollar per share)	$ (0.03)	$ 0.01
Diluted (in dollar per share)	$ (0.03)	$ 0.01
Weighted average common shares outstanding:
Basic (in shares)	159,524,270	158,177,025
Diluted (in shares)	159,524,270	159,727,412

Equity-Based Compensation - Non-vested Restricted Stock (Details) - Restricted Stock	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested restricted stock beginning balance (in shares)	538,661
Granted (in shares)	16,842
Vested (in shares)	(63,041)
Forfeited (in shares)	0
Cancelled (in shares)	(16,842)
Non-vested restricted stock ending balance (in shares)	475,620
WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock of beginning balance (in dollars per share) \| $ / shares	$ 23.18
Granted (in dollars per share) \| $ / shares	17.35
Vested (in dollars per share) \| $ / shares	21.49
Forfeited (in dollars per share) \| $ / shares	0
Cancelled (in dollars per share) \| $ / shares	23.00
Non-vested restricted stock of ending balance (in dollars per share) \| $ / shares	$ 23.20
Assumed, granted, and cancelled (in shares)	16,842

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	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 provision 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, permanent differences, 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 three months ended March 31, 2024 and 2023 were 14% and 45%, respectively, including discrete tax items. The current year decrease in the ETR was principally due to the combined effect of the overall decrease in pre-tax book income, the impact of non-deductible items, and the tax effect of certain discrete items.

- Definition

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

+ References

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Equity-Based Compensation - Restricted Stock Units (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested restricted stock beginning balance (in shares)	2,588,403
Granted (in shares)	247,434
Vested (in shares)	(42,810)
Forfeited (in shares)	(23,968)
Cancelled (in shares)	(38,729)
Non-vested restricted stock ending balance (in shares)	2,730,330
WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock of beginning balance (in dollars per share) \| $ / shares	$ 23.77
Granted (in dollars per share) \| $ / shares	17.55
Vested (in dollars per share) \| $ / shares	17.71
Forfeited (in dollars per share) \| $ / shares	23.83
Cancelled (in dollars per share) \| $ / shares	23.95
Non-vested restricted stock of ending balance (in dollars per share) \| $ / shares	$ 23.30
Common shares issued for share-based compensation awards and shares withheld for tax (in shares)	1,492
Assumed, granted, and cancelled (in shares)	38,729
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested restricted stock beginning balance (in shares)	538,661
Granted (in shares)	16,842
Vested (in shares)	(63,041)
Forfeited (in shares)	0
Cancelled (in shares)	(16,842)
Non-vested restricted stock ending balance (in shares)	475,620
WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock of beginning balance (in dollars per share) \| $ / shares	$ 23.18
Granted (in dollars per share) \| $ / shares	17.35
Vested (in dollars per share) \| $ / shares	21.49
Forfeited (in dollars per share) \| $ / shares	0
Cancelled (in dollars per share) \| $ / shares	23.00
Non-vested restricted stock of ending balance (in dollars per share) \| $ / shares	$ 23.20
Assumed, granted, and cancelled (in shares)	16,842

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

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 2023 Annual Report. These unaudited condensed 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, 2023.

(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, valuation of interest rate swaps, determination of fair value of equity-based awards, measurement of fair value of contingent consideration, 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 March 31, 2024, the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three months ended March 31,

2024 and 2023, the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, 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. Certain amounts reported in prior periods have been reclassified to conform with the current presentation. 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 2023 audited consolidated financial statements and notes thereto. The information as of December 31, 2023 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 2023 Annual Report.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on the disclosures in our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The ASU requires disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU will be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on the disclosures in our 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) Fair Value Measurements

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

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

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

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

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

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

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

Contingent liabilities related to acquisitions are measured at fair value using Level 3 unobservable inputs. The Company's estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent liabilities are included in the earnings in the condensed consolidated statements of operations and comprehensive income (loss).

The Company utilizes Monte Carlo or a series of Black-Scholes-Merton options models to estimate the fair value of the contingent consideration liabilities of business acquisitions. Significant inputs used in the fair value measurement of contingent consideration include: expected eligible revenue for the acquired businesses over the relevant measurement periods, the risk-profile of the expected eligible revenue for the acquired businesses, the uncertainty regarding the expected eligible revenue for the acquired businesses, the risk-free rate of return, the expected timing at which settlement of the contingent liabilities may occur, and the credit-adjusted discount rate associated with the risk of the Company’s future liability payments.

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, 2024:



	LEVEL 1		LEVEL2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	149,397	$	—	$	—	$	149,397
Interest rate swap assets	—		6,374		—		6,374
Total assets	$	149,397	$	6,374	$	—	$	155,771

Liabilities
Contingent liabilities	$	—	$	—	$	44,982	$	44,982
Total liabilities	$	—	$	—	$	44,982	$	44,982

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2023:


	LEVEL 1		LEVEL2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	147,478	$	—	$	—	$	147,478
Interest rate swap assets	—		5,624		—		5,624
Total assets	$	147,478	$	5,624	$	—	$	153,102

Liabilities
Contingent liabilities	$	—	$	—	$	54,457	$	54,457
Total liabilities	$	—	$	—	$	54,457	$	54,457

For the period ended March 31, 2024, there were no transfers between the levels within the fair value hierarchy. The Company’s Level 3 liabilities are acquisition related contingent consideration liabilities.

The following table summarizes the Level 3 activity of the changes in the contingent consideration liability.



	MARCH 31,
	2024
	(In thousands)
Beginning balance at December 31, 2023	$	54,457
Additions	—
Payments	(12,356)
Fair value remeasurement	2,881
Ending balance at March 31, 2024	$	44,982

For more information regarding fair value measurements and the fair value hierarchy, see Note 2. “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in the Company’s 2023 Annual Report.

(f) Cash and Cash Equivalents

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased. The cash and cash equivalents was $224,776 and $234,951 at March 31, 2024 and December 31, 2023, respectively.

(g) Accounts Receivable

Accounts receivable includes current outstanding invoices billed to customers. Invoices are typically issued with net 30 days to net 90 days terms upon delivery of the product or upon achievement of billable events for service-based contracts. Unbilled receivables relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Unbilled receivables are billed and

transferred to customer accounts receivable when the rights become unconditional. The carrying amount of accounts receivable is reduced by a valuation allowance.

The Company estimates the expected credit losses for accounts receivables using historical loss data adjusted for current economic conditions, including reasonable and supportable forecasts to estimate the relative size of credit losses to be expected. The Company generally writes off a receivable or records a specific allowance for credit losses if the Company determines that the receivable is not collectible. Allowances for credit losses of $1,341 and $1,312 were provided in the accompanying condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, respectively.

Accounts receivable consists of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Trade receivables	$	71,268	$	75,410
Unbilled receivables	10,767		10,405
Other receivables	255		354
Allowances for credit losses	(1,341)		(1,312)
Accounts receivable, net	$	80,949	$	84,857

The following table presents the information regarding the allowance of accounts receivable:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Beginning balance	$	1,312	$	1,250
Provision for credit losses	59		684
Charge-offs, net of recoveries	(30)		(622)
Ending balance	$	1,341	$	1,312

(h) Derivative Instruments

In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates. The Company has chosen to manage this risk through the use of derivative financial instruments that consist of interest rate swap contracts. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes. The objective in managing exposure to market risk is to limit the impact on cash flows. To qualify for hedge accounting, the interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and be expected to remain, probable of occurring in accordance with the related assertions.

FASB ASC 815, “Derivatives and Hedging,” requires the Company to recognize all derivatives on the balance sheet at fair value. The Company may enter into derivative contracts such as interest rate swap contracts that effectively convert portions of the Company’s floating rate debt to a fixed rate, which serves to mitigate interest rate risk. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the

receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company entered into an interest rate swap agreement in May 2022 that pays a fixed interest rate and receives a variable interest rate 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. During the quarter ended September 30, 2023, the Company and the counter party amended the floating rate of the swap agreement from term LIBOR to term SOFR due to LIBOR cessation. At March 31, 2024 and December 31, 2023, the interest swap had a fair value of $6,374 and $5,624, respectively; The gross fair value recognized in accumulated other comprehensive income was $6,374 and $5,624, respectively, at March 31, 2024 and December 31, 2023.

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 (loss). Those amounts are reclassified into interest expense in the same period during which the hedged transactions impact earnings. The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was $1,525 and $986 for the three months ended March 31, 2024 and 2023, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 were as follows:


Interest rate swap derivative designated as cash flow hedging instrument:	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Notional amounts	$	230,000	$	230,000
Prepaid expenses and other current assets	$	5,033	$	4,473
Other long-term assets	$	1,341	$	1,151

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 $5,041.

(i) Revenue Recognition

In accordance with 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 its 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.

Software Licenses Revenues

Software license revenue consists primarily of sales of software licenses downloaded and installed by our customers on their own hardware. The license period is generally one year or less and includes an insignificant amount of customer support to assist the customer with the software. Software license performance obligations are generally recognized upfront at the point in time when the software license has been delivered.

Software as a Service (SaaS) Revenues

SaaS revenues consist 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. The invoice is initially deferred and revenue is recognized ratably over the life of the contract. The Company’s software contracts do not typically include variable consideration or options for future purchases that would not be similar to the original goods.

Software Service Revenues

Maintenance services agreements on perpetual software 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 the 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.

Consulting Service 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. The Company’s professional services contracts are either time-and-materials or fixed fee. Service 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 by applying input methods to estimate progress to completion. Accordingly, the number of resources being paid for and the varying lengths of time they are being paid for determine the measure of progress.

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. The delivery of a particular type of software and each of the user licenses would be one performance obligation. Additionally, any training, implementation,

or support and maintenance promises sold 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.

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 deferred revenue in the condensed consolidated balance sheets.

Contract balances at March 31, 2024 and December 31, 2023 were as follows:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Contract assets	$	10,767	$	10,405
Contract liabilities	58,238		61,748

During the three months ended March 31, 2024, the Company recognized revenue of $29,351 related to contract liabilities at December 31, 2023.

The unsatisfied performance obligations as of March 31, 2024 were approximately $115,418. We expect to recognize approximately $102,229 or 88.6% of this revenue over the next 12 months and the remainder thereafter.

Deferred Contract Acquisition Costs

Under ASC Topic 606, sales commissions paid to the sales force and the related employer payroll taxes, collectively deferred contract acquisition costs, are considered incremental and recoverable costs of obtaining a contract with a customer.

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects 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 is included in sales and marketing expenses in our condensed consolidated statements of operations and comprehensive income (loss).

Capitalized contract acquisition costs were $597 and $655 as of March 31, 2024 and December 31, 2023, respectively, and were 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 for as exchange transactions and revenue is recognized according to ASC Topic 606. 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 MARCH 31,
	2024		2023

Software licenses transferred at a point in time	$	15,380	$	14,498
Software licenses transferred over time	23,927		18,507
Service revenues earned over time	57,347		57,296
Total	$	96,654	$	90,301

(j) Earnings per Share

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

Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Accrued Liabilities, Current [Abstract]

Schedule Of Accrued Expenses

Accrued expenses consist of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Accrued compensation	$	16,390	$	28,624
Legal and professional accruals	3,060		3,913
Interest payable	2,317		2,351
Income taxes payable	1,321		1,010
Short-term contingent consideration liabilities	6,787		18,410
Other	2,869		2,471
Total accrued expenses	$	32,744	$	56,779

Other Noncurrent Liabilities

Other long-term liabilities consist of the following:


	MARCH 31, 2024		DECEMBER 31, 2022
	(In thousands)
Uncertain tax position liability	$	1,267	$	2,381
Contingent consideration	38,977		36,828
Total other long-term liabilities	$	40,244	$	39,209

Segment Data

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

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 months ended March 31, 2024 and 2023:


	THREE MONTHS ENDED MARCH 31,
	2024		2023

Revenue(1):
Americas	$	69,165	$	67,023
EMEA	20,843		16,915
Asia Pacific	6,646		6,363
Total	$	96,654	$	90,301

___________________________________

(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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
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-Subparagraph (e)
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+ Details

Summary of Significant Accounting Policies - Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 31, 2022
Derivative
Loss reclassified from AOCI into income	$ 1,525	$ 986
Interest rate swap assets	6,374		$ 5,624
Secured Overnight Financing Rate SOFR
Derivative
Embedded derivative, fair value of embedded derivative liability	6,374		5,624
Not Designated as Hedging Instrument, Economic Hedge \| Cash Flow Hedging \| Prepaid expenses and other current assets
Derivative
Interest rate swap assets	5,033		4,473
Not Designated as Hedging Instrument, Economic Hedge \| Cash Flow Hedging \| Other long-term assets
Derivative
Interest rate swap assets	1,341		1,151
LEVEL2
Derivative
Interest rate swap assets	6,374		5,624
LEVEL2 \| Fair Value, Recurring
Derivative
Notional amounts	230,000		$ 230,000
Interest rate swap assets \| Not Designated as Hedging Instrument, Economic Hedge \| Cash Flow Hedging
Derivative
Interest rate				2.80%
Interest rate swap assets \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivative
Notional amounts				$ 230,000
Interest rate cash flow hedge gain to be reclassified during next 12 months	$ 5,041

Leases - Maturities of our Minimum Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
OPERATING LEASES
Remainder of 2024	$ 3,460
2025	3,839
2026	2,528
2027	1,777
2028	979
Thereafter	6,107
Total future lease payments	18,690
Less: imputed interest	(2,728)
Total	$ 15,962	$ 11,330

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies
Software license revenue term of recognition period	1 year
Contract assets	$ 10,767		$ 10,405
Contract liabilities	58,238		61,748
Contract with customer, liability, revenue recognized	29,351
Remaining performance obligation, amount	115,418
Capitalized contract cost, net	597		$ 655
Revenue	96,654	$ 90,301
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Summary of Significant Accounting Policies
Remaining performance obligation, amount	$ 102,229
Remaining performance obligation, expected timing of satisfaction, period	12 months
Remaining performance obligation, percentage	88.60%
Minimum
Summary of Significant Accounting Policies
Subscription term	1 year
Maximum
Summary of Significant Accounting Policies
Subscription term	3 years
Software licenses transferred at a point in time \| Software Licenses
Summary of Significant Accounting Policies
Revenue	$ 15,380	14,498
Software licenses transferred over time \| Software Licenses
Summary of Significant Accounting Policies
Revenue	23,927	18,507
Software licenses transferred over time \| Service Revenue
Summary of Significant Accounting Policies
Revenue	$ 57,347	$ 57,296

Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Money market funds	$ 149,397	$ 147,478
Interest rate swap assets	6,374	5,624
Total assets	155,771	153,102
Liabilities
Contingent liabilities	44,982	54,457
Total liabilities	44,982	54,457
LEVEL 1
Assets
Money market funds	149,397	147,478
Interest rate swap assets	0	0
Total assets	149,397	147,478
Liabilities
Contingent liabilities	0	0
Total liabilities	0	0
LEVEL2
Assets
Money market funds	0	0
Interest rate swap assets	6,374	5,624
Total assets	6,374	5,624
Liabilities
Contingent liabilities	0	0
Total liabilities	0	0
LEVEL 3
Assets
Money market funds	0	0
Interest rate swap assets	0	0
Total assets	0	0
Liabilities
Contingent liabilities	44,982	54,457
Total liabilities	$ 44,982	$ 54,457

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

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term debt

Long-term debt consists of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Term loans	$	293,695	$	294,450
Revolving line of credit	—		—
Less: debt issuance costs	(2,903)		(3,213)
Total	290,792		291,237
Current portion of long-term debt	(3,020)		(3,020)
Long-term debt, net of current portion and debt issuance costs	$	287,772	$	288,217

Schedule of Maturity of Long-Term Debt

The principal amount of long-term debt outstanding as of March 31, 2024 matures in the following years:


	Remainder of 2024		2025		2026		TOTAL
	(In thousands)
Maturities	$	2,265	$	3,020	$	288,410	$	293,695

Leases - Lease-related Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Operating lease right-of-use assets	$ 14,292	$ 9,604
Liabilities [Abstract]
Current portion of operating lease liabilities	4,331	4,375
Operating lease liabilities, net of current portion	11,631	6,955
Total	$ 15,962	$ 11,330

Business Combinations - (Details) $ in Thousands				3 Months Ended
Business Combinations - (Details) $ in Thousands	Dec. 12, 2023 USD ($)	Oct. 10, 2023 USD ($)	Jun. 20, 2023 USD ($)	Mar. 31, 2024 USD ($) acquisition	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Number of businesses acquired \| acquisition				20
Goodwill				$ 715,620		$ 716,333
Contingent liabilities				44,982		$ 54,457
Change in fair value of contingent considerations				$ 2,878	$ 1,261
Software or Technology Related Acquisitions
Business Acquisition [Line Items]
Number of businesses acquired \| acquisition				13
Drug Interaction Solutions University of Washington (DIDB)
Business Acquisition [Line Items]
Business combination, consideration transferred			$ 8,340
Goodwill			$ 2,289
Contingent consideration earn out period			2 years
Contingent liabilities				$ 136
Contingent consideration arrangements, range of outcomes, high			$ 2,000	2,000
Change in fair value of contingent considerations				4
Drug Interaction Solutions University of Washington (DIDB) \| Revenue Target
Business Acquisition [Line Items]
Contingent liabilities			790
Drug Interaction Solutions University of Washington (DIDB) \| Developed Technology Rights
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			5,600
Drug Interaction Solutions University of Washington (DIDB) \| Customer Relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			360
Drug Interaction Solutions University of Washington (DIDB) \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			$ 330
Formedix
Business Acquisition [Line Items]
Business combination, consideration transferred		$ 41,389
Goodwill		$ 25,062
Contingent consideration earn out period		2 years
Contingent liabilities		$ 5,161		3,189
Contingent consideration arrangements, range of outcomes, high		9,000		9,000
Change in fair value of contingent considerations				(507)
Formedix \| Revenue Target
Business Acquisition [Line Items]
Contingent liabilities		4,380
Formedix \| Developed Technology Rights
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		11,700
Formedix \| Customer Relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 3,100
Applied Biomath
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 36,594
Goodwill	$ 15,872
Contingent consideration earn out period	2 years
Contingent liabilities				4,442
Contingent consideration arrangements, range of outcomes, high	$ 17,550			17,550
Change in fair value of contingent considerations				$ (938)
Applied Biomath \| Revenue Target
Business Acquisition [Line Items]
Contingent liabilities	5,357
Applied Biomath \| Developed Technology Rights
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	4,600
Applied Biomath \| Customer Relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	13,700
Applied Biomath \| Noncompete Agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 800

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Balance Type:
Period Type:

Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Liabilities

Accrued expenses consist of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Accrued compensation	$	16,390	$	28,624
Legal and professional accruals	3,060		3,913
Interest payable	2,317		2,351
Income taxes payable	1,321		1,010
Short-term contingent consideration liabilities	6,787		18,410
Other	2,869		2,471
Total accrued expenses	$	32,744	$	56,779

Other long-term liabilities consist of the following:


	MARCH 31, 2024		DECEMBER 31, 2022
	(In thousands)
Uncertain tax position liability	$	1,267	$	2,381
Contingent consideration	38,977		36,828
Total other long-term liabilities	$	40,244	$	39,209

Summary of Significant Accounting Policies - Accounts Receivable Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accounts receivable, allowance for credit loss	$ 1,341	$ 1,312	$ 1,250

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss) available to common shareholders	$ (4,683)	$ 1,358
Basic weighted-average common shares outstanding (in shares)	159,524,270	158,177,025
Basic earnings per common share (in dollars per share)	$ (0.03)	$ 0.01
Diluted earnings per share
Net income (loss) available to common shares	$ (4,683)	$ 1,358
Dilutive potential common shares (in shares)	0	1,550,387
Diluted weighted average common shares outstanding (in shares)	159,524,270	159,727,412
Diluted earnings per common share (in dollars per share)	$ (0.03)	$ 0.01

- Definition

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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Subparagraph (SX 210.5-03(20))
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Unaudited Interim Financial Statements

2024 and 2023, the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the related interim disclosures are unaudited.

Accounting Pronouncements Not Yet Adopted

Principles of Consolidation

Fair Value Measurements

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

Cash and Cash Equivalents

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

Accounts Receivable

transferred to customer accounts receivable when the rights become unconditional. The carrying amount of accounts receivable is reduced by a valuation allowance.

Derivative Instruments

receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Revenue Recognition

In accordance with 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

Software Licenses Revenues

Software as a Service (SaaS) Revenues

Software Service Revenues

Consulting Service Revenues

Arrangements with Multiple Performance Obligations

Contract Balances

Contract balances at March 31, 2024 and December 31, 2023 were as follows:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Contract assets	$	10,767	$	10,405
Contract liabilities	58,238		61,748

During the three months ended March 31, 2024, the Company recognized revenue of $29,351 related to contract liabilities at December 31, 2023.

Deferred Contract Acquisition Costs

Grant Revenue

Sources and Timing of Revenue

The Company’s performance obligations are satisfied either over time or at a point in time.

Earnings per Share

Prepaid Expenses and Other Current Assets and Other Long-Term Assets - Other Long-term Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Long-term deposits	$ 1,517	$ 1,451
Interest rate swap asset - long-term	1,341	1,151
Deferred financing cost	382	451
Total other long-term assets	$ 3,240	$ 3,053

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Trade receivables	$ 71,268	$ 75,410
Unbilled receivables	10,767	10,405
Other receivables	255	354
Allowances for credit losses	(1,341)	(1,312)	$ (1,250)
Accounts receivable, net	$ 80,949	$ 84,857

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	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, Australia, Brazil, Canada, China, Egypt, France, Germany, India, Italy, Japan, Korea, Luxembourg, Netherlands, Philippines, Poland, Portugal, Spain, Switzerland, and the United Kingdom.

Accrued Expenses and Other Liabilities - Other Long Term Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Uncertain tax position liability	$ 1,267	$ 2,381
Contingent consideration	38,977	36,828
Total other long-term liabilities	$ 40,244	$ 39,209

Segment Data (Details) $ in Thousands	3 Months Ended
Segment Data (Details) $ in Thousands	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Segments
Number of operating segment \| segment	1
Revenue	$ 96,654	$ 90,301
Americas
Segments
Revenue	69,165	67,023
EMEA
Segments
Revenue	20,843	16,915
Asia Pacific
Segments
Revenue	$ 6,646	$ 6,363

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 22
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	COMMON STOCK	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	ACCUMULATED OTHER COMPREHENSIVE LOSS	TREASURY STOCK
Common stock, beginning balance (in shares) at Dec. 31, 2022		159,676,150
Beginning balance at Dec. 31, 2022	$ 1,079,661	$ 1,596	$ 1,150,168	$ (60,873)	$ (8,230)	$ (3,000)
Treasury shares beginning balance (in shares) at Dec. 31, 2022						150,207
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense, net of forfeiture	8,543		8,543
Common shares issued for share-based compensation awards and shares withheld for tax (in shares)		608,179				228,159
Common shares issued for share-based compensation awards and shares withheld for tax	5,417	$ (6)	4			$ 5,419
Restricted stock forfeiture (in shares)		(66,220)
Restricted stock forfeiture	0	$ (1)	1
Change in fair value from interest rate swap, net of tax	(1,691)				(1,691)
Net income (loss)	1,358			1,358
Foreign currency translation adjustment, net of tax	2,601				2,601
Common stock, ending balance (in shares) at Mar. 31, 2023		160,218,109
Ending balance at Mar. 31, 2023	$ 1,085,055	$ 1,601	1,158,708	(59,515)	(7,320)	$ (8,419)
Treasury shares ending balance (in shares) at Mar. 31, 2023						378,366
Common stock, beginning balance (in shares) at Dec. 31, 2023	159,848,286	160,284,901
Beginning balance at Dec. 31, 2023	$ 1,046,840	$ 1,603	1,178,461	(116,230)	(7,593)	$ (9,401)
Treasury shares beginning balance (in shares) at Dec. 31, 2023	436,615					436,615
Increase (Decrease) in Stockholders' Equity
Equity-based compensation expense, net of forfeiture	$ 9,073		9,073
Common stock withheld for tax liabilities (in shares)						60,177
Common shares issued for share-based compensation awards and shares withheld for tax	(1,136)					$ (1,136)
Common shares issued for employee share-based compensation (in shares)		188,293
Common shares issued for employee share-based compensation	0	$ 2	(2)
Common shares issued related with Vyasa (in shares)		214,692
Common shares issued for contingent consideration	3,707	$ 2	3,705
Change in fair value from interest rate swap, net of tax	564				564
Net income (loss)	(4,683)			(4,683)
Foreign currency translation adjustment, net of tax	$ (7)				(7)
Common stock, ending balance (in shares) at Mar. 31, 2024	160,191,094	160,687,886
Ending balance at Mar. 31, 2024	$ 1,054,358	$ 1,607	$ 1,191,237	$ (120,913)	$ (7,036)	$ (10,537)
Treasury shares ending balance (in shares) at Mar. 31, 2024	496,792					496,792

Accrued Expenses and Other Liabilities - Accrued expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 16,390	$ 28,624
Legal and professional accruals	3,060	3,913
Interest payable	2,317	2,351
Income taxes payable	1,321	1,010
Short-term contingent consideration liabilities	6,787	18,410
Other	2,869	2,471
Total accrued expenses	$ 32,744	$ 56,779

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, 2024:



	LEVEL 1		LEVEL2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	149,397	$	—	$	—	$	149,397
Interest rate swap assets	—		6,374		—		6,374
Total assets	$	149,397	$	6,374	$	—	$	155,771

Liabilities
Contingent liabilities	$	—	$	—	$	44,982	$	44,982
Total liabilities	$	—	$	—	$	44,982	$	44,982

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2023:


	LEVEL 1		LEVEL2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	147,478	$	—	$	—	$	147,478
Interest rate swap assets	—		5,624		—		5,624
Total assets	$	147,478	$	5,624	$	—	$	153,102

Liabilities
Contingent liabilities	$	—	$	—	$	54,457	$	54,457
Total liabilities	$	—	$	—	$	54,457	$	54,457

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table summarizes the Level 3 activity of the changes in the contingent consideration liability.



	MARCH 31,
	2024
	(In thousands)
Beginning balance at December 31, 2023	$	54,457
Additions	—
Payments	(12,356)
Fair value remeasurement	2,881
Ending balance at March 31, 2024	$	44,982

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable consists of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Trade receivables	$	71,268	$	75,410
Unbilled receivables	10,767		10,405
Other receivables	255		354
Allowances for credit losses	(1,341)		(1,312)
Accounts receivable, net	$	80,949	$	84,857

Accounts Receivable, Allowance for Credit Loss

The following table presents the information regarding the allowance of accounts receivable:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Beginning balance	$	1,312	$	1,250
Provision for credit losses	59		684
Charge-offs, net of recoveries	(30)		(622)
Ending balance	$	1,341	$	1,312

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 were as follows:


Interest rate swap derivative designated as cash flow hedging instrument:	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Notional amounts	$	230,000	$	230,000
Prepaid expenses and other current assets	$	5,033	$	4,473
Other long-term assets	$	1,341	$	1,151

Contract Balances, Contract Asset, Contract Liability, and Receivable

Contract balances at March 31, 2024 and December 31, 2023 were as follows:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Contract assets	$	10,767	$	10,405
Contract liabilities	58,238		61,748

Summary of Revenue by Timing of Revenue Recognition

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 MARCH 31,
	2024		2023

Software licenses transferred at a point in time	$	15,380	$	14,498
Software licenses transferred over time	23,927		18,507
Service revenues earned over time	57,347		57,296
Total	$	96,654	$	90,301

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	14.00%	45.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Other comprehensive income (loss), foreign currency translation adjustment, tax, portion attributable to parent	$ 60	$ (182)
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification, tax	$ 186	$ (588)

Long-Term Debt and Revolving Line of Credit - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 17, 2021
Debt Instrument
Accrued interest payable	$ 2,317		$ 2,351
Revolving Credit Facility
Debt Instrument
Available borrowings	$ 100,000		$ 100,000	$ 80,000
Maximum borrowing capacity of revolving line of credit				$ 100,000
Effective interest rate	9.24%		8.03%
Interest incurred	$ 63
Accrued interest payable	2		$ 2
Prepayment on the loan	755
Variable Interest Term Loan
Debt Instrument
Interest incurred	6,798	$ 5,974
Interest payable	$ 2,382		$ 2,400

Business Combinations	3 Months Ended
Business Combinations	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations Acquisitions have been accounted for by using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Amounts allocated to the purchased assets and liabilities assumed 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 for the acquisitions have been included in the Company’s results of operations prospectively from the date of acquisition. Since 2013, and as of March 31, 2024, the Company has completed 20 acquisitions, of which 13 have included software or technology. Details of acquisitions that have closed since the beginning of fiscal year 2023 are provided below. Drug Interaction Solutions, University of Washington ("DIDB") On June 20, 2023, the Company entered into an asset purchase agreement with the University of Washington and completed the acquisition of DIDB, including the Drug Interaction Database and related products, from The University of Washington for a total consideration of $8,340. The business combination was not significant to the Company’s consolidated financial statements. The total estimated consideration includes a portion of contingent consideration that is payable over the next two years in cash, not to exceed $2,000. Future payments of contingent consideration are based on eligible revenue for the period from July 1, 2023 through June 30, 2025. The fair value of the contingent consideration was estimated to be $790 as of the acquisition date. At March 31, 2024, the contingent consideration was remeasured to $136, resulting in a fair value adjustment of $4 and recorded in general and administrative expenses (“G&A”) on the accompanying condensed consolidated statement of operations and comprehensive income (loss). Based on the Company’s purchase price allocation, approximately $330, $5,600, $360, and $2,289 of the purchase price were assigned to trademarks, database content/technology, customer relationships and goodwill, respectively. The Company expects goodwill to be fully deductible for U.S. federal income tax purposes due to the fact the acquisition was treated as an asset acquisition under the relevant sections of the Internal Revenue Code (“IRC”). Formedix Limited ("Formedix") On October 10, 2023, the Company completed the acquisition of Formedix, a provider of clinical metadata repository and clinical trial automation software, for total estimated consideration of $41,389. The business combination was not material to the Company’s consolidated financial statements. The total estimated consideration includes a portion of contingent consideration that is payable over the next two years in cash, not to exceed $9,000. The fair value of the contingent consideration related to revenue threshold was estimated to be $4,380 as of the acquisition date. Future payments of contingent consideration are based on achieving certain eligible revenue targets for each of the twelve-month periods ended December 31, 2023 and 2024, respectively. Additionally, the Company agreed to further contingent consideration based on the resolution of certain tax contingencies. In total, the fair value of the contingent consideration was estimated to be $5,161 as of the acquisition date. At March 31, 2024, the contingent consideration related to eligible revenue was remeasured to $3,189, resulting in a negative fair value remeasurement and adjustment of $507 and recorded in G&A on the accompanying condensed consolidated statement of operations and comprehensive income (loss). Based on the Company’s purchase price allocation, approximately $11,700, $3,100, and $25,062 of the purchase price were assigned to developed technology, customer relationships and goodwill, respectively. The Company does not expect goodwill to be deductible due to the fact the Company treated the acquisition as a stock acquisition under the relevant sections of the IRC. Applied BioMath, LLC ("ABM") On December 12, 2023, the Company completed the acquisition of ABM, an industry-leader in providing model-informed drug discovery and development support to help accelerate and de-risk therapeutic research and development, for total estimated consideration of $36,594. The business combination was not material to the Company’s consolidated financial statements. Based on the Company’s preliminary purchase price allocation, approximately $4,600, $800, $13,700 and $15,872 of the purchase price were assigned to developed technology, non-compete agreements, customer relationships and goodwill, respectively. The Company expects goodwill to be fully deductible for U.S. federal income tax purposes due to the fact the Company treated the acquisition as an asset acquisition under the relevant sections of the IRC. The total estimated consideration includes a portion of contingent consideration that is payable over the next two years in cash, not to exceed $17,550. Future payments of contingent consideration are based on achieving certain eligible revenue targets for each of the twelve-month periods ended December 31, 2023 and 2024, respectively. The fair value of the contingent consideration was estimated to be $5,357 as of the acquisition date. At March 31, 2024, the contingent consideration was remeasured to $4,442, resulting in a negative fair value adjustment of $938 and recorded in G&A on the accompanying condensed consolidated statement of operations and comprehensive income (loss). The contingent considerations for all acquisitions were classified as liability and included in accrued expense and other long-term liabilities on the Company’s condensed consolidated balance sheet. The contingent consideration related to eligible revenues that are remeasured on a recurring basis at fair value for each reporting period. Any changes in the fair value of these contingent liabilities are included in the earnings in the condensed consolidated statements of operations and comprehensive income (loss). The current purchase price allocations for the acquisitions of Formedix and ABM are preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized that relate to the fair value of certain tangible assets and liabilities assumed, and residual goodwill. The Company continues to gather information supporting the acquired assets and liabilities, including but not limited to the estimation of the fair value of the identifiable intangible assets, measurement of deferred revenue and corresponding impact on goodwill, during the measurement period. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. The results of operations of the acquired businesses and the fair value of the acquired assets and liabilities assumed are included in the Company’s consolidated financial statements with effect from the date of the acquisitions.

Equity-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

The Company’s equity-based compensation programs are intended to attract, retain and provide incentives for employees, officers and directors. The Company has the following stock-based compensation plans and programs.

Restricted Stock

The majority of the Company’s restricted stock awarded to its employees was originally issued on December 10, 2020 in exchange for the Class B Profits Interest Unit (the “Class B Units”) of EQT, which was the former parent of the Company.

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

In 2021, the Company granted 87,127 replacement shares of restricted stock in connection with the Pinnacle 21 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. The non-vested restricted stock at March 31, 2024 issued in 2021 has a three-year vesting period.


	SHARES	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock as of December 31, 2023	538,661	$	23.18
Granted*	16,842	17.35
Vested*	(63,041)	21.49
Forfeited	—	—
Cancelled*	(16,842)	23.00
Non-vested restricted stock as of March 31, 2024	475,620	$	23.20

___________________________________

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $250 and $655 for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $637, which is expected to be recognized over a weighted-average period of 12.5 months.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $377 and $498 for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $888, which is expected to be recognized over a weighted-average period of 14.8 months.

Equity-based employee compensation expense related to the time-based restricted stock for the Pinnacle acquisition was $106 and $292 for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach was $212, which is expected to be recognized over a weighted-average period of 6 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, 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 ("RSU")

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:


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested RSUs as of December 31, 2023	2,588,403	$	23.77
Granted*	247,434	17.55
Vested**	(42,810)	17.71
Forfeited	(23,968)	23.83
Cancelled*	(38,729)	$	23.95
Non-vested RSUs as of March 31, 2024	2,730,330	$	23.30

___________________________________

**The number of the RSUs vested included 1,492 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the RSUs were $7,705 and $4,798 for three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the total unrecognized equity-based compensation expense related to outstanding RSUs was $35,779, which is expected to be recognized over a weighted-average period of 21.5 months.

Performance Stock Units ("PSU")

PSUs are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds including year over year revenue growth, unlevered free cash flow growth, annual revenue, and annual EBITDA. The PSUs granted in 2023 and 2024 also contains market conditions.

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.

A summary of the Company’s PSU activity for the period ended March 31, 2024 is as follows:


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested PSUs as of December 31, 2023	849,467	$	24.84
Granted*	315,814	19.08
Vested	—	—
Forfeited	—	—
Cancelled*	(394,050)	27.09
Non-vested PSUs as of March 31, 2024	771,231	$	21.33

___________________________________

* During the first quarter of 2024, the Company modified an award for a recipient, resulting in 6,651 shares assumed to be granted and cancelled for accounting purpose.

Equity-based compensation expenses related to the PSUs were $636 and $2,287 for the three months ended at March 31, 2024 and 2023, respectively. At March 31, 2024, the total unrecognized equity-based compensation expense related to outstanding PSUs was $4,981, which is expected to be recognized over a weighted-average period of 18.6 months.


	THREE MONTHS ENDED MARCH 31,
		2024		2023
	(In thousands)
Cost of revenues		$	3,239	$	2,042
Sales and marketing		617		381
Research and development		1,649		1,650
General and administrative		3,568		4,470
Total		$	9,073	$	8,543

Long-Term Debt and Revolving Line of Credit - Maturity of Long Term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Maturities
Remainder of 2024	$ 2,265
2025	3,020
2026	288,410
TOTAL	$ 293,695

Leases - Narrative (Details)	Mar. 31, 2024
Leases
Operating leases - Weighted-average remaining lease term (years)	6 years 1 month 2 days
Operating leases - Weighted-average discount rate	5.47%
Minimum
Leases
Remaining operating and capital lease term	1 year
Maximum
Leases
Remaining operating and capital lease term	10 years

Equity-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity-Based Compensation
Compensation expense	$ 9,073	$ 8,543
Cost of revenues
Equity-Based Compensation
Compensation expense	3,239	2,042
Sales and marketing
Equity-Based Compensation
Compensation expense	617	381
Research and development
Equity-Based Compensation
Compensation expense	1,649	1,650
General and administrative
Equity-Based Compensation
Compensation expense	$ 3,568	$ 4,470

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule Of Operating And Financing Lease Right Of Use Assets And Lease Liabilities

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:


Lease Position	Balance Sheet Classification	MARCH 31, 2024		DECEMBER 31, 2023
		(In thousands)
Assets
Operating lease assets	Operating lease right-of-use assets	$	14,292	$	9,604

Total lease assets		$	14,292	$	9,604

Liabilities
Current
Operating	Other current liabilities	$	4,331	$	4,375


Noncurrent
Operating	Operating lease liabilities, net of current portion	11,631		6,955
Total lease liabilities		$	15,962	$	11,330

Schedule Of Minimum Lease Payments Of Operating Leases

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2024:


	OPERATING LEASES
	(In thousands)
Remainder of 2024	$	3,460
2025	3,839
2026	2,528
2027	1,777
2028	979
Thereafter	6,107
Total future lease payments	18,690
Less: imputed interest	(2,728)
Total	$	15,962

Schedule Of Minimum Lease Payments Of Finance Leases

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2024:


	OPERATING LEASES
	(In thousands)
Remainder of 2024	$	3,460
2025	3,839
2026	2,528
2027	1,777
2028	979
Thereafter	6,107
Total future lease payments	18,690
Less: imputed interest	(2,728)
Total	$	15,962

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 9,073	$ 8,543
2020 Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units authorized (in shares)	20,000,000
Authorized amount	$ 1,000,000
Time Based Class B Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Service period	5 years
Unrecognized share-based compensation expense	$ 888
Compensation expense	$ 377	498
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested restricted stock (in shares)	16,842
Vesting period			3 years
Unrecognized share-based compensation expense, recognition period	14 months 24 days
Restricted Stock \| Pinnacle 21, LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested restricted stock (in shares)			87,127
Unrecognized share-based compensation expense, recognition period	6 months
Performance Based Class B Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, income	$ 250	655
Unrecognized share-based compensation expense	$ 637
Unrecognized share-based compensation expense, recognition period	12 months 15 days
Time Based Restricted Stock \| Pinnacle 21, LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense	$ 212
Compensation expense	$ 106	292
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested restricted stock (in shares)	247,434
Compensation expense	$ 7,705	4,798
Unrecognized share-based compensation expense	$ 35,779
Unrecognized share-based compensation expense, recognition period	21 months 15 days
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested restricted stock (in shares)	315,814
Compensation expense	$ 636	$ 2,287
Unrecognized share-based compensation expense	$ 4,981
Unrecognized share-based compensation expense, recognition period	18 months 18 days

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss) available to common shareholders	$ (4,683)	$ 1,358

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Long-Term Debt and Revolving Line of Credit - Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument
Term loans	$ 293,695
Less: debt issuance costs	(2,903)	$ (3,213)
Total	290,792	291,237
Current portion of long-term debt	(3,020)	(3,020)
Long-term debt, net of current portion and debt issuance costs	287,772	288,217
Term Loan
Debt Instrument
Term loans	293,695	294,450
Revolving Credit Facility
Debt Instrument
Revolving line of credit	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

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

+ References + Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingent consideration In connection with the Vyasa Analytics LLC, DIDB, Formedix, and ABM acquisitions, the Company is required to pay additional consideration if the acquired businesses achieve certain eligible revenue thresholds for certain periods. The maximum contingent considerations related to revenue thread for Vyasa, DIDB, Formedix, and ABM to be earned are $60,000, $2,000, $9,000, and $17,550, respectively. Additionally, the Company agreed to further contingent consideration based on the resolution of certain tax contingencies related with Formedix acquisition. During the quarter ended March 31, 2024, the Company made a combined payment of $12,356 on the contingent consideration, consisting of $8,649 in cash and $3,707 in Company's stock. The total contingent liabilities were $45,764 and $55,238 at March 31, 2024 and December 31, 2023, respectively. The contingent liabilities are included in accrued expenses and other long-term liabilities in the Company's condensed consolidated balance sheet. Legal proceedings The Company does not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on its condensed consolidated financial statements as of March 31, 2024. Assurance-type warranty The Company includes an assurance commitment warranting that the application software products will perform in accordance with written user documentation and the agreements negotiated with customers. Since the Company does not customize its application software, warranty costs have historically been insignificant and expensed as incurred. For information related to commitments for future minimum lease payments, please see Note 7 – Leases.

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 224,776	$ 234,951

Long-Term Debt and Revolving Line of Credit

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt and Revolving Line of Credit

The Company has been a party to a Credit Agreement since August 2017 that provides for a senior secured term loan and commitments under a revolving credit facility. The Company and the lenders most recently modified the Credit Agreement on June 17, 2021, which provides for, among other things, (i) the extension of the termination date applicable to the revolving credit commitments 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 this 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.

Borrowings under the Credit Agreement are subject to a variable interest rate at LIBOR plus a margin. The applicable margins were based on achieving certain levels of compliance with financial covenants. In response to the discontinuation of LIBOR, the Company executed a LIBOR transition amendment on June 26, 2023, formalizing the replacement of LIBOR with the Secured Overnight Funding Rate (“SOFR”). As part of this modification, a Credit Spread Adjustment (“CSA”) was introduced to align SOFR with LIBOR in terms of the overall interest rate earned by lenders under the Credit Agreement. The CSA varied depending on the selected interest period.

As of March 31, 2024 and December 31, 2023, available borrowings under the revolving lines of credit were $100,000.

The effective interest rate was 9.24% and 8.03% for the three months ended March 31, 2024 and 2023 for the term loan debt. 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 $6,798 and $5,974 for the three months ended March 31, 2024 and 2023, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $2,382 and $2,400 at March 31, 2024 and December 31, 2023, respectively, and is included in accrued expenses. Interest incurred on the Credit Agreement with respect to the revolving line of credit was $63 for both the three months ended March 31, 2024 and 2023, respectively. There was $2 accrued interest payable on the revolving line of credit each at March 31, 2024 and December 31, 2023, respectively.

Long-term debt consists of the following:


	MARCH 31, 2024		DECEMBER 31, 2023
	(In thousands)
Term loans	$	293,695	$	294,450
Revolving line of credit	—		—
Less: debt issuance costs	(2,903)		(3,213)
Total	290,792		291,237
Current portion of long-term debt	(3,020)		(3,020)
Long-term debt, net of current portion and debt issuance costs	$	287,772	$	288,217

The principal amount of long-term debt outstanding as of March 31, 2024 matures in the following years:


	Remainder of 2024		2025		2026		TOTAL
	(In thousands)
Maturities	$	2,265	$	3,020	$	288,410	$	293,695

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, 2023, the Company was not required to make a mandatory prepayment on the term loan. The Company is required to make a quarterly principal payment of $755 on the term loan.

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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		160,841,451
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001827090
Amendment Flag	false
Document Fiscal Period Focus	Q1

Equity-Based Compensation - Performance Stock Units (Details) - Performance Shares	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested restricted stock beginning balance (in shares)	849,467
Granted (in shares)	315,814
Vested (in shares)	0
Forfeited (in shares)	0
Cancelled (in shares)	(394,050)
Non-vested restricted stock ending balance (in shares)	771,231
WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock of beginning balance (in dollars per share) \| $ / shares	$ 24.84
Granted (in dollars per share) \| $ / shares	19.08
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Cancelled (in dollars per share) \| $ / shares	27.09
Non-vested restricted stock of ending balance (in dollars per share) \| $ / shares	$ 21.33
Assumed, granted, and cancelled (in shares)	6,651