0001853145-22-000018 | 10-Q | XBRL Viewer

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Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 25.2	$ 22.0

Geographic Areas

3 Months Ended

Mar. 31, 2022

Geographic Areas, Long-Lived Assets [Abstract]

Geographic Areas

The following table sets forth long-lived assets by geographic area as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

United States	$	37,105	$	34,906
International	$	2,619	$	2,603

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Total revenue	$ 143,576	$ 119,493
Net loss	(13,309)	(20,728)
Adjustments to net loss (see Note 12)	0	(15,105)
Net loss attributable to common stockholders	$ (13,309)	$ (35,833)
Basic (in dollars per share)	$ (0.07)	$ (0.83)
Diluted (in dollars per share)	$ (0.07)	$ (0.83)

Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 6,135	$ 903
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	82	1
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	328	29
Product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	392	33
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 5,333	$ 840

Geographic Areas (Tables)

3 Months Ended

Mar. 31, 2022

Geographic Areas, Long-Lived Assets [Abstract]

Schedule of Long-Lived Assets by Geographic Areas

The following table sets forth long-lived assets by geographic area as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

United States	$	37,105	$	34,906
International	$	2,619	$	2,603

Revenue - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 24.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	53.00%
Remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	27.00%
Remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	10.00%
Remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction	2 years

Long-Term Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (3.75% at March 31, 2022) quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028	$	547,250	$	548,625
Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (3.71% at March 31, 2022), and outstanding balance due July 2026	—		—


Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5% with balloon payment due September 2022	2,927		2,866
Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7% with balloon payment due December 2022	2,701		2,655
Principal debt	552,878		554,146
Deferred financing costs on long-term debt	(5,597)		(5,826)
Discount on long-term debt	(2,089)		(2,193)
Total debt	545,192		546,127
Less current maturities	11,070		10,943
Long-term portion	$	534,122	$	535,184

On July 6, 2021, the Company entered into a credit facility (“Credit Agreement”) that includes term loans in an aggregate principal amount of $350.0 million (“Initial Term Loans”), a revolver with a capacity of $190.0 million (“Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million. The Initial Term Loans were used to retire the Company’s debt arrangements that were outstanding prior to the Initial Public Offering (“IPO”).

As of November 2021, the Company had $35.0 million outstanding under the Revolver, and borrowed the remaining capacity of the Revolver to fund the acquisition of DrChrono. Subsequently in the same month, the Company received additional term loans in an aggregate principal amount of $200.0 million (together with the Initial Term Loans, the “Term Loans”), the proceeds of which were used to repay the outstanding principal balance of the Revolver of $190.0 million and for general corporate purposes. The Initial Term Loans, Revolver and Additional Term Loans are collectively referred to herein as the (“Credit Facilities”).

The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of March 31, 2022, the Company obtained trading prices for the term notes outstanding. However, as such trading prices require significant unobservable inputs to the pricing model, such instruments are classified as Level 2. If no such trading prices are available, the Company determines the fair value of long-term debt using discounted cash flows, applying current interest rates and current credit spreads, based on its own credit risk. The fair value amounts were approximately $545.9 million and $552.8 million as of March 31, 2022 and December 31, 2021, respectively.

As of January 1, 2021, the Company also had outstanding subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind (“PIK”) interest. The interest on the Legacy Subordinated Notes is all PIK and is due upon maturity. Total PIK interest was $0.1 million for each of the three months ended March 31, 2022 and 2021.

The Company’s Credit Facilities are subject to certain financial and nonfinancial covenants and is secured by substantially all assets of the Company. As of March 31, 2022, the Company was in compliance with all of its covenants.

Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of March 31, 2022 (in thousands):


Years ending December 31:
2022 (remaining nine months)	$	9,998
2023	5,500
2024	5,500
2025	5,500
2026	5,500
Thereafter	521,125
Total aggregate maturities of the Company’s debt	$	553,123

Included in aggregate maturities is future paid-in-kind interest totaling $0.2 million that will accrue over the term of the related debt.

Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of:


	Three months ended March 31,
		2022		2021
		(in thousands except share and per share amounts)

Numerator:
Net loss		$	(13,309)	$	(15,995)

Accretion of Series B to redemption value		—		(15,105)


Numerator for basic and diluted EPS – net loss attributable to common stockholders		$	(13,309)	$	(31,100)

Denominator:
Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share		195,432,404		43,231,295

Basic and diluted net loss per share attributable to common stockholders		$	(0.07)	$	(0.72)

The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect as of:


	March 31,
	2022	2021

Outstanding options to purchase common stock and unvested RSUs	19,690,100	15,073,429
Outstanding convertible preferred stock (Series A and B)	—	117,183,540
Total anti-dilutive outstanding potential common stock	19,690,100	132,256,969

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

In 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the granting of stock-based awards, including stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, and other stock-based awards. In connection with the IPO, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO and, as a result of which, the Company can no longer make awards under the 2016 Plan. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was 22,000,000 shares, inclusive of available shares previously reserved for issuance under the 2016 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 3% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s board of directors, provided that no more than 22,000,000 shares may be issued upon the exercise of incentive stock options. Based on the Company’s outstanding shares of common stock as of December 31, 2021, as of January 1, 2022 the number of shares reserved for issuance under the 2021 Plan increased by 5.9 million.

In connection with the IPO, the Company’s board of directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). For more information on the ESPP, refer to Note 11 in the Annual Report on Form 10-K.

The following table summarizes our restricted stock unit (“RSU”) and stock option activity for the three months ended March 31, 2022:


	RSUs	Options
	(in thousands)

Outstanding as of January 1, 2022	541	16,444
Granted	1,521	1,480
Vested or exercised	—	(126)
Cancelled or forfeited	(10)	(160)
Outstanding as of March 31, 2022	2,052	17,638

As of March 31, 2022, total unrecognized compensation expense was $25.3 million and $40.5 million related to outstanding restricted stock units and outstanding stock options, respectively.

Stock-based compensation expense was classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
		2022		2021
		(in thousands)

Cost of revenues		$	82	$	1
Sales and marketing		328		29
Product development		392		33
General and administrative		5,333		840
Total stock-based compensation expense		$	6,135	$	903

Commitment and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments

Future minimum payments due under the existing lease agreements are as follows as of March 31, 2022 (in thousands):


Years ending December 31:
2022 (remaining nine months)	$	6,486
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$	39,908

Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill activity consisted of the following for the three months ended March 31, 2022 (in thousands):


Balance at December 31, 2021	$	921,416

Measurement period adjustments(1)	(73)
Effect of foreign currency exchange rate changes	272
Balance at March 31, 2022	$	921,615

(1)The $0.1 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2021.

Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator
Net loss	$ (13,309)	$ (15,995)
Accretion of Series B to redemption value	0	(15,105)
Net loss attributable to common stockholders, basic	(13,309)	(31,100)
Net loss attributable to common stockholders, diluted	$ (13,309)	$ (31,100)
Denominator
Denominator for basic EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	195,432,404	43,231,295
Denominator for diluted EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	195,432,404	43,231,295
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.07)	$ (0.72)
Diluted net loss per share attributable to common stockholders (in dollars per share)	$ (0.07)	$ (0.72)

Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of:


	Three months ended March 31,
		2022		2021
		(in thousands except share and per share amounts)

Numerator:
Net loss		$	(13,309)	$	(15,995)

Accretion of Series B to redemption value		—		(15,105)


Numerator for basic and diluted EPS – net loss attributable to common stockholders		$	(13,309)	$	(31,100)

Denominator:
Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share		195,432,404		43,231,295

Basic and diluted net loss per share attributable to common stockholders		$	(0.07)	$	(0.72)

Schedule of Antidilutive Outstanding Common Stock Excluded from Computation of Diluted Net Loss Per Share


	March 31,
	2022	2021

Outstanding options to purchase common stock and unvested RSUs	19,690,100	15,073,429
Outstanding convertible preferred stock (Series A and B)	—	117,183,540
Total anti-dilutive outstanding potential common stock	19,690,100	132,256,969

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2.1	$ 1.9
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	195,510,446	195,384,291
Common stock, shares outstanding (in shares)	195,510,446	195,384,291

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 2.6
Rent expense		$ 2.1

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 1.0	$ 0.9

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows provided by (used in) operating activities:
Net loss	$ (13,309)	$ (15,995)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27,391	23,697
Amortization of discount on long-term debt	104	1,540
Deferred taxes	(5,990)	(3,429)
Bad debt expense	460	637
Paid-in-kind interest on long-term debt	107	99
Stock-based compensation expense	6,135	903
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(2,261)	(4,715)
Prepaid expenses and other current assets	(5,717)	(776)
Other non-current assets	(691)	(2,039)
Accounts payable	(2,122)	1,471
Accrued expenses and other	3,498	(10,289)
Deferred revenue	4,240	5,143
Other long-term liabilities	681	(1,935)
Net cash provided by (used in) operating activities	12,854	(5,400)
Cash flows used in investing activities:
Purchases of property and equipment	(889)	(262)
Capitalization of software costs	(3,503)	(2,765)
Acquisition of companies, net of cash acquired	0	(69,117)
Net cash used in investing activities	(4,392)	(72,144)
Cash flows provided by (used in) financing activities:
Payments on long-term debt	(1,375)	(2,015)
Proceeds from long-term debt	0	69,216
Exercise of stock options	723	735
Net cash provided by (used in) financing activities	(652)	67,936
Effect of foreign currency exchange rate changes on cash	(370)	196
Net increase (decrease) in cash and cash equivalents and restricted cash	7,440	(9,412)
Cash and cash equivalents and restricted cash:
Beginning of period	97,559	98,337
End of period	104,999	88,925
Supplemental disclosures of cash flow information:
Cash paid for interest	4,943	10,837
Cash paid for income taxes	235	5
Supplemental disclosures of noncash investing and financing activities:
Rollover equity in consideration of net assets acquired	0	416
Accretion of Series B convertible preferred stock to redemption value	0	15,105
Long-term Debt
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of deferred financing costs on long-term debt	229	59
Credit Facility
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of deferred financing costs on long-term debt	$ 99	$ 229

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market:


	Three months ended March 31,
		2022		2021
		(in thousands)

By pattern of recognition (timing of transfer of services):
Point in time		$	12,106	$	11,253
Over time		131,470		93,653
Total		$	143,576	$	104,906
By geographical market:
United States		$	130,286	$	93,685
International		13,290		11,221
Total		$	143,576	$	104,906

Supplemental Balance Sheet Information

Supplemental balance sheet information related to contracts from customers as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Accounts receivables	$	42,318	$	40,514
Contract assets	$	12,861	$	11,039
Deferred revenue	$	27,075	$	22,992
Customer deposits	$	8,805	$	9,828
Long-term deferred revenue	$	2,982	$	2,803

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of:


	March 31, 2022
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)

Customer relationships	3-20 years	$	606,975	$	207,005	$	399,970
Developed technology	2-12 years	106,015		46,496		59,519
Trade name	3-10 years	38,189		15,845		22,344
Non-compete agreements	2-5 years	2,409		1,706		703
Total		$	753,588	$	271,052	$	482,536


	December 31, 2021
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)

Customer relationships	3-20 years	$	607,625	$	187,556	$	420,069
Developed technology	2-12 years	106,162		42,215		63,947
Trade name	3-10 years	38,218		14,540		23,678
Non-compete agreements	2-5 years	2,409		1,568		841
Total		$	754,414	$	245,879	$	508,535

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Computer equipment and software	$	9,059	$	8,191
Furniture and fixtures	3,676		3,667
Leasehold improvements	12,030		12,032
Total property and equipment	24,765		23,890
Less accumulated depreciation	(11,398)		(10,381)
Property and equipment, net	$	13,367	$	13,509

Depreciation expense was $1.0 million and $0.9 million for the three months ended March 31, 2022 and 2021, respectively.

Goodwill (Details) $ in Thousands	3 Months Ended
Goodwill (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 921,416
Measurement period adjustments	(73)
Effect of foreign currency exchange rate changes	272
Ending balance	921,615
2021 Acquisitions
Goodwill [Roll Forward]
Beginning balance	255,723
Measurement period adjustments	$ (100)

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 101,201	$ 93,993
Restricted cash	3,798	3,566
Accounts receivable, net of allowance for doubtful accounts of $2.1 million and $1.9 million at March 31, 2022 and December 31, 2021, respectively	42,318	40,514
Contract assets	12,861	11,039
Prepaid expenses and other current assets	26,304	22,505
Total current assets	186,482	171,617
Non-current assets:
Property and equipment, net	13,367	13,509
Capitalized software, net	26,357	24,000
Other non-current assets	21,036	24,296
Intangible assets, net	482,536	508,535
Goodwill	921,615	921,416
Total non-current assets	1,464,911	1,491,756
Total assets	1,651,393	1,663,373
Current liabilities:
Accounts payable	8,195	10,325
Accrued expenses and other	53,735	49,340
Deferred revenue	27,075	22,992
Customer deposits	8,805	9,828
Current maturities of long-term debt	11,070	10,943
Total current liabilities	108,880	103,428
Non-current liabilities:
Deferred tax liability, net	7,747	17,862
Long-term deferred revenue	2,982	2,803
Long-term debt, net of current maturities and deferred financing costs	534,122	535,184
Other non-current liabilities	19,129	18,448
Total non-current liabilities	563,980	574,297
Total liabilities	672,860	677,725
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, $0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of March 31, 2022 and December 31, 2021	0	0
Common stock, $0.00001 par value, 2,000,000,000 shares authorized and 195,510,446 and 195,384,291 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	2	2
Accumulated other comprehensive loss	(2,431)	(1,767)
Additional paid-in capital	1,507,501	1,500,643
Accumulated deficit	(526,539)	(513,230)
Total stockholders’ equity	978,533	985,648
Total liabilities, convertible preferred stock and stockholders’ equity	$ 1,651,393	$ 1,663,373

Commitment and Contingencies - Future Minimum Payments (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022 (remaining nine months)	$ 6,486
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$ 39,908

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of Restricted Stock Unit and Stock Option Activity

The following table summarizes our restricted stock unit (“RSU”) and stock option activity for the three months ended March 31, 2022:


	RSUs	Options
	(in thousands)

Outstanding as of January 1, 2022	541	16,444
Granted	1,521	1,480
Vested or exercised	—	(126)
Cancelled or forfeited	(10)	(160)
Outstanding as of March 31, 2022	2,052	17,638

Schedule of Stock-based Compensation Expense

Stock-based compensation expense was classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
		2022		2021
		(in thousands)

Cost of revenues		$	82	$	1
Sales and marketing		328		29
Product development		392		33
General and administrative		5,333		840
Total stock-based compensation expense		$	6,135	$	903

Long-Term Debt - Maturities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2022 (remaining nine months)	$ 9,998
2023	5,500
2024	5,500
2025	5,500
2026	5,500
Thereafter	521,125
Total debt	$ 553,123

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The income tax benefit was $5.7 million and $3.5 million for the three months ended March 31, 2022 and 2021, respectively. Our effective income tax rate was 30.1% and 18.1% for the three months ended March 31, 2022 and 2021, respectively. The difference in the effective income tax rate was primarily driven by discrete items, including a California law change and an intercompany intellectual property sale in the three months ended March 31, 2022 and acquisition accounting in the three months ended March 31, 2021.

- Definition

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

+ References

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

+ Details

Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market:


	Three months ended March 31,
		2022		2021
		(in thousands)

By pattern of recognition (timing of transfer of services):
Point in time		$	12,106	$	11,253
Over time		131,470		93,653
Total		$	143,576	$	104,906
By geographical market:
United States		$	130,286	$	93,685
International		13,290		11,221
Total		$	143,576	$	104,906

Contract Balances

Supplemental balance sheet information related to contracts from customers as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Accounts receivables	$	42,318	$	40,514
Contract assets	$	12,861	$	11,039
Deferred revenue	$	27,075	$	22,992
Customer deposits	$	8,805	$	9,828
Long-term deferred revenue	$	2,982	$	2,803

Accounts receivable, net: Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due.

Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint.

Contract liabilities: Contract liabilities represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Short-term contract

liabilities are included within deferred revenue on the consolidated balance sheets. Long-term contract liabilities are included within long-term deferred revenue on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2021 was $14.5 million for the three months ended March 31, 2022.

Customer deposits: Customer deposits relate to payments received in advance for contracts, which allow the customer to terminate a contract and receive a pro rata refund for the unused portion of payments received to date. In these arrangements, we have concluded there are no enforceable rights and obligations during the period in which the option to cancel is exercisable by the customer and therefore the consideration received is recorded as a customer deposit liability.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater than one year for which fulfillment of the contract has started as of the end of the reporting period. Variable consideration accounted for under the variable consideration allocation exception associated with unsatisfied performance obligations or an unsatisfied promise that forms part of a single performance obligation under application of the series guidance have been excluded. Remaining performance obligations generally relate to those which are stand-ready in nature, as found within the subscription and Marketing Technology Solutions revenue streams. The aggregate amount of transaction consideration allocated to remaining performance obligations as of March 31, 2022, was $24.6 million, which is comprised of contracts where the contract term under ASC 606 is in excess of one year. The Company expects to recognize approximately 53% of its remaining performance obligations as revenue within the next year, 27% of its remaining performance obligations as revenue the subsequent year, 10% of its remaining performance obligations as revenue in the third year, and the remainder during the two year period thereafter.

Cost to Obtain and Fulfill a Contract

The Company incurs certain costs to obtain contracts, principally sales and third-party commissions, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less).

Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over 5 years, which corresponds with the useful life of the related capitalized software. Short-term assets were $5.2 million and $4.8 million at March 31, 2022 and December 31, 2021, respectively, and long-term assets were $12.5 million and $11.9 million at March 31, 2022 and December 31, 2021, respectively. The Company recorded amortization expense of $1.3 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively, which is included in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss.

The Company has concluded that there are no other material costs incurred in fulfillment of customer contracts that are not accounted for under other GAAP, which meet the capitalization criteria under ASC 606 and FASB ASC Topic 340-40, Accounting for Other Assets and Deferred Costs (“ASC 340-40”). The Company has elected to account for shipping and handling activities as fulfillment activities and recognize the associated expense when the transfer of control of the product has occurred, as permitted under the shipping and handling activities practical expedient.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 143,576	$ 104,906
United States
Disaggregation of Revenue [Line Items]
Total revenues	130,286	93,685
International
Disaggregation of Revenue [Line Items]
Total revenues	13,290	11,221
Point in time
Disaggregation of Revenue [Line Items]
Total revenues	12,106	11,253
Over time
Disaggregation of Revenue [Line Items]
Total revenues	$ 131,470	$ 93,653

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following as of:


	March 31, 2022
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)

Customer relationships	3-20 years	$	606,975	$	207,005	$	399,970
Developed technology	2-12 years	106,015		46,496		59,519
Trade name	3-10 years	38,189		15,845		22,344
Non-compete agreements	2-5 years	2,409		1,706		703
Total		$	753,588	$	271,052	$	482,536


	December 31, 2021
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)

Customer relationships	3-20 years	$	607,625	$	187,556	$	420,069
Developed technology	2-12 years	106,162		42,215		63,947
Trade name	3-10 years	38,218		14,540		23,678
Non-compete agreements	2-5 years	2,409		1,568		841
Total		$	754,414	$	245,879	$	508,535

Amortization expense was $25.2 million and $22.0 million for the three months ended March 31, 2022 and 2021, respectively.

Fair Value of Financial Instruments - Financial Assets and Liabilities at Fair Value On a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Liability
Contingent consideration		$ 675
Level 1
Liability
Contingent consideration		0
Level 2
Liability
Contingent consideration		0
Level 3
Liability
Contingent consideration		675
Money market
Asset
Money market	$ 46,415	14,855
Money market \| Level 1
Asset
Money market	46,415	14,855
Money market \| Level 2
Asset
Money market	0	0
Money market \| Level 3
Asset
Money market	$ 0	$ 0

Property and Equipment - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 24,765	$ 23,890
Less accumulated depreciation	(11,398)	(10,381)
Property and equipment, net	13,367	13,509
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	9,059	8,191
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	3,676	3,667
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 12,030	$ 12,032

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes (“Annual Report on Form 10-K”). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2021 and the related notes. The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others.
Recently Issued Accounting Pronouncements not yet Adopted	Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. The ASU affects all companies that lease assets such as real estate and equipment for a period for more than 12 months, and will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The updated standard will be effective for annual reporting periods beginning after December 15, 2021 and interim periods the following year. The Company will adopt this standard in the fourth quarter of 2022. Based on management’s current assessment, the impact of adoption will result in an additional right-of-use asset and corresponding lease liability presented on the consolidated balance sheet, largely comprised of its future real estate lease obligations in Note 15 in the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q along with any embedded leases in service contracts. Based on our assessment through March 31, 2022, we expect no material impact to the consolidated statements of operations and comprehensive loss; however, management’s analysis of the impact of adoption is not complete. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, which includes the Company’s accounts receivable and contract assets. This updated standard will be effective for annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the guidance in ASC 805 to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. FASB’s objective in issuing the ASU is to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity and inconsistency related to both the recognition of an acquired contract liability and payment terms’ effects on subsequent revenue recognized by the acquirer. This updated standard will be effective for annual reporting periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating whether it will early adopt this standard. The impact of adoption is unknown as it will be based on any potential acquisitions consummated in the year of adoption.

Nature of the Business	3 Months Ended
Nature of the Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	Nature of the BusinessEverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software-as-a-service (“SaaS”) solutions or services for service-based small- and medium-sized businesses (“SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, the Company serves over 600,000 customers across three core verticals: Home Services; Health Services; and Fitness & Wellness Services. Within the core verticals, customers operate within numerous micro-verticals, ranging from home service professionals, such as construction contractors and home maintenance technicians, to physician practices and therapists in the Health Services industry, to personal trainers and salon owners in the Fitness & Wellness sectors. The platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that complete end-to-end offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences. See Note 3 in the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on acquired subsidiaries. The Company was incorporated in Delaware on September 29, 2016, and began operations on October 17, 2016 (Inception). The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom, Australia and New Zealand. The Company changed its name from PaySimple Holdings, Inc. to EverCommerce Inc. as of December 14, 2020.

Capitalized Software

3 Months Ended

Mar. 31, 2022

Research and Development [Abstract]

Capitalized Software

Capitalized software consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Capitalized software	$	35,453	$	31,960
Less: accumulated amortization	(9,096)		(7,960)
Capitalized software, net	$	26,357	$	24,000

Amortization expense was $1.2 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively.

Capitalized Software - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Research and Development [Abstract]
Amortization	$ 1.2	$ 0.8

Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	May 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Jul. 06, 2021	May 05, 2021	May 04, 2021
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)						140,000,000	125,000,000
Convertible preferred stock, par value (in dollars per share)						$ 0.00001
Accretion of Series B convertible preferred stock to redemption value		$ 15,105
Shares authorized (in shares)					2,050,000,000
Common stock, par value (in dollars per share)			$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, par value (in dollars per share)			$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)			2,000,000,000	2,000,000,000	2,000,000,000
Preferred stock, shares authorized (in shares)			50,000,000	50,000,000	50,000,000
Series A Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)						50,000,000
Series B Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)						75,000,000
Accretion of Series B convertible preferred stock to redemption value		$ 15,100
Series C Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)						15,000,000
Issuance of convertible preferred stock (in shares)	7,900,000
Proceeds from issuance of convertible preferred stock	$ 109,800

Equity	3 Months Ended
Equity	Mar. 31, 2022
Equity [Abstract]
Equity	Equity On May 5, 2021, the Company amended its Certificate of Incorporation (“Third Amended and Restated Certificate of Incorporation”) to increase the number of authorized shares of Preferred Stock from 125,000,000 shares to 140,000,000 shares of Preferred Stock, $0.00001 par value per share, of which 50,000,000 were designated as Series A, 75,000,000 were designated as Series B and 15,000,000 were designated as Series C as of such date. Each share of Series A, Series B and Series C could have been converted into common stock at any time, at the option of the holder, based on a prescribed formula set forth in the Company’s Third Amended and Restated Certificate of Incorporation. In the event of a liquidation, dissolution, winding up of the Company or other similar event, liquidation payments would have first been made to the holders of Series B, then to Series C, then to Series A. In May 2021, the Company issued 7.9 million shares of Series C for proceeds of $109.8 million net of issuance costs. In accordance with ASC 480, Distinguishing Liabilities from Equity, if the carrying value of redeemable preferred stock is less than its redemption value, redeemable preferred stock shall be accreted to its redemption value if it is probable it will become redeemable. Prior to March 15, 2021, the Company concluded it was probable that the Series B would become redeemable due to the passage of time. However, after that date the Company concluded that it was no longer probable that the Series B would become redeemable due to the increased likelihood of a successful IPO prior to February 23, 2026. The Company’s Series B accruing dividends comprised a component of the redemption value of such stock. The Company recorded the accretion of Series B through March 15, 2021, by increasing its carrying value and recording a corresponding reduction of Additional Paid-In Capital in the amount of $15.1 million for the three months ended March 31, 2021. Immediately prior to the closing of the IPO, the Company filed an Amended and Restated Certificate of Incorporation on July 6, 2021 with the Secretary of State of the State of Delaware to authorize the issuance up to 2,050,000,000 shares, par value $0.00001 per share, consisting of 2,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. In connection with the IPO, all of the Company’s then outstanding convertible preferred stock converted into shares of common stock on a one-for-one basis. Upon conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock and additional paid-in capital.

- Definition

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

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+ Details

Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill activity consisted of the following for the three months ended March 31, 2022 (in thousands):


Balance at December 31, 2021	$	921,416

Measurement period adjustments(1)	(73)
Effect of foreign currency exchange rate changes	272
Balance at March 31, 2022	$	921,615

(1)The $0.1 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2021.

Capitalized Software - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Research and Development [Abstract]
Capitalized software	$ 35,453	$ 31,960
Less: accumulated amortization	(9,096)	(7,960)
Capitalized software, net	$ 26,357	$ 24,000

Intangible Assets - Summary (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 753,588	$ 754,414
Accumulated Amortization	271,052	245,879
Net Book Value	482,536	508,535
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	606,975	607,625
Accumulated Amortization	207,005	187,556
Net Book Value	$ 399,970	$ 420,069
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	20 years	20 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 106,015	$ 106,162
Accumulated Amortization	46,496	42,215
Net Book Value	$ 59,519	$ 63,947
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	12 years	12 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 38,189	$ 38,218
Accumulated Amortization	15,845	14,540
Net Book Value	$ 22,344	$ 23,678
Trade name \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Trade name \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 2,409	$ 2,409
Accumulated Amortization	1,706	1,568
Net Book Value	$ 703	$ 841
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Consideration Transferred and Net Assets Acquired

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2021:


	Briostack		PulseM		MDTech		Timely		DrChrono		Total
	(in thousands)

Cash	$	34,441	$	34,430	$	15,751	$	99,820	$	181,919	$	366,361
Rollover equity	726		—		—		—		—		726

Total consideration	$	35,167	$	34,430	$	15,751	$	99,820	$	181,919	$	367,087

Net assets acquired:
Cash and cash equivalents	$	17	$	—	$	100	$	1,170	$	130	$	1,417
Accounts receivable, trade	156		—		175		290		3,344		3,965
Other receivables	222		151		48		95		149		665
Contract Assets	—		—		—		—		1,172		1,172
Prepaid expenses and other current assets	53		32		34		128		3,115		3,362
Property and equipment	22		4		16		219		226		487
Deposits and other long-term assets	144		3		—		52		23		222
Intangible—developed technology	1,360		2,380		1,640		7,014		8,480		20,874
Intangible—customer relationships	4,800		12,510		5,830		28,836		53,970		105,946
Intangible—trade name	390		260		200		1,414		3,250		5,514
Intangible—non-compete agreements	23		10		10		63		10		116
Goodwill	28,274		22,866		7,899		69,737		126,947		255,723
Deferred tax asset, net	1		—		2		3,397		—		3,400
Accounts payable	(33)		(113)		(44)		(230)		(2,749)		(3,169)
Other Current Liabilities	(28)		—		—		(670)		(2,086)		(2,784)
Accrued expenses and other	(206)		(99)		(116)		(940)		(2,948)		(4,309)
Deferred tax liability, net	—		(3,538)		—		(10,463)		(10,740)		(24,741)
Deferred revenue	(28)		(36)		(43)		(292)		(374)		(773)
Total net assets acquired	$	35,167	$	34,430	$	15,751	$	99,820	$	181,919	$	367,087

Schedule of Pro Forma Results

The following table presents unaudited pro forma consolidated results of operations for the three months ended March 31, 2022 and 2021, as if the aforementioned 2021 acquisitions had occurred as of January 1, 2021. The Company did not consummate any transactions during the three months ended March 31, 2022; accordingly, no adjustments have been made to the results reported for that period. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $3.1 million for the three months ended March 31, 2021 to account for funds borrowed earlier, issuance of our common stock at earlier dates which impacts the calculation of basic and diluted net loss per share, removal of transaction costs of $2.7 million for the three months ended March 31, 2021 and additional amortization expense of $3.6 million for the three months ended March 31, 2021 resulting from the amortization of intangible assets beginning as of January 1, 2021. We prepared the pro forma financial information for the combined entities for comparative purposes only, and the information is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, nor is the information intended to represent or be indicative of future results of operations.


	Three months ended March 31,
		2022 Pro Forma		2021 Pro Forma
		(in thousands, except per share amounts)
		(unaudited)

Total revenue		$	143,576	$	119,493
Net loss		$	(13,309)	$	(20,728)
Adjustments to net loss per share (see Note 12)		—		(15,105)
Net loss attributable to common stockholders		$	(13,309)	$	(35,833)

Basic and diluted net loss per share attributable to common stockholders		$	(0.07)	$	(0.83)

Stock-Based Compensation - RSU and Stock Option Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022 shares
Options
Beginning balance (in shares)	16,444
Granted (in shares)	1,480
Vested or exercised (in shares)	(126)
Cancelled or forfeited (in shares)	(160)
Ending balance (in shares)	17,638
RSUs
RSUs
Beginning balance (in shares)	541
Granted (in shares)	1,521
Vested or exercised (in shares)	0
Cancelled or forfeited (in shares)	(10)
Ending balance (in shares)	2,052

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

•Level 2: Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

•Level 3: Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Liabilities historically valued with Level 3 inputs on a recurring basis are contingent consideration.

The carrying value of cash and cash equivalents, accounts receivable, contract assets, contract liabilities and accounts payable approximate their fair value because of the short-term nature of these instruments.

There were no transfers between fair value measurement levels during the three months ended March 31, 2022 or 2021.

The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of:


	March 31, 2022								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
	(in thousands)

Asset:
Money market	$	46,415	$	—	$	—	$	46,415	Cash equivalents


	December 31, 2021								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
	(in thousands)

Asset:
Money market	$	14,855	$	—	$	—	$	14,855	Cash equivalents
Liability:
Contingent consideration	$	—	$	—	$	675	$	675	Other current liabilities

The following is a reconciliation of the opening and closing balance for contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022 (in thousands):


Opening balance	$	675

Fair value adjustments	(18)
Amounts settled through payment	(657)
Ending balance	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (3.75% at March 31, 2022) quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028	$	547,250	$	548,625
Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (3.71% at March 31, 2022), and outstanding balance due July 2026	—		—


Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5% with balloon payment due September 2022	2,927		2,866
Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7% with balloon payment due December 2022	2,701		2,655
Principal debt	552,878		554,146
Deferred financing costs on long-term debt	(5,597)		(5,826)
Discount on long-term debt	(2,089)		(2,193)
Total debt	545,192		546,127
Less current maturities	11,070		10,943
Long-term portion	$	534,122	$	535,184

Schedule of Maturities of Long-term Debt

Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of March 31, 2022 (in thousands):


Years ending December 31:
2022 (remaining nine months)	$	9,998
2023	5,500
2024	5,500
2025	5,500
2026	5,500
Thereafter	521,125
Total aggregate maturities of the Company’s debt	$	553,123

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivables	$ 42,318	$ 40,514
Contract assets	12,861	11,039
Deferred revenue	27,075	22,992
Customer deposits	8,805	9,828
Long-term deferred revenue	$ 2,982	$ 2,803

Long-Term Debt - Summary of Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Nov. 30, 2021
Debt Instrument [Line Items]
Principal debt	$ 552,878	$ 554,146
Deferred financing costs on long-term debt	(5,597)	(5,826)
Discount on long-term debt	(2,089)	(2,193)
Total debt	545,192	546,127
Less current maturities	11,070	10,943
Long-term portion	534,122	535,184
New Term Loan \| Term loan
Debt Instrument [Line Items]
Principal debt	$ 547,250	548,625
Effective interest rate	3.75%
Principal payment as a percentage of original principal balance	0.25%
New Term Loan \| Base Rate Or London Interbank Offered Rate (LIBOR) \| Term loan
Debt Instrument [Line Items]
Basis spread	3.25%
New Revolver \| Revolving loans
Debt Instrument [Line Items]
Principal debt	$ 0	0
Total debt			$ 35,000
Effective interest rate	3.71%
New Revolver \| Base Rate Or London Interbank Offered Rate (LIBOR) \| Revolving loans
Debt Instrument [Line Items]
Basis spread	3.25%
Subordinated unsecured promissory note \| Subordinated Unsecured Promissory Note, Service Nation, Inc
Debt Instrument [Line Items]
Principal debt	$ 2,927	2,866
Interest rate	8.50%
Subordinated unsecured promissory note \| Subordinated Unsecured Promissory Note, Technique Fitness, Inc
Debt Instrument [Line Items]
Principal debt	$ 2,701	$ 2,655
Interest rate	7.00%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax benefit	$ 5,737	$ 3,527
Effective income tax rate	30.10%	18.10%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	Jan. 01, 2022	Jul. 06, 2021	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, RSUs			$ 25.3
Unrecognized compensation expense, stock options			$ 40.5
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)		22,000,000
Percentage of stock outstanding		3.00%
Additional shares reserved for issuance (in shares)	5,900,000

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2021 Acquisitions

During 2021 and in the three months ended March 31, 2021, the Company completed five and two business acquisitions, respectively, in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. All of the acquisitions qualified as business combinations under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill.

Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant.

The Company’s condensed consolidated statements of operations and comprehensive loss include $8.4 million of acquisition related transaction costs in general and administrative for acquisitions consummated in 2021, with $2.7 million incurred in the three months ended March 31, 2021.

Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments.

The allocation of purchase consideration related to certain 2021 acquisitions is considered preliminary.

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2021:


	Briostack		PulseM		MDTech		Timely		DrChrono		Total
	(in thousands)

Cash	$	34,441	$	34,430	$	15,751	$	99,820	$	181,919	$	366,361
Rollover equity	726		—		—		—		—		726

Total consideration	$	35,167	$	34,430	$	15,751	$	99,820	$	181,919	$	367,087

Net assets acquired:
Cash and cash equivalents	$	17	$	—	$	100	$	1,170	$	130	$	1,417
Accounts receivable, trade	156		—		175		290		3,344		3,965
Other receivables	222		151		48		95		149		665
Contract Assets	—		—		—		—		1,172		1,172
Prepaid expenses and other current assets	53		32		34		128		3,115		3,362
Property and equipment	22		4		16		219		226		487
Deposits and other long-term assets	144		3		—		52		23		222
Intangible—developed technology	1,360		2,380		1,640		7,014		8,480		20,874
Intangible—customer relationships	4,800		12,510		5,830		28,836		53,970		105,946
Intangible—trade name	390		260		200		1,414		3,250		5,514
Intangible—non-compete agreements	23		10		10		63		10		116
Goodwill	28,274		22,866		7,899		69,737		126,947		255,723
Deferred tax asset, net	1		—		2		3,397		—		3,400
Accounts payable	(33)		(113)		(44)		(230)		(2,749)		(3,169)
Other Current Liabilities	(28)		—		—		(670)		(2,086)		(2,784)
Accrued expenses and other	(206)		(99)		(116)		(940)		(2,948)		(4,309)
Deferred tax liability, net	—		(3,538)		—		(10,463)		(10,740)		(24,741)
Deferred revenue	(28)		(36)		(43)		(292)		(374)		(773)
Total net assets acquired	$	35,167	$	34,430	$	15,751	$	99,820	$	181,919	$	367,087

Briostack

On January 19, 2021, the Company acquired 100% of the interest of Briostack LLC dba Briostack (“Briostack”), a provider of operational management software to pest control businesses, for $35.2 million. Under the terms of the purchase agreement, certain members of Briostack received 45,454 shares of common stock rollover equity. The Company finalized the fair value of the shares at $0.7 million in the quarter ended June 30, 2021 by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above.

PulseM

On March 17, 2021, the Company acquired 100% of the interest of Speetra, Inc. dba PulseM (“PulseM”), a provider of enterprise-level reputation management software for small businesses, for $34.4 million.

MDTech

On July 8, 2021, the Company acquired 100% of the interest of PM Ventures, LLC dba MDTech (“MDTech”), a provider of electronic charge capture solutions to physicians via its SaaS-based MD Coder application and suite of add-ons, for $15.8 million.

Timely

On July 8, 2021, the Company acquired 100% of the interest of Timely Ltd. (“Timely”), a booking and business management software company, for $99.8 million. Timely is based in New Zealand and has operations in the U.K. and Australia, as well.

DrChrono

On November 18, 2021, the Company acquired 100% of the interest of DrChrono Inc. (“DrChrono”), an electronic health record and practice management provider, for $181.9 million.

Pro Forma Results of Acquisitions (unaudited)


	Three months ended March 31,
		2022 Pro Forma		2021 Pro Forma
		(in thousands, except per share amounts)
		(unaudited)

Total revenue		$	143,576	$	119,493
Net loss		$	(13,309)	$	(20,728)
Adjustments to net loss per share (see Note 12)		—		(15,105)
Net loss attributable to common stockholders		$	(13,309)	$	(35,833)

Basic and diluted net loss per share attributable to common stockholders		$	(0.07)	$	(0.83)

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Total revenues	$ 143,576	$ 104,906
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)	50,745	35,674
Sales and marketing	30,145	19,689
Product development	17,637	10,325
General and administrative	31,226	22,094
Depreciation and amortization	27,391	23,697
Total operating expenses	157,144	111,479
Operating loss	(13,568)	(6,573)
Interest and other expense, net	(5,478)	(12,949)
Net loss before income tax benefit	(19,046)	(19,522)
Income tax benefit	5,737	3,527
Net loss	(13,309)	(15,995)
Other comprehensive income:
Foreign currency translation gains (losses), net	(664)	543
Comprehensive loss	(13,973)	(15,452)
Net loss attributable to common stockholders:
Net loss	(13,309)	(15,995)
Adjustments to net loss (see Note 12)	0	(15,105)
Net loss attributable to common stockholders, basic	(13,309)	(31,100)
Net loss attributable to common stockholders, diluted	$ (13,309)	$ (31,100)
Basic and diluted net loss per share attributable to common stockholders
Basic (in dollars per share)	$ (0.07)	$ (0.72)
Diluted (in dollars per share)	$ (0.07)	$ (0.72)
Basic and diluted weighted-average shares of common stock outstanding used in computing net loss per share
Basic (in shares)	195,432,404	43,231,295
Diluted (in shares)	195,432,404	43,231,295
Subscription and transaction fees
Revenues:
Total revenues	$ 108,001	$ 75,195
Marketing technology solutions
Revenues:
Total revenues	29,904	25,388
Other
Revenues:
Total revenues	$ 5,671	$ 4,323

Commitment and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

The Company is obligated under non-cancelable operating leases for office space expiring through 2030. Most of these leases include renewal options. Future minimum payments due under the existing lease agreements are as follows as of March 31, 2022 (in thousands):


Years ending December 31:
2022 (remaining nine months)	$	6,486
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$	39,908

Included in the condensed consolidated statements of operations and comprehensive loss is total rent expense of approximately $2.6 million and $2.1 million for the three months ended March 31, 2022 and 2021, respectively.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis

The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of:


	March 31, 2022								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
	(in thousands)

Asset:
Money market	$	46,415	$	—	$	—	$	46,415	Cash equivalents


	December 31, 2021								Balance Sheet Classification
	Level 1		Level 2		Level 3		Total
	(in thousands)

Asset:
Money market	$	14,855	$	—	$	—	$	14,855	Cash equivalents
Liability:
Contingent consideration	$	—	$	—	$	675	$	675	Other current liabilities

Schedule of Reconciliation of Opening and Closing Balances for Contingent Consideration


Opening balance	$	675

Fair value adjustments	(18)
Amounts settled through payment	(657)
Ending balance	$	—

Acquisitions - Narrative (Details) $ in Thousands					3 Months Ended		12 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	Nov. 18, 2021 USD ($)	Jul. 08, 2021 USD ($)	Mar. 17, 2021 USD ($)	Jan. 19, 2021 USD ($) shares	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) business	Dec. 31, 2021 USD ($) business
Business Acquisition [Line Items]
Number of businesses acquired \| business						2	5
Acquisition related costs						$ 2,700	$ 8,400
Interest expense						3,100
Transaction costs removed						2,700
Additional amortization expense						$ 3,600
Briostack
Business Acquisition [Line Items]
Percentage of interest acquired				100.00%
Purchase price				$ 35,200			35,167
Shares issued (in shares) \| shares				45,454
Rollover equity					$ 700		726
PulseM
Business Acquisition [Line Items]
Percentage of interest acquired			100.00%
Purchase price			$ 34,400				34,430
Rollover equity							0
MDTech
Business Acquisition [Line Items]
Percentage of interest acquired		100.00%
Purchase price		$ 15,800					15,751
Rollover equity							0
Timely
Business Acquisition [Line Items]
Percentage of interest acquired		100.00%
Purchase price		$ 99,800					99,820
Rollover equity							0
DrChrono
Business Acquisition [Line Items]
Percentage of interest acquired	100.00%
Purchase price	$ 181,900						181,919
Rollover equity							$ 0

Revenue - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue recognized	$ 14.5
Cost to obtain contracts amortization period	5 years
Short-term assets	$ 5.2		$ 4.8
Long-term assets	12.5		$ 11.9
Amortization expense	$ 1.3	$ 0.8

Long-Term Debt - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Nov. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 06, 2021
Debt Instrument [Line Items]
Amount outstanding		$ 545,192,000		$ 546,127,000
Debt repaid		1,375,000	$ 2,015,000
Paid-in-kind interest on long-term debt		107,000	$ 99,000
Expected paid-in-kind interest		200,000
New Term Loan \| Term loan
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 350,000,000
Increase in borrowing capacity	$ 200,000,000
New Revolver \| Revolving loans
Debt Instrument [Line Items]
Maximum borrowing capacity					190,000,000
Amount outstanding	35,000,000
Debt repaid	$ 190,000,000
New Revolver \| Letter of credit
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 20,000,000
Level 2 \| Fair Value
Debt Instrument [Line Items]
Fair value		$ 545,900,000		$ 552,800,000

Geographic Areas (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
United States
Finite-Lived Intangible Assets [Line Items]
Long-lived assets	$ 37,105	$ 34,906
International
Finite-Lived Intangible Assets [Line Items]
Long-lived assets	$ 2,619	$ 2,603

Acquisitions - Consideration Transferred and Net Assets Acquired (Details) - USD ($) $ in Thousands					3 Months Ended	12 Months Ended
	Nov. 18, 2021	Jul. 08, 2021	Mar. 17, 2021	Jan. 19, 2021	Jun. 30, 2021	Dec. 31, 2021	Mar. 31, 2022
Net assets acquired:
Goodwill						$ 921,416	$ 921,615
Accrued expenses and other						(4,309)
Total net assets acquired						367,087
Developed technology
Net assets acquired:
Intangible						20,874
2021 Acquisitions
Business Acquisition [Line Items]
Cash						366,361
Rollover equity						726
Total consideration						367,087
Net assets acquired:
Cash and cash equivalents						1,417
Accounts receivable, trade						3,965
Other receivables						665
Contract Assets						1,172
Prepaid expenses and other current assets						3,362
Property and equipment						487
Deposits and other long-term assets						222
Goodwill						255,723
Deferred tax asset, net						3,400
Accounts payable						(3,169)
Other Current Liabilities						(2,784)
Deferred tax liability, net						(24,741)
Deferred revenue						(773)
2021 Acquisitions \| Customer relationships
Net assets acquired:
Intangible						105,946
2021 Acquisitions \| Trade name
Net assets acquired:
Intangible						5,514
2021 Acquisitions \| Non-compete agreements
Net assets acquired:
Intangible						116
Briostack
Business Acquisition [Line Items]
Cash						34,441
Rollover equity					$ 700	726
Total consideration				$ 35,200		35,167
Net assets acquired:
Cash and cash equivalents						17
Accounts receivable, trade						156
Other receivables						222
Contract Assets						0
Prepaid expenses and other current assets						53
Property and equipment						22
Deposits and other long-term assets						144
Goodwill						28,274
Deferred tax asset, net						1
Accounts payable						(33)
Other Current Liabilities						(28)
Accrued expenses and other						(206)
Deferred tax liability, net						0
Deferred revenue						(28)
Total net assets acquired						35,167
Briostack \| Developed technology
Net assets acquired:
Intangible						1,360
Briostack \| Customer relationships
Net assets acquired:
Intangible						4,800
Briostack \| Trade name
Net assets acquired:
Intangible						390
Briostack \| Non-compete agreements
Net assets acquired:
Intangible						23
PulseM
Business Acquisition [Line Items]
Cash						34,430
Rollover equity						0
Total consideration			$ 34,400			34,430
Net assets acquired:
Cash and cash equivalents						0
Accounts receivable, trade						0
Other receivables						151
Contract Assets						0
Prepaid expenses and other current assets						32
Property and equipment						4
Deposits and other long-term assets						3
Goodwill						22,866
Deferred tax asset, net						0
Accounts payable						(113)
Other Current Liabilities						0
Accrued expenses and other						(99)
Deferred tax liability, net						(3,538)
Deferred revenue						(36)
Total net assets acquired						34,430
PulseM \| Developed technology
Net assets acquired:
Intangible						2,380
PulseM \| Customer relationships
Net assets acquired:
Intangible						12,510
PulseM \| Trade name
Net assets acquired:
Intangible						260
PulseM \| Non-compete agreements
Net assets acquired:
Intangible						10
MDTech
Business Acquisition [Line Items]
Cash						15,751
Rollover equity						0
Total consideration		$ 15,800				15,751
Net assets acquired:
Cash and cash equivalents						100
Accounts receivable, trade						175
Other receivables						48
Contract Assets						0
Prepaid expenses and other current assets						34
Property and equipment						16
Deposits and other long-term assets						0
Goodwill						7,899
Deferred tax asset, net						2
Accounts payable						(44)
Other Current Liabilities						0
Accrued expenses and other						(116)
Deferred tax liability, net						0
Deferred revenue						(43)
Total net assets acquired						15,751
MDTech \| Developed technology
Net assets acquired:
Intangible						1,640
MDTech \| Customer relationships
Net assets acquired:
Intangible						5,830
MDTech \| Trade name
Net assets acquired:
Intangible						200
MDTech \| Non-compete agreements
Net assets acquired:
Intangible						10
Timely
Business Acquisition [Line Items]
Cash						99,820
Rollover equity						0
Total consideration		$ 99,800				99,820
Net assets acquired:
Cash and cash equivalents						1,170
Accounts receivable, trade						290
Other receivables						95
Contract Assets						0
Prepaid expenses and other current assets						128
Property and equipment						219
Deposits and other long-term assets						52
Goodwill						69,737
Deferred tax asset, net						3,397
Accounts payable						(230)
Other Current Liabilities						(670)
Accrued expenses and other						(940)
Deferred tax liability, net						(10,463)
Deferred revenue						(292)
Total net assets acquired						99,820
Timely \| Developed technology
Net assets acquired:
Intangible						7,014
Timely \| Customer relationships
Net assets acquired:
Intangible						28,836
Timely \| Trade name
Net assets acquired:
Intangible						1,414
Timely \| Non-compete agreements
Net assets acquired:
Intangible						63
DrChrono
Business Acquisition [Line Items]
Cash						181,919
Rollover equity						0
Total consideration	$ 181,900					181,919
Net assets acquired:
Cash and cash equivalents						130
Accounts receivable, trade						3,344
Other receivables						149
Contract Assets						1,172
Prepaid expenses and other current assets						3,115
Property and equipment						226
Deposits and other long-term assets						23
Goodwill						126,947
Deferred tax asset, net						0
Accounts payable						(2,749)
Other Current Liabilities						(2,086)
Accrued expenses and other						(2,948)
Deferred tax liability, net						(10,740)
Deferred revenue						(374)
Total net assets acquired						181,919
DrChrono \| Developed technology
Net assets acquired:
Intangible						8,480
DrChrono \| Customer relationships
Net assets acquired:
Intangible						53,970
DrChrono \| Trade name
Net assets acquired:
Intangible						3,250
DrChrono \| Non-compete agreements
Net assets acquired:
Intangible						$ 10

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes (“Annual Report on Form 10-K”). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2021 and the related notes. The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until the earlier of the date that it is (i) no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates are discussed below to reflect this election within the “Recently Issued Accounting Pronouncements” section. Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. The ASU affects all companies that lease assets such as real estate and equipment for a period for more than 12 months, and will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The updated standard will be effective for annual reporting periods beginning after December 15, 2021 and interim periods the following year. The Company will adopt this standard in the fourth quarter of 2022. Based on management’s current assessment, the impact of adoption will result in an additional right-of-use asset and corresponding lease liability presented on the consolidated balance sheet, largely comprised of its future real estate lease obligations in Note 15 in the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q along with any embedded leases in service contracts. Based on our assessment through March 31, 2022, we expect no material impact to the consolidated statements of operations and comprehensive loss; however, management’s analysis of the impact of adoption is not complete. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, which includes the Company’s accounts receivable and contract assets. This updated standard will be effective for annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the guidance in ASC 805 to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. FASB’s objective in issuing the ASU is to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity and inconsistency related to both the recognition of an acquired contract liability and payment terms’ effects on subsequent revenue recognized by the acquirer. This updated standard will be effective for annual reporting periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating whether it will early adopt this standard. The impact of adoption is unknown as it will be based on any potential acquisitions consummated in the year of adoption.

Net Loss Per Share Attributable to Common Stockholders - Antidilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive outstanding potential common stock	19,690,100	132,256,969
Outstanding options to purchase common stock and unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive outstanding potential common stock	19,690,100	15,073,429
Outstanding convertible preferred stock (Series A and B)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive outstanding potential common stock	0	117,183,540

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Series B Convertible Preferred Stock	Series A Convertible Preferred Stock
Beginning balance (in shares) at Dec. 31, 2020							72,226,000	44,958,000
Beginning balance at Dec. 31, 2020	$ 908,310						$ 745,046	$ 163,264
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	15,105						$ 15,105
Ending balance (in shares) at Mar. 31, 2021							72,226,000	44,958,000
Ending balance at Mar. 31, 2021	923,415						$ 760,151	$ 163,264
Beginning balance (in shares) at Dec. 31, 2020			43,074,000
Beginning balance at Dec. 31, 2020	(389,154)		$ 0	$ 40,564	$ (431,264)	$ 1,546
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Rollover equity in consideration of net assets acquired (in shares)			45,000
Rollover equity in consideration of net assets acquired	416			416
Stock-based compensation	903			903
Stock option exercises (in shares)			223,000
Stock option exercises	735			735
Foreign currency translation gains (losses), net	543					543
Accretion of Series B convertible preferred stock to redemption value	(15,105)			(15,105)			$ (15,100)
Net loss	(15,995)				(15,995)
Ending balance (in shares) at Mar. 31, 2021			43,342,000
Ending balance at Mar. 31, 2021	(417,657)		$ 0	27,513	(447,259)	2,089
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	0
Beginning balance (in shares) at Dec. 31, 2021		0	195,384,000
Beginning balance at Dec. 31, 2021	985,648	$ 0	$ 2	1,500,643	(513,230)	(1,767)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Rollover equity in consideration of net assets acquired	0
Stock-based compensation	$ 6,135			6,135
Stock option exercises (in shares)	126,000		126,000
Stock option exercises	$ 723			723
Foreign currency translation gains (losses), net	(664)					(664)
Net loss	(13,309)				(13,309)
Ending balance (in shares) at Mar. 31, 2022		0	195,510,000
Ending balance at Mar. 31, 2022	$ 978,533	$ 0	$ 2	$ 1,507,501	$ (526,539)	$ (2,431)

Nature of the Business (Details) customer in Thousands	Mar. 31, 2022 customer core_vertical
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of customers (over) \| customer	600
Number of core verticals \| core_vertical	3

Fair Value of Financial Instruments - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value (Details) - Level 3 - Fair Value, Recurring $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Opening balance	$ 675
Fair value adjustments	(18)
Amounts settled through payment	(657)
Ending balance	$ 0

Capitalized Software (Tables)

3 Months Ended

Mar. 31, 2022

Research and Development [Abstract]

Schedule of Capitalized Software

Capitalized software consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Capitalized software	$	35,453	$	31,960
Less: accumulated amortization	(9,096)		(7,960)
Capitalized software, net	$	26,357	$	24,000

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following as of:


	March 31,		December 31,
	2022		2021
	(in thousands)

Computer equipment and software	$	9,059	$	8,191
Furniture and fixtures	3,676		3,667
Leasehold improvements	12,030		12,032
Total property and equipment	24,765		23,890
Less accumulated depreciation	(11,398)		(10,381)
Property and equipment, net	$	13,367	$	13,509