Certara, Inc. 10-Q

Item 1. Financial Statements CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) JUNE 30, 2024 DECEMBER 31, 2023 Assets Current assets: Cash and cash equivalents $ 224,599 $ 234,951 Accounts receivable, net of allowance for credit losses of $ 1,968 and $ 1,312 , respectively 90,378 84,857 Prepaid expenses and other current assets 22,099 20,393 Total current assets 337,076 340,201 Other assets: Property and equipment, net 2,805 2,670 Operating lease right-of-use assets 14,127 9,604 Goodwill 715,524 716,333 Intangible assets, net of accumulated amortization of $ 305,203 and $ 273,522 , respectively 463,155 487,043 Deferred income taxes 4,236 4,236 Other long-term assets 2,690 3,053 Total assets $ 1,539,613 $ 1,563,140 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 4,801 $ 5,171 Accrued expenses 55,613 56,779 Current portion of deferred revenue 60,989 60,678 Current portion of long-term debt 3,000 3,020 Other current liabilities 4,720 4,375 Total current liabilities 129,123 130,023 Long-term liabilities: Deferred revenue, net of current portion 1,190 1,070 Deferred income taxes 37,524 50,826 Operating lease liabilities, net of current portion 11,150 6,955 Long-term debt, net of current portion and debt discount 293,683 288,217 Other long-term liabilities 23,542 39,209 Total liabilities 496,212 516,300 Commitments and contingencies Stockholders' equity Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively — — Common shares, $ 0.01 par value, 600,000,000 shares authorized, 161,764,197 and 160,284,901 shares issued as of June 30, 2024 and December 31, 2023, respectively; 160,881,314 and 159,848,286 shares outstanding as of June 30, 2024 and December 31, 2023, respectively 1,618 1,603 Additional paid-in capital 1,201,009 1,178,461 Accumulated deficit ( 133,487 ) ( 116,230 ) Accumulated other comprehensive loss ( 8,328 ) ( 7,593 ) Treasury stock at cost, 882,883 and 436,615 shares at June 30, 2024 and December 31, 2023, respectively ( 17,411 ) ( 9,401 ) Total stockholders' equity 1,043,401 1,046,840 Total liabilities and stockholders' equity $ 1,539,613 $ 1,563,140 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 INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2024 2023 2024 2023 Revenues $ 93,313 $ 90,450 $ 189,967 $ 180,751 Cost of revenues 39,809 36,224 79,064 71,080 Operating expenses: Sales and marketing 12,213 8,111 22,900 16,113 Research and development 9,067 7,888 21,062 17,175 General and administrative 28,071 14,245 51,050 34,017 Intangible asset amortization 12,743 10,582 25,336 21,117 Depreciation and amortization expense 451 361 883 772 Total operating expenses 62,545 41,187 121,231 89,194 Income (loss) from operations ( 9,041 ) 13,039 ( 10,328 ) 20,477 Other income (expenses): Interest expense ( 5,578 ) ( 5,668 ) ( 11,329 ) ( 11,143 ) Net other income 2,350 1,010 3,954 1,516 Total other expenses ( 3,228 ) ( 4,658 ) ( 7,375 ) ( 9,627 ) Income (loss) before income taxes ( 12,269 ) 8,381 ( 17,703 ) 10,850 Provision (benefit) for income taxes 305 3,675 ( 446 ) 4,786 Net income (loss) ( 12,574 ) 4,706 ( 17,257 ) 6,064 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $( 15 ), $( 104 ), $ 45 , and $( 287 ) respectively ( 701 ) 1,815 ( 708 ) 4,416 Change in fair value from interest rate swap, net of tax of $( 180 ), $ 762 , $ 6 , and $ 174 respectively ( 591 ) 2,332 ( 27 ) 641 Total other comprehensive income (loss) ( 1,292 ) 4,147 ( 735 ) 5,057 Comprehensive income (loss) $ ( 13,866 ) $ 8,853 $ ( 17,992 ) $ 11,121 Net income (loss) per share attributable to common stockholders: Basic $ ( 0.08 ) $ 0.03 $ ( 0.11 ) $ 0.04 Diluted $ ( 0.08 ) $ 0.03 $ ( 0.11 ) $ 0.04 Weighted average common shares outstanding: Basic 160,505,223 158,955,822 160,014,746 158,568,575 Diluted 160,505,223 159,906,972 160,014,746 159,817,688 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) (IN THOUSANDS, EXCEPT SHARE DATA) COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE LOSS TREASURY STOCK TOTAL STOCKHOLDERS' EQUITY SHARES AMOUNT SHARES AMOUNT Balance as of April 1, 2024 160,687,886 $ 1,607 $ 1,191,237 $ ( 120,913 ) $ ( 7,036 ) ( 496,792 ) $ ( 10,537 ) $ 1,054,358 Equity-based compensation expense, net of forfeiture — 0 — 9,783 — — — — 9,783 Common stock withheld for tax liabilities — 0 — — — — ( 386,091 ) ( 6,874 ) ( 6,874 ) Common shares issued for employee share-based compensation 1,081,434 0 11 ( 11 ) — — — — — Restricted stock forfeiture ( 5,123 ) — — — — — — — Change in fair value from interest rate swap, net of tax — — — — ( 591 ) — — ( 591 ) Net loss — 0 — — ( 12,574 ) — — — ( 12,574 ) Foreign currency translation adjustment, net of tax — 0 — — — ( 701 ) — — ( 701 ) Balance as of June 30, 2024 161,764,197 0 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401 Balance as of January 1, 2024 160,284,901 $ 1,603 $ 1,178,461 $ ( 116,230 ) $ ( 7,593 ) ( 436,615 ) $ ( 9,401 ) $ 1,046,840 Equity-based compensation expense, net of forfeiture — — 18,856 — — — — 18,856 Common stock withheld for tax liabilities — — — — ( 446,268 ) ( 8,010 ) ( 8,010 ) Common shares issued for employee share-based compensation 1,269,727 13 ( 13 ) — — — — — Restricted stock forfeiture ( 5,123 ) — — — — — — — Common shares issued for contingent consideration 214,692 2 3,705 — — — — 3,707 Change in fair value from interest rate swap, net of tax — — — — ( 27 ) — — ( 27 ) Net loss — — — ( 17,257 ) — — — ( 17,257 ) Foreign currency translation adjustment, net of tax — — — — ( 708 ) — — ( 708 ) Balance as of June 30, 2024 161,764,197 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401 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) (IN THOUSANDS, EXCEPT SHARE DATA) COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE LOSS TREASURY STOCK TOTAL STOCKHOLDERS' EQUITY SHARES AMOUNT SHARES AMOUNT Balance as of April 1, 2023 160,218,109 $ 1,601 $ 1,158,708 $ ( 59,515 ) $ ( 7,320 ) ( 378,366 ) $ ( 8,419 ) $ 1,085,055 Equity-based compensation expense, net of forfeiture — — 3,610 — — — — 3,610 Common shares issued for share-based compensation awards and shares withheld for tax 78,327 1 ( 2 ) — — ( 15,843 ) ( 343 ) ( 344 ) Restricted stock forfeiture* ( 124,943 ) ( 1 ) 1 — — — — — Change in fair value from interest rate swap, net of tax — — — — 2,332 — — 2,332 Net income — — — 4,706 — — — 4,706 Foreign currency translation adjustment, net of tax — — — — 1,815 — — 1,815 Balance as of June 30, 2023 160,171,493 $ 1,601 $ 1,162,317 $ ( 54,809 ) $ ( 3,173 ) ( 394,209 ) $ ( 8,762 ) $ 1,097,174 Balance as of January 1, 2023 159,676,150 $ 1,596 $ 1,150,168 $ ( 60,873 ) $ ( 8,230 ) ( 150,207 ) $ ( 3,000 ) 1,079,661 Equity-based compensation awards — — 12,153 — — — — 12,153 Common shares issued for share-based compensation awards and shares withheld for tax 686,506 7 ( 6 ) — — ( 244,002 ) ( 5,762 ) ( 5,761 ) Restricted stock forfeiture ( 191,163 ) ( 2 ) 2 — Change in fair value from interest rate swap, net of tax — — — — 641 — — 641 Net income — — — 6,064 — — 6,064 Foreign currency translation adjustment — — — — 4,416 — — 4,416 Balance as of June 30, 2023 160,171,493 $ 1,601 $ 1,162,317 $ ( 54,809 ) $ ( 3,173 ) ( 394,209 ) $ ( 8,762 ) $ 1,097,174 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) SIX MONTHS ENDED JUNE 30, (IN THOUSANDS) 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 17,257 ) $ 6,064 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization of property and equipment 883 772 Amortization of intangible assets 32,142 26,286 Amortization of debt issuance costs 749 765 Loss on extinguishing debt 196 — (Recovery of) provision for credit losses 807 ( 172 ) Loss on retirement of assets 13 29 Equity-based compensation expense 18,856 12,153 Change in fair value of contingent considerations 5,661 2,559 Lease abandonment expense 29 — Deferred income taxes ( 13,415 ) ( 10,237 ) Changes in assets and liabilities: Accounts receivable ( 6,606 ) ( 272 ) Prepaid expenses and other assets ( 305 ) 494 Accounts payable, accrued expenses, and other liabilities ( 8,305 ) ( 8,343 ) Deferred revenues 662 ( 2,083 ) Net cash provided by operating activities 14,110 28,015 Cash flows from investing activities: Capital expenditures ( 1,046 ) ( 588 ) Capitalized software development costs ( 8,651 ) ( 6,270 ) Investment in intangible assets — ( 54 ) Business acquisitions, net of cash acquired — ( 7,550 ) Net cash used in investing activities ( 9,697 ) ( 14,462 ) Cash flows from financing activities: Proceeds from borrowings on term loan debt 6,305 — Payment of debt issuance costs ( 1,216 ) — Payments on long-term debt and finance lease obligations ( 755 ) ( 1,535 ) Payments for business acquisition related contingent consideration ( 10,426 ) — Payment of taxes on shares withheld for employee taxes ( 8,010 ) ( 5,735 ) Net cash used in financing activities ( 14,102 ) ( 7,270 ) Effect of foreign exchange rate on cash and cash equivalents, and restricted cash ( 663 ) 2,239 Net increase (decrease) in cash and cash equivalents, and restricted cash ( 10,352 ) 8,522 Cash and cash equivalents, and restricted cash, at beginning of period 234,951 239,688 Cash and cash equivalents, and restricted cash, at end of period $ 224,599 $ 248,210 Supplemental disclosures of cash flow information Cash paid for interest $ 12,686 $ 8,255 Cash paid for taxes $ 8,499 $ 9,034 Supplemental schedule of noncash investing and financing activities Stock issuance or establish liabilities related to business acquisition contingent consideration $ 3,707 $ 790 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 model-informed drug development, and the Company’s biosimulation software and technology-enabled 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. 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. “Summary of Significant Accounting Policies” to the Company’s audited consolidated financial statements included in the Company’s 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 June 30, 2024, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2024 and 11 Table of Contents 2023, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of cash flows for the six months ended June 30, 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. (c) Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 is 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; 12 Table of Contents 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 that 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. 13 Table of Contents 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 June 30, 2024: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL (In thousands) Assets Money market funds $ 151,338 $ — $ — $ 151,338 Interest rate swap assets — 5,603 — 5,603 Total assets $ 151,338 $ 5,603 $ — $ 156,941 Liabilities Contingent liabilities $ — $ — $ 45,994 $ 45,994 Total liabilities $ — $ — $ 45,994 $ 45,994 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 June 30, 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. JUNE 30, 2024 (In thousands) Beginning balance at December 31, 2023 $ 54,457 Additions — Payments ( 14,133 ) Fair value remeasurement 5,670 Ending balance at June 30, 2024 $ 45,994 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. 14 Table of Contents (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 $ 224,599 and $ 234,951 at June 30, 2024 and December 31, 2023, respectively. (g) Accounts Receivable Accounts receivable include 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 receivable 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 it determines that the receivable is not collectible. Allowances for credit losses of $ 1,968 and $ 1,312 were provided in the accompanying condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, respectively. Accounts receivable consists of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Trade receivables $ 75,189 $ 75,410 Unbilled receivables 16,913 10,405 Other receivables 244 354 Allowances for credit losses ( 1,968 ) ( 1,312 ) Accounts receivable, net $ 90,378 $ 84,857 The following table presents the information regarding the allowance of accounts receivable: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Beginning balance $ 1,312 $ 1,250 Provision for credit losses 807 684 Charge-offs, net of recoveries ( 151 ) ( 622 ) Ending balance $ 1,968 $ 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 15 Table of Contents derivative instruments for trading or speculative purposes. The objective of managing exposure to market risk is to limit its 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 June 30, 2024 and December 31, 2023, the interest swap had a fair value of $ 5,603 and $ 5,624 , respectively. The gross fair value recognized in accumulated other comprehensive income was $ 5,603 and $ 5,624 , respectively, at June 30, 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 expenses 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 $ 1,526 , $ 1,276 , $ 3,051 , and $ 2,262 for the three and six months ended June 30, 2024 and 2023, respectively. The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were as follows: Interest rate swap derivative designated as cash flow hedging instrument: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Notional amounts $ 230,000 $ 230,000 Prepaid expenses and other current assets $ 5,026 $ 4,473 Other long-term assets $ 577 $ 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 month s is $ 5,034 . 16 Table of Contents (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. 17 Table of Contents 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 June 30, 2024 and December 31, 2023 were as follows: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Contract assets $ 16,913 $ 10,405 Contract liabilities $ 62,179 $ 61,748 18 Table of Contents During the six months ended June 30, 2024, the Company recognized revenue of $ 45,783 related to contract liabilities at December 31, 2023. The unsatisfied performance obligations as of June 30, 2024 were $ 120,444 . We expect to recognize approximately $ 101,546 or 84.3 % 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 it 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 $ 733 and $ 655 as of June 30, 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 that 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 JUNE 30, SIX MONTHS ENDED JUNE 30, 2024 2023 2024 2023 ( In thousands) Software licenses transferred at a point in time $ 13,449 $ 14,553 $ 28,829 $ 29,051 Software licenses transferred over time 24,758 19,170 48,685 37,677 Service revenues earned over time 55,106 56,727 112,453 114,023 Total $ 93,313 $ 90,450 $ 189,967 $ 180,751 (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 19 Table of Contents net earnings attributable to stockholders by the weighted-average number of shares and dilutive securities outstanding during the period. 3. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk have consisted principally of cash and cash equivalent investments and trade receivables. The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments. At June 30, 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 June 30, 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 six months ended June 30, 2024 and 2023. 4. 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 June 30, 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 included 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 June 30, 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 that the acquisition was treated as an asset acquisition under the relevant sections of the Internal Revenue Code (“IRC”). 20 Table of Contents 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 a total estimated consideration of $ 41,389 . The business combination was not material to the Company’s condensed consolidated financial statements. The total estimated consideration included 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 the 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. During the six months ended June 30, 2024, the Company made a payment of $ 1,777 on contingent consideration. At June 30, 2024, the contingent consideration related to eligible revenue was remeasured to zero , resulting in a negative fair value remeasurement and adjustment of $ 1,919 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 that 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 a 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 included 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 June 30, 2024, the contingent consideration was remeasured to $ 4,730 , resulting in a negative fair value adjustment of $ 650 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 relates 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). 21 Table of Contents The current purchase price allocations for the acquisitions of Formedix and ABM are preliminary. The primary areas of the preliminary purchase price allocations are not yet finalized that relate to the fair value of certain tangible assets and liabilities assumed, and residual goodwill. During the measurement period, 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. 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. 5. Prepaid Expenses and Other Current Assets and Other Long-Term Assets Prepaid expense and other current assets at June 30, 2024 and December 31, 2023 consist of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Prepaid expenses $ 7,816 $ 6,363 Income tax receivable 1,464 3,395 Research and development tax credit receivable 6,204 5,004 Current portion of interest rate swap asset 5,026 4,473 Other current assets 1,589 1,158 Prepaid expenses and other current assets $ 22,099 $ 20,393 Other long-term assets at June 30, 2024 and December 31, 2023 consisted of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Long-term deposits $ 1,495 $ 1,451 Interest rate swap asset - long-term 577 1,151 Deferred financing cost 618 451 Total other long-term assets $ 2,690 $ 3,053 6. 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 (as amended, the “Credit Agreement”). On June 26, 2024, the Company entered into the Fifth Amendment to its Credit Agreement (the "Amendment"), primarily amended (1) the principal amount of the term loan to $ 300,000 and its maturity date to June 26, 2031; and (2) extending the termination date of the $ 100,000 revolving credit commitment to June 26, 2029. The term loan under this Amendment has substantially the same terms as the existing term loans and revolving credit 22 Table of Contents commitments. The Credit Agreement is collateralized by substantially all U.S. assets and stock pledges for the non-U.S. subsidiaries and contains various financial and nonfinancial covenants. As multiple lenders syndicated funds under the credit agreements, the Company assessed whether existing debt was modified, extinguished, or if new debt was issued under GAAP guidelines. This evaluation was conducted separately for each lender's portion of the loans and commitments in the syndication, treating each lender's participation as if separate debt instruments existed. The Company either deferred and amortize debt issuance costs or recognized expenses or losses, according to the applicable accounting guidance for each category. Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of — % plus an applicable margin rate of 3.00 % for the Term Loans and between 3.50 % and 2.75 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio, or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable margin rate of 2.00 % for the Term Loans or between 2.50 % and 1.75 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio. The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50 %, and (iii) the Term SOFR rate plus 1.00 %. Additionally, the Company is obligated to pay a commitment fee of the unused amount and other customary fees. As of June 30, 2024 and December 31, 2023, available borrowings under the revolving lines of credit were $ 100,000 . The effective interest rate was 9.2 % and 8.4 % for the six months ended June 30, 2024 and 2023 for the term loan debt. As discussed previously, the Company entered into interest rate swap agreements and continues to use the swap to mitigate the interest risk for the Company's debt obligations under the Credit Agreement. Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 6,736 , $ 6,465 , $ 13,534 , and $ 12,439 for the three and six months ended June 30, 2024 and 2023, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 348 and $ 2,400 at June 30, 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 , $ 64 , $ 126 , and $ 128 for both the three and six months ended June 30, 2024 and 2023, respectively. There was $ 2 accrued interest payable on the revolving line of credit both June 30, 2024 and December 31, 2023. Long-term debt consists of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Term loans $ 300,000 $ 294,450 Revolving line of credit — — Less: debt issuance costs ( 3,317 ) ( 3,213 ) Total 296,683 291,237 Current portion of long-term debt ( 3,000 ) ( 3,020 ) Long-term debt, net of current portion and debt issuance costs $ 293,683 $ 288,217 23 Table of Contents The principal amount of long-term debt outstanding as of June 30, 2024 matures in the following years: Remainder of 2024 2025 2026 2027 2028 Thereafter TOTAL (In thousands) Maturities $ 1,500 $ 3,000 $ 3,000 $ 3,000 $ 3,000 $ 286,500 $ 300,000 The Credit Agreements require 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. Under the Credit Agreement (as amended by the Amendment), the Company is required to make a quarterly principal payment of $ 750 on the term loans starting September 30, 2024. 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. 7. Leases The Company leases certain office facilities and equipment under non-cancelable operating leases with remaining terms ranging 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 June 30, 2024, the weighted average remaining lease terms were 5.97 years for operating leases, and the weighted average discount rate was 5.54 % for operating leases. For additional information on the Company's leases, see Note 14. “Leases” to the 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 June 30, 2024 and December 31, 2023: Lease Position Balance Sheet Classification JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Assets Operating lease assets Operating lease right-of-use assets $ 14,127 $ 9,604 Total lease assets $ 14,127 $ 9,604 Liabilities Current Operating Other current liabilities $ 4,720 $ 4,375 Noncurrent Operating Operating lease liabilities, net of current portion 11,150 6,955 Total lease liabilities $ 15,870 $ 11,330 24 Table of Contents The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2024: OPERATING LEASES (In thousands) Remainder of 2024 $ 2,529 2025 4,182 2026 2,690 2027 1,839 2028 1,040 Thereafter 6,139 Total future lease payments 18,419 Less: imputed interest ( 2,549 ) Total $ 15,870 8. Accrued Expenses and Other Liabilities Accrued expenses consist of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Accrued compensation $ 22,463 $ 28,624 Legal and professional accruals 2,422 3,913 Interest payable 299 2,351 Income taxes payable 4,231 1,010 Short-term contingent consideration liabilities 24,518 18,410 Other 1,680 2,471 Total accrued expenses $ 55,613 $ 56,779 Other long-term liabilities consist of the following: JUNE 30, 2024 DECEMBER 31, 2023 (In thousands) Uncertain tax position liability $ 1,284 $ 2,381 Contingent consideration 22,258 36,828 Total other long-term liabilities $ 23,542 $ 39,209 25 Table of Contents 9. 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 Avatar Parent LP, 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 acquisition of Pinnacle 21, LLC 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 June 30, 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* ( 128,091 ) 22.26 Forfeited ( 5,123 ) 23.00 Cancelled* ( 16,842 ) 23.00 Non-vested restricted stock as of June 30, 2024 405,447 $ 23.24 ___________________________________ * The Company did not legally authorize or issue any restricted stock during the six month period ended June 30, 2024. During the first half of 2024, the Company modified an award for a recipient, resulting in 16,842 shares assumed to be granted, vested, and cancelled. Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 156 , $( 491 ), $ 406 , and $ 164 for the three and six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $ 422 , which is expected to be recognized over a weighted-average period of 10.9 months. Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 221 and $ 312 , $ 598 , and $ 810 for the three and six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $ 651 , which is expected to be recognized over a weighted-average period of 12.8 months. 26 Table of Contents Equity-based employee compensation expense related to the time-based restricted stock for the Pinnacle 21, LLC acquisition was $ 106 , $ 292 , $ 212 , and $ 584 for the three and six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the total unrecognized equity-based compensation expenses related to outstanding restricted stock recognized using the straight-line attribution approach was $ 106 , which is expected to be recognized over a weighted-average period of 3 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 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 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* 2,239,924 17.86 Vested** ( 1,086,758 ) 23.70 Forfeited ( 132,300 ) 21.58 Cancelled* ( 42,098 ) 24.21 Non-vested RSUs as of June 30, 2024 3,567,171 $ 20.16 ___________________________________ * The majority of shares granted during the first quarter of 2024 were issued under the 2020 Incentive Plan. During the first half of 2024, the Company modified awards for recipients, resulting in 42,098 shares assumed to be granted, vested, and cancelled for accounting purposes. ** The number of the RSUs vested included 399,483 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements. Equity-based compensation expenses related to the RSUs were $ 8,614 , $ 7,325 , $ 16,319 , and $ 12,137 for three and six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 60,461 , which is expected to be recognized over a weighted-average period of 26.6 months. 27 Table of Contents 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, 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 costs. A summary of the Company’s PSU activity for the period ended June 30, 2024 is as follows: UNITS WEIGHTED- AVERAGE GRANT DATE FAIR VALUE Non-vested PSUs as of December 31, 2023 849,467 $ 24.84 Granted* 338,445 18.98 Vested** ( 30,728 ) 24.83 Forfeited — — Cancelled* ( 394,050 ) 27.09 Non-vested PSUs as of June 30, 2024 763,134 $ 21.08 ___________________________________ * During the first half of 2024, the Company modified an award for a recipient, resulting in 6,651 shares assumed to be granted and cancelled for accounting purpose. ** The number of the PSUs vested included 46,785 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements. Equity-based compensation expenses related to the PSUs were $ 686 , $( 3,828 ), $ 1,321 , and $( 1,542 ) for the three and six months ended at June 30, 2024 and 2023, respectively. At June 30, 2024, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 3,452 , which is expected to be recognized over a weighted-average period of 17.0 months. 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 JUNE 30, SIX MONTHS ENDED JUNE 30, 2024 2023 2024 2023 (In thousands) Cost of revenues $ 3,621 $ 3,088 $ 6,860 $ 5,130 Sales and marketing 1,064 548 1,681 929 Research and development 1,355 1,220 3,004 2,870 General and administrative 3,743 ( 1,246 ) 7,311 3,224 Total $ 9,783 $ 3,610 $ 18,856 $ 12,153 28 Table of Contents 10. Commitments and Contingencies Contingent consideration In connection with the Vyasa Analytics LLC ("Vyasa"), 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 to the Formedix acquisition. During the six months ended June 30, 2024, the Company made a combined payment of $ 14,133 on the contingent consideration, consisting of $ 10,426 in cash and $ 3,707 in Company's stock. The total contingent liabilities were $ 46,776 and $ 55,238 at June 30, 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 June 30, 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". 11. Segment Data Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has determined that its chief executive officer is its CODM. The Company manages its operations as a single segment for the purposes of assessing and making operating decisions. The Company’s CODM allocates resources and assesses performance based upon financial information at the consolidated level. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements. 29 Table of Contents The following table summarizes revenue by geographic area for the three and six months ended June 30, 2024 and 2023: THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2024 2023 2024 2023 Revenue(1): Americas $ 69,619 $ 68,167 $ 138,784 $ 135,190 EMEA 17,245 15,110 38,088 32,025 Asia Pacific 6,449 7,173 13,095 13,536 Total $ 93,313 $ 90,450 $ 189,967 $ 180,751 ___________________________________ (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 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 six months ended June 30, 2024 and 2023 were ( 2 )%, 44 %, 3 %, and 44 %, 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. 13. 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. 30 Table of Contents THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2024 2023 2024 2023 Net income (loss) available to common shareholders $ ( 12,574 ) $ 4,706 $ ( 17,257 ) $ 6,064 Basic weighted-average common shares outstanding 160,505,223 158,955,822 160,014,746 158,568,575 Basic earnings per common share $ ( 0.08 ) $ 0.03 $ ( 0.11 ) $ 0.04 Diluted earnings per share Net income (loss) available to common shares $ ( 12,574 ) $ 4,706 $ ( 17,257 ) $ 6,064 Basic weighted-average common shares outstanding 160,505,223 158,955,822 160,014,746 158,568,575 Dilutive potential common shares — 951,150 — 1,249,113 Diluted weighted-average common shares outstanding 160,505,223 159,906,972 160,014,746 159,817,688 Diluted earnings per common share $ ( 0.08 ) $ 0.03 $ ( 0.11 ) $ 0.04 __________________________________ • For the period ended June 30, 2024, the Company excluded potentially dilutive securities 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 June 30, 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. 31 Table of Contents