Certara, Inc. 10-Q

Item 1. Financial Statements CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ MARCH 31, ​ DECEMBER 31, (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2022 2021 Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 184,315 ​ $ 185,797 Accounts receivable, net of allowance for credit losses of $ 296 and $ 262 , respectively ​ 72,719 ​ 69,555 Restricted cash ​ 745 ​ 827 Prepaid expenses and other current assets ​ 17,407 ​ 18,548 Total current assets ​ 275,186 ​ 274,727 Other assets: ​ ​ Property and equipment, net ​ 2,927 ​ 2,935 Operating lease right-of-use assets ​ ​ 13,631 ​ ​ 12,634 Goodwill ​ 704,788 ​ 703,371 Intangible assets, net of accumulated amortization of $ 181,138 and $ 169,329 , respectively ​ 504,310 ​ 511,823 Deferred income taxes ​ ​ 4,086 ​ ​ 4,073 Other long-term assets ​ 2,098 ​ 2,167 Total assets ​ $ 1,507,026 ​ $ 1,511,730 Liabilities and stockholders’ equity ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 6,255 ​ $ 7,458 Accrued expenses ​ 18,592 ​ 29,830 Current portion of deferred revenue ​ 48,168 ​ 45,496 Current portion of long-term debt ​ 3,020 ​ 3,020 Current operating lease liabilities ​ ​ 4,897 ​ ​ 5,040 Other current liabilities ​ 685 ​ 1,381 Total current liabilities ​ 81,617 ​ 92,225 Long-term liabilities: ​ ​ Deferred revenue, net of current portion ​ 1,080 ​ 1,531 Deferred income taxes ​ 75,268 ​ 76,098 Operating lease liabilities, net of current portion ​ ​ 9,348 ​ ​ 8,256 Long-term debt, net of current portion and debt discount ​ 291,308 ​ 291,746 Non-current finance lease liabilities ​ — ​ 25 Total liabilities ​ 458,621 ​ 469,881 Commitments and contingencies ​ ​ Stockholders' equity: ​ ​ Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively ​ ​ — ​ ​ — Common shares, $ 0.01 par value, 600,000,000 shares authorized, 159,657,174 and 159,658,948 shares outstanding as of March 31, 2022 and December 31, 2021, respectively ​ 1,596 ​ 1,596 Additional paid-in capital ​ 1,127,334 ​ 1,119,821 Accumulated deficit ​ ( 73,394 ) ​ ( 75,604 ) Accumulated other comprehensive loss ​ ( 7,046 ) ​ ( 3,926 ) Treasury stock at cost, 2,874 and 1,100 shares at March 31, 2022 and December 31, 2021, respectively ​ ​ ( 85 ) ​ ​ ( 38 ) Total stockholders’ equity ​ 1,048,405 ​ 1,041,849 Total liabilities and stockholders’ equity ​ $ 1,507,026 ​ $ 1,511,730 ​ The accompanying notes are an integral part of the condensed consolidated financial statements ​ 6 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED MARCH 31, (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2022 2021 Revenues ​ $ 81,551 ​ $ 66,718 ​ Cost of revenues ​ 32,789 ​ 26,016 ​ Operating expenses: ​ ​ ​ ​ ​ Sales and marketing ​ 6,111 ​ 3,752 ​ Research and development ​ 7,548 ​ 4,706 ​ General and administrative ​ 18,339 ​ 16,562 ​ Intangible asset amortization ​ 10,149 ​ 9,456 ​ Depreciation and amortization expense ​ 482 ​ 602 ​ Total operating expenses ​ 42,629 ​ 35,078 ​ Income from operations ​ 6,133 ​ 5,624 ​ Other income (expenses): ​ ​ ​ ​ ​ Interest expense ​ ( 3,228 ) ​ ( 3,928 ) ​ Miscellaneous, net ​ 841 ​ ( 117 ) ​ Total other expenses ​ ( 2,387 ) ​ ( 4,045 ) ​ Income before income taxes ​ 3,746 ​ 1,579 ​ Provision for income taxes ​ 1,536 ​ 527 ​ Net income ​ 2,210 ​ 1,052 ​ Other comprehensive loss: ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ ( 3,184 ) ​ ( 1,545 ) ​ Change in fair value of interest rate swap, net of tax $ 60 and $ 161 , respectively ​ ​ 64 ​ ​ 477 ​ Total other comprehensive loss ​ ( 3,120 ) ​ ( 1,068 ) ​ Comprehensive loss ​ $ ( 910 ) ​ $ ( 16 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per share attributable to common stockholders: ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.01 ​ $ 0.01 ​ Diluted ​ $ 0.01 ​ $ 0.01 ​ Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 155,936,953 ​ ​ 147,160,084 ​ Diluted ​ 159,160,321 ​ 152,084,745 ​ ​ The accompanying notes are an integral part of the condensed consolidated financial statements ​ 7 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ACCUMULATED ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADDITIONAL ​ ​ OTHER ​ ​ ​ ​ TOTAL (IN THOUSANDS, ​ COMMON STOCK ​ ​ PAID-IN ​ ACCUMULATED ​ ​ COMPREHENSIVE ​ ​ TREASURY ​ ​ STOCKHOLDERS' EXCEPT SHARE DATA) SHARES ​ AMOUNT ​ ​ CAPITAL ​ ​ DEFICIT ​ ​ LOSS ​ ​ STOCK ​ ​ EQUITY Balance as of December 31, 2020 ​ 152,979,479 ​ $ 1,529 ​ $ 884,528 ​ $ ( 62,338 ) ​ $ ( 1,587 ) ​ $ — ​ $ 822,132 Equity-based compensation awards ​ — ​ ​ — ​ ​ 5,151 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,151 Change in fair value from interest rate swap, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 477 ​ ​ — ​ ​ 477 Net income ​ — ​ ​ — ​ ​ — ​ ​ 1,052 ​ ​ — ​ ​ — ​ ​ 1,052 Foreign currency translation adjustment, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,545 ) ​ ​ — ​ ​ ( 1,545 ) Balance as of March 31, 2021 ​ 152,979,479 ​ $ 1,529 ​ $ 889,679 ​ $ ( 61,286 ) ​ $ ( 2,655 ) ​ $ — ​ $ 827,267 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of the condensed consolidated financial statements ​ ​ ​ ​ 8 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ACCUMULATED ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER ​ ​ ​ ​ TOTAL (IN THOUSANDS, ​ COMMON STOCK ​ ADDITIONAL ​ ACCUMULATED ​ COMPREHENSIVE ​ ​ TREASURY ​ STOCKHOLDERS' EXCEPT SHARE DATA) SHARES ​ AMOUNT ​ PAID-IN CAPITAL ​ DEFICIT ​ LOSS ​ STOCK ​ EQUITY Balance as of December 31, 2021 159,658,948 ​ $ 1,596 ​ $ 1,119,821 ​ $ ( 75,604 ) ​ $ ( 3,926 ) ​ $ ( 38 ) ​ $ 1,041,849 Equity-based compensation awards — ​ ​ — ​ ​ 7,513 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,513 Restricted stock withheld for tax liability ​ ( 1,774 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 47 ) ​ ​ ( 47 ) Change in fair value from interest rate swap, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 64 ​ ​ — ​ ​ 64 Net income — ​ ​ — ​ ​ — ​ ​ 2,210 ​ ​ — ​ ​ — ​ ​ 2,210 Foreign currency translation adjustment, net of tax — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,184 ) ​ ​ — ​ ​ ( 3,184 ) Balance as of March 31, 2022 ​ 159,657,174 ​ $ 1,596 ​ $ 1,127,334 ​ $ ( 73,394 ) ​ $ ( 7,046 ) ​ $ ( 85 ) ​ $ 1,048,405 ​ The accompanying notes are an integral part of the condensed consolidated financial statements ​ ​ ​ ​ ​ ​ ​ 9 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED MARCH 31, (IN THOUSANDS) 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 2,210 ​ $ 1,052 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ Depreciation and amortization of property and equipment ​ 482 ​ 602 ​ Amortization of intangible assets ​ 12,450 ​ 10,102 ​ Amortization of debt issuance costs ​ 386 ​ 378 ​ (Recovery of) provision for credit losses ​ 34 ​ ( 1 ) ​ Loss on retirement of assets ​ 5 ​ — ​ Equity-based compensation expense ​ 7,513 ​ 5,151 ​ Deferred income taxes ​ ( 715 ) ​ 12 ​ Changes in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 3,244 ) ​ ( 2 ) ​ Prepaid expenses and other assets ​ 653 ​ ( 673 ) ​ Accounts payable and other liabilities ​ ( 11,830 ) ​ ( 11,109 ) ​ Deferred revenue ​ ​ 2,556 ​ ​ ( 507 ) ​ Other current liabilities ​ ​ ( 792 ) ​ ​ — ​ Changes in operating lease assets and liabilities, net ​ ​ 95 ​ ​ ( 71 ) ​ Net cash provided by operating activities ​ 9,803 ​ 4,934 ​ Cash flows from investing activities: ​ ​ ​ Capital expenditures ​ ( 506 ) ​ ( 222 ) ​ Capitalized development costs ​ ​ ( 2,187 ) ​ ( 1,192 ) ​ Business acquisitions, net of cash acquired ​ ( 5,983 ) ​ ( 2,044 ) ​ Net cash used in investing activities ​ ( 8,676 ) ​ ( 3,458 ) ​ Cash flows from financing activities: ​ ​ ​ Payments on long-term debt and finance lease obligations ​ ​ ( 826 ) ​ ​ ( 855 ) ​ Payments on financing component of interest rate swap ​ ( 646 ) ​ ​ — ​ Payment of taxes on shares withheld for employee taxes ​ ( 48 ) ​ ​ — ​ Net cash used in financing activities ​ ( 1,520 ) ​ ( 855 ) ​ Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash ​ ( 1,171 ) ​ ( 191 ) ​ Net (decrease) increase in cash and cash equivalents, and restricted cash ​ ( 1,564 ) ​ 430 ​ Cash and cash equivalents, and restricted cash, at beginning of period ​ 186,624 ​ 273,291 ​ Cash and cash equivalents, and restricted cash, at end of period ​ $ 185,060 ​ $ 273,721 ​ Supplemental disclosures of cash flow information ​ ​ ​ Cash paid for interest ​ $ 3,547 ​ $ 3,552 ​ Cash paid for taxes ​ $ 2,769 ​ $ 1,644 ​ Supplemental schedule of non-cash investing and financing activities ​ ​ ​ ​ ​ Liabilities assumed in connection with business acquisition ​ $ — ​ $ 921 ​ ​ The accompanying notes are an integral part of the condensed consolidated financial statements ​ 10 Table of Contents CERTARA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) 1. Description of Business Certara, Inc. and its wholly-owned subsidiaries (together, the “Company”) deliver software products and technology-driven services to customers to efficiently carry out and realize the full benefits of biosimulation in drug discovery, preclinical and clinical research, regulatory submissions and market access. The Company is a global leader in biosimulation, and the Company’s biosimulation software and technology-driven services help optimize, streamline, or even waive certain clinical trials to accelerate programs, reduce costs, and increase the probability of success. The Company’s regulatory science and market access software and services are underpinned by technologies such as regulatory submissions software, natural language processing, and Bayesian analytics. When combined, these solutions allow the Company to offer customers end-to-end support across the entire product life cycle. On October 1, 2020, the Company amended the certificate of incorporation of EQT Avatar Topco, Inc. to change the name of the Company to Certara, Inc. The Company has operations in the United States, Canada, Spain, Luxembourg, Portugal, United Kingdom, Germany, France, Netherlands, Denmark, Switzerland, Italy, Poland, Japan, Philippines, India, Australia and China. ​ 2. Summary of Significant Accounting Policies There have been no changes other than what is discussed herein to the Company’s significant accounting policies as compared to the significant accounting policies described in Note 2 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as of and for the year ended December 31, 2021. (a) Basis of Presentation and Use of Estimates The preparation of condenesd consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other estimates, assumptions used in the allocation of the transaction price to separate performance obligations, estimates towards the measure of progress of completion on fixed-price service contracts, the determination of fair values and useful lives of long-lived assets as well as intangible assets, goodwill, allowance for credit losses for accounts receivable, recoverability of deferred tax assets, recognition of deferred revenue, value of interest rate swaps, determination of fair value of equity-based awards and assumptions used in testing for impairment of long-lived assets. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. (b) Unaudited Interim Financial Statements The accompanying condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, and the related interim disclosures are unaudited. 11 Table of Contents The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2021 audited consolidated financial statements and notes thereto. The information as of December 31, 2021 in the Company’s condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. (c) Accounting Pronouncements Not Yet Adopted In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance”. The ASU requires that entities increase disclosures about government assistance received relating to accounting policy, nature of the assistance, and the effect of the assistance on the financial statements. The ASU is effective for annual periods beginning after December 15, 2021. Early application of the ASU is permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements. (d) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (e) Cash and Cash Equivalents, and Restricted Cash Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased. Restricted cash represents cash that is reserved to support a financing program and unexpended restricted grant funds. The restricted cash balance was $ 745 , $ 827 and $ 733 at March 31, 2022, December 31, 2021, and March 31, 2021, respectively. The following table provides a reconciliation of cash and cash equivalents and restricted cash to the amounts presented in the condensed consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MARCH 31, ​ DECEMBER 31, ​ MARCH 31, ​ 2022 2021 2021 Cash and cash equivalents ​ $ 184,315 ​ $ 185,797 ​ $ 272,988 Restricted cash, current ​ 745 ​ 827 ​ 733 Total cash and cash equivalents and restricted cash ​ $ 185,060 ​ $ 186,624 ​ $ 273,721 ​ (f) Derivative Instruments The Company has an interest rate swap agreement that was designated as a cash flow hedge of interest rate risk for a notional amount of $ 230,000 that fixed the interest rate at 2.1284 %, non-inclusive of the fixed credit spread through May 31, 2022. On August 31, 2021, the Company entered an amendment to the interest rate swap agreement. The amended interest rate swap agreement does not in its entirety meet the definition of a derivative instrument because of its off market fixed rate at inception and is deemed to be a hybrid instrument with a financing component and an embedded at-the-market derivative. Such embedded derivative is bifurcated and accounted for separately. At inception, the financing component of $ 1,966 was recorded at amortized cost. The embedded at-the-market derivative was designated and qualified as a cash flow hedge of interest rate risk for a notional amount of $ 230,000 that fixed the interest rate at 1.2757 %, non-inclusive of the fixed credit spread through May 31, 2022. The fair value of the embedded at-the-market derivative is recognized in 12 Table of Contents the condensed consolidated balance sheets and the changes in the fair value of the embedded at-the-market derivative is recognized in other comprehensive loss. At March 31, 2022, the financing component is recorded in current portion of interest rate swap liability in the amount of $ 439 . Due to an other-than-insignificant financing element on a portion of such hybrid instrument, the cash flows associated with this hybrid instrument are classified as financing activities in the condensed consolidated statements of cash flows. At March 31, 2022, the Company recorded the fair value of the embedded at-the-market derivative in current portion of interest rate swap assets in the amount of $ 181 . The Company did not recognize any changes in the fair value of the interest rate swap in interest expense for the three months ended March 31, 2022. The following table sets forth the assets that is measured at fair value on a recurring basis by the levels in the fair value hierarchy at March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Asset ​ ​ ​ ​ Interest rate swap asset ​ $ — ​ $ 181 ​ $ — ​ $ 181 Total ​ $ — ​ $ 181 ​ $ — ​ $ 181 ​ ​ ​ The following table sets forth the assets that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Asset ​ ​ ​ ​ Interest rate swap asset ​ $ — ​ $ 57 ​ $ — ​ $ 57 Total ​ $ — ​ $ 57 ​ $ — ​ $ 57 ​ For more information regarding fair value measurement and fair value hierarchy, see NOTE 2. “Summary of Significant Accounting Policies” in the notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. ​ The net amount of deferred losses related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months is insignificant. ​ (g) Revenue Recognition The Company’s revenue consists of fees for perpetual and term licenses for the Company’s software products, post-contract customer support (referred to as maintenance), software as a service (“SaaS”) and professional services including training and other revenue. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company typically recognizes license revenue at a point in time upon delivering the applicable license. The revenue related to the support and maintenance performance obligation will be recognized on an over-time basis using time elapsed methodology. The revenue related to software training and software implementation performance will be recognized at the completion of the service. The following describes the accounting policies for multiple performance obligations and the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its customers. Arrangements with Multiple Performance Obligations 13 Table of Contents For contracts with multiple performance obligations, the Company determines if the products or services are distinct and allocates the consideration to each distinct performance obligation on a relative standalone selling price basis. When products and services are not distinct, the Company determines an appropriate measure of progress based on the nature of its overall promise for the single performance obligation. The delivery of a particular type of software and each of the user licenses would be one performance obligation. However, any training, implementation, or support and maintenance promises as part of the software license agreement would be considered separate performance obligations, as those promises are distinct and separately identifiable from the software licenses. The payment terms in these arrangements are sufficiently short such that there is no significant financing component to the transaction. Software Licenses and Support License revenue includes perpetual license fees and term license fees, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the use of software. Both revenues from perpetual license and term license performance obligations are generally recognized upfront at the point in time when the software license has been delivered. Software Services For contracts that include multiple performance obligations, such as a software license plus software training, implementation, and/or maintenance/support, or in contracts where there are multiple software licenses, the transaction price is allocated to each of the performance obligations on a pro-rata basis based on the relative standalone selling price (“SSP”) of each performance obligation. Maintenance services agreements consist of fees for providing software updates and for providing technical support for software products for a specified term. Revenue allocated to maintenance services is recognized ratably over the contract term beginning on the delivery date of each offering. Maintenance contracts generally have a term of one year . Expenses related to maintenance and subscription are recognized as incurred. While transfer of control of the software training and implementation performance obligations are over time, the services are typically started and completed within a few days. Due to the quick nature of the performance obligation from start to finish and the immaterial amounts, the Company recognizes any software training or implementation revenue at the completion of the service. Any unrecognized portion of amounts paid in advance for licenses and services is recorded as deferred revenue. Certara’s software contracts do not typically include discounts, variable consideration, or options for future purchases that would not be similar to the original goods. Subscription Revenues Subscription revenues consists of subscription fees for access to, and related support for, our cloud-based solutions. The Company typically invoices subscription fees in advance in annual installments and recognizes subscription revenue ratably over the term of the applicable agreement, usually one to three years which is initially deferred and recognized ratably over the life of the contract. Services and Other Revenues The Company’s primary services offering includes consulting services, which may be either strategic consulting services, reporting and analysis services, regulatory writing services, or any combination of the three. Strategic consulting services consists of consulting, training, and process redesign that enables customers to identify which uncertainties are greatest and matter most and then to design development programs, trial sequences, and individual trials in such a way that those trials systematically reduce the identified uncertainties in the most rapid and cost-effective manner possible. The Company’s professional services contracts are either time-and-materials, fixed fee or prepaid. Services revenues are generally recognized over time as the services are performed. Generally, these services are delivered to customers electronically. Revenue from time-and-material contracts is recognized on an output basis as labor hours are delivered and/or direct expenses are incurred. Revenues for fixed price services and prepaid are generally recognized over time applying input methods to estimate progress to completion. Accordingly, the number of resources being paid for and 14 Table of Contents varying lengths of time they are being paid for, determine the measure of progress. Training revenues are recognized as the services are performed over time. However, due to short period over which the transfer of control occurs for a classroom or on-site training course, the revenue related to these performance obligations is recognized at the completion of the course for administrative feasibility purposes. The training services generally do not provide for any non-cash consideration nor is there consideration payable to a customer. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (deferred revenue, contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., quarterly or monthly) or upon achievement of contractual milestones. Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts (i.e., unbilled revenue, a component of accounts receivable in the Consolidated Balance Sheets). Contract assets are billed and transferred to customer accounts receivable when the rights become unconditional. The Company typically invoices customers for term licenses, subscriptions, maintenance and support fees in advance with payment due before the start of the subscription term, ranging from one to three years . The Company records the amounts collected in advance of the satisfaction of performance obligations, usually over time, as a contract liability or deferred revenue. Invoiced amounts for non-cancelable services starting in future periods are included in contract assets and deferred revenue. The portion of deferred revenue that will be recognized within 12 months is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue in the Consolidated Balance Sheets. The unsatisfied performance obligations as of March 31, 2022 were approximately $ 101,246 . Deferred Contract Acquisition Costs Under ASC 606, sales commissions paid to the sales force and the related employer payroll taxes, collectively “deferred contract acquisition costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when paid. Sources and Timing of Revenue The Company’s performance obligations are satisfied either over time or at a point in time. The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED MARCH 31, ​ 2022 ​ 2021 Software licenses transferred at a point in time ​ $ 13,452 ​ $ 12,425 Software licenses transferred over time ​ 15,741 ​ 9,479 Service revenues earned over time ​ 52,358 ​ 44,814 Total ​ $ 81,551 ​ $ 66,718 ​ (h) Earnings per Share Basic earnings per common share is computed by dividing the net income that is attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period, without consideration for potentially dilutive securities. The dilutive effect of potentially dilutive securities is excluded from basic earnings per share 15 Table of Contents and is included in the calculation of diluted earnings per share. Restricted stock and restricted stock units granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted earnings per share is computed by dividing the earnings attributable to stockholders by the weighted-average number of shares and potentially dilutive securities outstanding during the period. (i) COVID-19 Since the first quarter of 2020, the COVID-19 pandemic has posed a significant threat to public health as well as the global and U.S. economies. The continued spread of variants of COVID-19 may adversely impact our business, financial condition or results of operations as a result of increased costs, negative impacts to our workforce, delay or cancellation of projects due to disruption of clinical trials, or a sustained economic downturn. Although the spread of the virus seems to have subsided, the possibility of a resurgence due to a new strain is possible. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the global and US economy and our business. ​ 3. Public Offerings The Company is party to a registration rights agreement with EQT AB and its affiliates (“EQT AB”), Arsenal, EQT, and certain other stockholders (“Institutional Investors”). It contains provisions that entitle EQT and the other Institutional Investors thereto to certain rights to have their securities registered by the Company under the Securities Act. EQT is entitled to an unlimited number of “demand” registrations, subject to certain limitations. Every Institutional Investor that holds registration rights is also be entitled to customary “piggyback” registration rights. In addition, the amended and restated registration rights agreement provides that the Company will pay certain expenses of the Institutional Investors relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act of 1933. The registration rights agreement will terminate (i) with the prior written consent of the Institutional Investors in connection with a change of control; (ii) for those holders (other than the Institutional Investors) that beneficially own less than 5 % of the Company’s outstanding shares, if all of the registrable securities then owned by such holder could be sold in any 90-day period pursuant to Rule 144; (iii) as to any holder, if all of the registrable securities held by such holder have been sold or otherwise transferred in a registration pursuant to the Securities Act or pursuant to an exemption therefrom; or (iv) with respect to any holder that is an officer, director, employee or consultant of the Company on the date that is 90 days after the date on which such holder ceases to be an employee, director or consultant (as applicable) of the Company. The rights and obligations do not transfer without the written consent of the Company and the Institutional Investors. On March 29, 2021, the Company completed an underwritten secondary public offering in which certain selling stockholders, including EQT, sold 11,500,000 shares of the Company’s common stock, including 1,500,000 shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company did no t offer any common stock in this transaction and did no t receive any proceeds from the sale of the shares of common stock by the selling stockholders. The Company incurred costs of $ 1,100 , recorded in general and administrative expenses, in relation to the secondary public offering. On September 13, 2021, the Company completed another public offering, at a public offering price of $ 31.00 per share, pursuant to which the Company sold 4,500,000 shares of its common stock, and certain selling stockholders sold 18,500,000 shares of the Company’s common stock, including an additional 3,000,000 shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $ 134,096 , after deducting underwriters' discounts and commissions. In addition, $ 745 of legal, accounting and other offering costs incurred in connection with the sale of the Company's common stock in the public offering, were capitalized and offset against the proceeds received. On November 22, 2021, the Company completed another secondary public offering in which certain selling stockholders, including EQT, sold 10,000,000 shares of the Company’s common stock. The Company did not offer any common stock 16 Table of Contents in this transaction and did not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The Company incurred costs of $ 644 , recorded in general and administrative expenses, in relation to the secondary public offering. 4. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk have consisted principally of cash and cash equivalent investments and trade receivables. The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments. At March 31, 2022 and December 31, 2021, the investments were bank deposits and overnight sweep accounts. The Company has adopted credit policies and standards to evaluate the risk associated with sales that require collateral, such as letters of credit or bank guarantees, whenever deemed necessary. Management believes that any risk of loss is significantly reduced due to the nature of the customers and distributors with which the Company does business. As of March 31, 2022 and December 31, 2021, no single customer accounted for more than 10% of the Company’s accounts receivable. No customers accounted for more than 10% of the Company’s revenues during the three months ended March 31, 2022 and 2021. 5. Acquisitions Acquisitions have been accounted for using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Amounts allocated to the purchased assets and liabilities are based upon the total purchase price and the estimated fair values of such assets and liabilities on the effective date of the purchase as determined by an independent third party. The results of operations have been included in the Company’s results of operations prospectively from the date of acquisition. Author! B.V. On March 2, 2021, the Company completed a transaction which qualified as a business combination for a total consideration of $ 2,667 . The business combination was not material to our consolidated financial statements. Based on the Company’s purchase price allocation, approximately $ 1,200 , $ 100 and $ 1,200 of the purchase price was assigned to customer relationships, non-compete agreements and goodwill, respectively. Insight Medical Writing Limited On June 7, 2021, the Company completed a transaction which qualified as a business combination for a total consideration of $ 15,197 . The business combination was not material to our consolidated financial statements. Based on the Company’s purchase price allocation, approximately $ 7,400 and $ 4,700 of the purchase price was assigned to customer relationships and goodwill, respectively. Pinnacle 21, LLC On October 1, 2021, the Company acquired 100 % of the equity of Pinnacle 21, LLC (“Pinnacle”). Pinnacle provides software and services for preparing clinical trial data for regulatory submission. The acquisition executes on the Company’s strategy to invest in innovation to increase the use cases of biosimulation and grow adoption of Certara’s end-to-end platform. The acquisition of Pinnacle was treated as a purchase in accordance with ASC 805, “Business Combinations”, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. 17 Table of Contents The following table summarizes the fair value of the consideration paid as well as the fair values of the assets acquired and liabilities assumed as of the date of the acquisition: ​ ​ ​ ​ ​ ​ Fair value of consideration: Pinnacle Cash paid to sellers $ 249,115 Cash paid to others and escrow ​ ​ 17,200 Unregistered shares of Certara, Inc. ( 2,239,717 shares) ​ ​ 72,760 Total consideration ​ $ 339,075 ​ ​ ​ ​ Assets acquired and liabilities assumed: ​ ​ ​ Cash and cash equivalents ​ $ 19,409 Accounts receivable ​ ​ 2,925 Other current assets ​ ​ 619 Property and equipment ​ ​ 258 Deferred tax assets ​ ​ 2,907 Identifiable intangible assets: ​ ​ ​ Trademark ​ ​ 15,800 Acquired software ​ ​ 103,000 Customer relationships ​ ​ 24,600 Goodwill ​ ​ 180,947 Long-term deposits ​ ​ 34 Current liabilities ​ ​ ( 794 ) Current portion of deferred revenue ​ ​ ( 10,630 ) Net assets acquired ​ $ 339,075 ​ The fair value of the unregistered shares given as part of the purchase consideration was determined based on the market price of Certara stock on the closing date less a 7 % discount for lack of marketability. The acquisition was structured as an asset acquisition for income tax purposes; therefore, the Company’s tax basis in Pinnacle’s identifiable assets reflects the fair value of consideration paid. However, the company did not recognize tax basis in certain liabilities assumed at the acquisition date; resulting in deferred income taxes being recorded in purchase accounting. The fair value of the intangible assets is based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements within the fair value measurement hierarchy. The fair value of the customer relationships (Distributor method), trademarks (Relief from Royalty method) and developed technology (Multi-Period Excess Earnings Method) was determined under the income approach. Goodwill of $ 180,947 was recorded to reflect the excess of the purchase price over the estimated fair value of the net identifiable assets acquired, which is generally deductible for income tax purposes. The excess of the purchase prices over the fair values of the acquired business's net assets represent cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforces acquired, and has been allocated to goodwill. 18 Table of Contents Integrated Nonclinical Development Solutions On January 3, 2022, the Company completed the acquisition of Integrated Nonclinical Development Solutions, Inc. (“INDS”), a company that provides the SEND Explorer software and drug development consulting for a total consideration of $ 8,148 . The business combination was not material to the Company’s condensed consolidated financial statements. Based on the Company’s preliminary purchase price allocation, approximately $ 2,500 , $ 860 and $ 2,855 of the purchase price was assigned to customer relationships, acquired software and goodwill, respectively. The current purchase price allocation is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired, and liabilities assumed, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date 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 condensed consolidated financial statements include the operating results of each acquisition from the date of acquisition. Pro forma results of operations revenue and net income subsequent to the acquisition date for three months ended March 31, 2022 have not been presented because the effects of the acquisition was not material to our financial results. 6. Prepaid Expenses and Other Current Assets and Other Supplemental Assets Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ 2022 2021 Prepaid expenses ​ $ 8,580 ​ $ 8,973 Income tax receivable ​ 4,945 ​ 4,800 Research and development tax credit receivable ​ 2,702 ​ 3,951 Current portion of interest rate swap asset ​ ​ 181 ​ ​ 57 Other current assets ​ ​ 999 ​ ​ 767 Prepaid expenses and other current assets ​ $ 17,407 ​ $ 18,548 ​ Other long-term assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ 2022 2021 Long-term deposits ​ $ 1,161 ​ $ 1,160 Deferred financing cost ​ 937 ​ 1,007 Total other long-term assets ​ $ 2,098 ​ $ 2,167 ​ ​ 7. Long-Term Debt and Revolving Line of Credit Effective August 14, 2017, the Company entered into a credit agreement with lenders for a $ 250,000 term loan (“Credit Agreement”). The Credit Agreement is a syndicated arrangement with various lenders providing the financing. The $ 250,000 term loan is due to mature on August 14, 2024. The Company also entered into a $ 20,000 revolving line of credit with lenders with a sub-commitment for issuance of letters of credit of $ 10,000 . The Company and lenders entered into Amendment No. 1 to the Credit Agreement on January 25, 2018, where an additional tranche of $ 25,000 was added to the term loan. The amortization schedule of the new tranche was made coterminous with the rest of the term loan. There were no other changes to the terms of the Credit Agreement. 19 Table of Contents The Company and lenders entered into Amendment No. 2 to the Credit Agreement on April 3, 2018, where an additional tranche of $ 40,000 was added to the term loan. The amortization schedule of the new tranche was made coterminous with the rest of the term loan. There were no other changes to the terms of the Credit Agreement. The Company and lenders entered into a third amended and restated loan agreement on June 17, 2021 (“Third Amendment”), which provides for, among other things, (i) the extension of the termination date applicable to the revolving credit commitments under the Credit Agreement to August 2025, (ii) the extension of the maturity date applicable to the term loans under the Credit Agreement to August 2026, and (iii) an increase of approximately $ 80,000 in commitments available under the revolving line of credit (resulting in an aggregate amount of commitments of $ 100,000 ). The term loan under the Third Amendment has substantially the same terms as the existing term loans and revolving credit commitments. The Credit Agreement is collateralized by substantially all U.S. assets and stock pledges for the non-U.S. subsidiaries and contain various financial and nonfinancial covenants. As of March 31, 2022 and December 31, 2021, available borrowings under the revolving lines of credits were $ 100,000 . Available borrowings under the revolving lines of credits as of March 31, 2022 and December 31, 2021 were reduced by $ 120 and $ 239 standby letters of credit issued to a landlord in lieu of a security deposit in addition to any outstanding borrowings. The Company was in compliance with all financial covenants as of March 31 2022 and December 31, 2021. Borrowings under the Credit Agreement are subject to a variable interest rate at LIBOR plus a margin. The applicable margins are based on achieving certain levels of compliance with financial covenants. The effective interest rate was 3.64 % and 3.75 % for the three months ended March 31, 2022 and 2021 for the term loan debt, respectively. As discussed previously, the Company entered into interest rate swap agreements to mitigate the interest risk. Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 2,737 and $ 2,854 for the three months ended March 31, 2022 and 2021, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 33 and $ 30 at March 31, 2022 and December 31, 2021, respectively, and is included in accrued expenses. Interest incurred on the Credit Agreement with respect to the revolving line of credit was $ 63 and $ 12 for the three months ended March 31, 2022 and 2021, respectively. There was $ 1 and $ 66 accrued interest payable on the revolving line of credit at March 31, 2022 and December 31, 2021, respectively. Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MARCH 31, ​ DECEMBER 31, ​ 2022 2021 Term loans ​ $ 299,735 ​ $ 300,490 Revolving line of credit ​ — ​ — Less: debt issuance costs ​ ( 5,407 ) ​ ( 5,724 ) Total ​ 294,328 ​ 294,766 Current portion of long-term debt ​ ( 3,020 ) ​ ( 3,020 ) Long-term debt, net of current portion and debt issuance costs ​ $ 291,308 ​ $ 291,746 ​ The principal amount of long-term debt outstanding as of March 31, 2022 matures in the following years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of 2022 2023 2024 ​ 2025 ​ 2026 TOTAL Maturities ​ $ 2,265 ​ $ 3,020 ​ $ 3,020 ​ $ 3,020 ​ $ 288,410 ​ $ 299,735 ​ The Credit Agreement requires the Company to make an annual mandatory prepayment as it relates to the Company’s Excess Cash Flow calculation. For the year ended December 31, 2021, the Company was not required to make a mandatory 20 Table of Contents prepayment on the term loan. For the credit agreement, the Company is required to make a quarterly principal payment of $ 755 on the term loan each quarter starting from the end of September 2021. The fair values of the Company’s variable interest term loan and revolving line of credit are not significantly different than their carrying value because the interest rates on these instruments are subject to change with market interest rates. ​ 8. Leases The Company leases certain office facilities and equipment under non-cancelable operating and finance leases with remaining terms from one to six years . Operating lease ROU assets are included in other asset section while finance lease ROU assets are included in "Property and equipment, net" in the condensed consolidated balance sheets. With respect to operating lease liabilities, current lease liabilities and non-current operating lease liabilities are included in “Current operating lease liabilities” and "Operating lease liabilities, net of current portion”. Current finance lease liabilities and non-current finance lease liabilities are included in "Other current liabilities" and "Non-current finance lease liabilities" in the condensed consolidated balance sheets. At March 31, 2022, The weighted average remaining lease terms were 3.63 years and 0.83 year for operating and finance lease, respectively; the weighted average discount rate were 4.08 % and 6.19 % for operating and finance lease, respectively. For additional information on the Company's leases, see Note 14 to the Consolidated Financial Statements included in the 2021 Annual Report on Form 10-K. The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Position ​ Balance Sheet Classification ​ March 31, 2022 ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ Operating lease assets ​ Operating lease right-of-use assets $ 13,631 ​ $ 12,634 Finance lease assets ​ Property and equipment, net ​ 202 ​ ​ 271 Total lease assets ​ ​ $ 13,833 ​ $ 12,905 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ ​ ​ Operating ​ Current operating lease liabilities $ 4,897 ​ $ 5,040 Finance ​ Other current liabilities ​ 246 ​ ​ 293 ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent ​ ​ ​ ​ ​ ​ ​ Operating ​ Operating lease liabilities, net of current portion ​ 9,348 ​ ​ 8,256 Finance ​ Non-current finance lease liabilities ​ — ​ ​ 25 Total lease liabilities ​ ​ $ 14,491 ​ $ 13,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21 Table of Contents The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING FINANCE ​ ​ LEASES ​ LEASES ​ ​ ​ ​ ​ Remainder of 2022 ​ $ 3,936 ​ $ 228 2023 ​ ​ 4,019 ​ ​ 25 2024 ​ ​ 3,341 ​ ​ — 2025 ​ ​ 2,551 ​ ​ — 2026 ​ ​ 1,359 ​ ​ — Thereafter ​ ​ 133 ​ ​ — Total future lease payments ​ ​ 15,339 ​ ​ 253 Less: imputed interest ​ ​ ( 1,094 ) ​ ​ ( 7 ) Total ​ $ 14,245 ​ $ 246 ​ ​ ​ ​ 9. Accrued Expenses and Other Supplemental Liabilities Information Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ 2022 2021 Accrued compensation $ 14,731 ​ $ 24,848 Legal and professional accruals 1,110 ​ 2,477 Local sales and VAT taxes 16 ​ — Interest payable 36 ​ 96 Income taxes payable 1,067 ​ 1,398 Accrued business acquisition liabilities 700 ​ — Other 932 ​ 1,011 Total accrued expenses $ 18,592 ​ $ 29,830 ​ Other current liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ 2022 2021 Current portion of interest rate swap liability $ 439 ​ $ 1,088 Current finance lease liabilities 246 ​ 293 Total other current liabilities $ 685 ​ $ 1,381 ​ ​ 10. Equity-Based Compensation Restricted Stock The majority of the company’s restricted stock awarded to its employees were originally issued in December 2020 to exchange the Class B Profits Interest Unit (the “Class B Plan”) of EQT, former parent of the Company. Modification accounting was not required for the time-based vesting Class B Units for which the vesting conditions, classification and fair market value did not change as a result of the shares of restricted common stock that replaced them. The original grant date fair value will continue to be recognized on a straight-line basis. Modification accounting was 22 Table of Contents required for the performance-based vesting Class B Units that were exchanged for time-based vesting restricted common stock, given the vesting conditions were changed. Share based compensation for the restricted stock exchanged for the time-based Class B Units is recognized on a straight-line basis over the requisite service period of the award, which is generally five years . Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using the accelerated attribution approach. In 2021, the Company granted 87,127 replacement shares of restricted stock in connection with the Pinnacle business acquisition under which equity-based awards are outstanding. The fair value of the per share of restricted stock issued in 2021 was measured using grant date fair market value adjusted lack of marketability for these shares. Total grant date fair value was $ 2,762 . The restricted stock issued in 2021 generally have a three year vesting period except for one holder whose shares vests equally on a monthly basis for 2 years . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ AVERAGE ​ ​ ​ ​ GRANT DATE ​ SHARES FAIR VALUE Non-vested restricted stock as of December 31, 2021 ​ 3,910,722 ​ $ 23.18 Granted ​ — ​ ​ — Vested ​ ( 328,138 ) ​ 23.17 Forfeited ​ — ​ — Non-vested restricted stock as of March 31, 2022 ​ 3,582,584 ​ $ 23.18 ​ The Company did no t authorize or issue any restricted stock during the three-month period ended March 31, 2022. The number of the restricted stock vested includes 1,774 shares of common stock that were withheld on behalf of employees to satisfy the statutory tax withholding requirements. Equity-based compensation expenses related to the restricted stock exchanged for Performance-based Class B Units were $ 2,120 and $ 4,041 for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $ 9,518 , which is expected to be recognized over a weighted-average period of 23.4 months. Equity-based compensation expenses related to the restricted stock exchanged for Time-based Class B Units were $ 766 and $ 777 for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $ 5,628 , which is expected to be recognized over a weighted-average period of 31.2 months. Equity-based employee compensation expense related to the time-based restricted stock for the Pinnacle acquisition was $ 292 for the three months ended March 31, 2022. At March 31, 2022, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach was $ 2,178 , which is expected to be recognized over a weighted-average period of 23.8 months. 23 Table of Contents 2020 Incentive Plan In order to align our equity compensation program with public company practices, the Company’s Board of Directors adopted and stockholders approved the 2020 Incentive Plan. The 2020 Incentive Plan allows for grants of non-qualified stock options, incentive stock options, restricted stock, and restricted stock units (RSUs) to employees, directors and officers, and consultants or advisors of the Company. The 2020 Incentive Plan allows for 20,000,000 shares (the “plan share reserve”) of common stock to be issued. No more than the number of shares of common stock equal to the plan share reserve may be issued in the aggregate pursuant to the exercise of incentive stock options. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $ 1,000,000 in total value, except for certain awards made to a non-executive chair of our board of directors. Restricted Stock Units Restricted stock units (“RSUs”) represent the right to receive shares of the Company’s common stock at a specified date in the future. The fair value of the RSUs is based on the fair value of the underlying shares on the date of grant. A summary of the Company’s RSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ AVERAGE ​ ​ ​ ​ GRANT DATE ​ UNITS FAIR VALUE Non-vested RSUs as of December 31, 2021 1,288,724 ​ $ 29.28 Granted 12,243 ​ 21.08 Vested — ​ — Forfeited ( 7,666 ) ​ 29.51 Non-vested RSUs as of March 31, 2022 1,293,301 ​ $ 29.20 ​ ​ Equity-based compensation expenses related to the RSUs were $ 3,388 and $ 333 for three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 26,557 , which is expected to be recognized over a weighted-average period of 25.9 months. Performance Stock Units Performance stock units (“PSUs”) are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds including year over year revenue growth and unlevered free cash flow growth. Share-based compensation for the PSUs is only recognized to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach. The Company will continue to assess the probability of each condition being achieved at each reporting period to determine whether and when to recognize compensation cost. The following table presents a summary of activity on the PSUs for the period ended March 31, 2022. ​ 24 Table of Contents A summary of the Company’s PSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED- ​ ​ ​ ​ AVERAGE ​ ​ ​ ​ GRANT DATE ​ UNITS FAIR VALUE Non-vested PSUs as of December 31, 2021 406,575 ​ $ 27.35 Granted — ​ — Vested — ​ — Forfeited — ​ — Non-vested PSUs as of March 31, 2022 406,575 ​ $ 27.35 ​ Equity-based compensation expense related to the PSUs was $ 947 for the three months ended March 31, 2022. At March 31, 2022, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 4,382 , which is expected to be recognized over a weighted-average period of 17.3 months. ​ Under 2020 Incentive Plan, in April 2022, the Company issued performance stock units to certain employees to receive shares of the Company’s common stock at a specified date in the future on the satisfaction of various service conditions and the achievement of certain performance thresholds including year over year revenue growth and unlevered free cash flow growth. Certain terms in this award were modified from 2021 award of performance stock units. ​ The following table summarizes the components of total equity-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss for each period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED MARCH 31, ​ 2022 2021 Cost of revenues ​ $ 1,723 ​ $ 840 Sales and marketing ​ 660 ​ 398 Research and development ​ 1,373 ​ 399 General and administrative expenses ​ 3,757 ​ 3,514 Total ​ $ 7,513 ​ $ 5,151 ​ 2020 Employee Stock Purchase Plan ​ On December 10, 2020, stockholders approved the 2020 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). Under the Employee Stock Purchase Plan, employees, and those of the Company’s subsidiaries, may purchase shares of common stock, during pre-specified offering periods. Named executive officers will be eligible to participate in the Employee Stock Purchase Plan on the same terms and conditions as all other participating employees. The maximum number of shares authorized for sale under the Employee Stock Purchase Plan is 1,700,000 shares. ​ As of March 31, 2022,  no  shares of common stock have been purchased under the Employee Stock Purchase Plan and no offering has been made to eligible employees under the Plan. ​ ​ ​ 11. Segment Data Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. 25 Table of Contents 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, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED ​ MARCH 31, ​ 2022 2021 Revenue (1) : ​ ​ Americas ​ $ 59,784 ​ $ 46,574 EMEA ​ 15,934 ​ 14,226 Asia Pac ​ 5,833 ​ 5,918 Total ​ $ 81,551 ​ $ 66,718 (1) Revenue is attributable to the countries based on the location of the customer. ​ 12. Income Taxes The Company generally records its interim tax provision based upon a projection of the Company's estimated annual effective tax rate ("EAETR"). This EAETR is applied to the year-to-date consolidated pre-tax income to determine the interim provisions for income taxes before discrete items. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings, adjustments to the valuation allowances, and discrete items. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors. The Company's global ETR for the three months ended March 31, 2022 and 2021 were 41 % and 33 %, respectively, including discrete tax items. The current year increase in the ETR was principally due to the relative mix of domestic and international earnings. ​ 13. Earnings per Share Earnings per share is computed by dividing net income by the weighted-average common shares outstanding. Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share considers potentially dilutive securities outstanding during the period. 26 Table of Contents ​ Basic and diluted earnings per share is computed by dividing net income by the weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ THREE MONTHS ENDED MARCH 31, ​ ​ 2022 2021 Numerator: ​ ​ ​ Net income available to common shareholders ​ $ 2,210 ​ $ 1,052 Denominator: ​ ​ ​ Basic weighted average common shares outstanding ​ 155,936,953 ​ 147,160,084 Effects of dilutive securities ​ ​ 3,223,368 ​ ​ 4,924,661 Diluted weighted average common shares outstanding ​ ​ 159,160,321 ​ ​ 152,084,745 Earnings per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.01 ​ $ 0.01 Diluted ​ $ 0.01 ​ $ 0.01 ​ Subsequent ​ ​ ​ ​ ​ ​ ​