0001853145-23-000011 | 10-K | XBRL Viewer

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40575
Entity Registrant Name	EverCommerce Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4063248
Entity Address, Address Line One	3601 Walnut Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80205
City Area Code	720
Local Phone Number	647-4948
Title of 12(b) Security	Common stock, $0.00001 par value
Trading Symbol	EVCM
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 267.7
Entity Common Stock, Shares Outstanding		189,493,393
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III.
Entity Central Index Key	0001853145
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young
Auditor Location	Denver, Colorado

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 92,625	$ 93,993
Restricted cash	3,199	3,566
Accounts receivable, net of allowance for doubtful accounts of $4.7 million and $1.9 million at December 31, 2022 and 2021, respectively	48,032	40,514
Contract assets	12,971	11,039
Prepaid expenses and other current assets	23,760	22,505
Total current assets	180,587	171,617
Property and equipment, net	11,930	13,509
Capitalized software, net	32,554	24,000
Other non-current assets	46,855	24,296
Intangible assets, net	405,720	508,535
Goodwill	914,082	921,416
Total assets	1,591,728	1,663,373
Current liabilities:
Accounts payable	8,373	10,325
Accrued expenses and other	56,963	49,340
Deferred revenue	22,885	22,992
Customer deposits	11,360	9,828
Current maturities of long-term debt	5,500	10,943
Total current liabilities	105,081	103,428
Long-term debt, net of current maturities and deferred financing costs	530,946	535,184
Other non-current liabilities	49,008	39,113
Total liabilities	685,035	677,725
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of December 31, 2022 and 2021	0	0
Common stock, $0.00001 par value, 2,000,000,000 shares authorized and 191,447,237 and 195,384,291 shares issued and outstanding at December 31, 2022 and 2021, respectively	2	2
Accumulated other comprehensive loss	(10,198)	(1,767)
Additional paid-in capital	1,489,935	1,500,643
Accumulated deficit	(573,046)	(513,230)
Total stockholders’ equity	906,693	985,648
Total liabilities and stockholders’ equity	$ 1,591,728	$ 1,663,373

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4.7	$ 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)	191,447,237	195,384,291
Common stock, shares outstanding (in shares)	191,447,237	195,384,291

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 620,746	$ 490,139	$ 337,525
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)	217,375	162,230	115,020
Sales and marketing	119,059	93,789	50,246
Product development	71,622	49,506	30,386
General and administrative	132,483	110,369	87,068
Depreciation and amortization	110,801	101,437	76,844
Total operating expenses	651,340	517,331	359,564
Operating loss	(30,594)	(27,192)	(22,039)
Interest and other expense, net	(33,902)	(36,111)	(41,545)
Loss on debt extinguishment	0	(28,714)	0
Net loss before income tax benefit	(64,496)	(92,017)	(63,584)
Income tax benefit	4,680	10,051	3,630
Net loss	(59,816)	(81,966)	(59,954)
Other comprehensive loss:
Foreign currency translation gains (losses), net	(8,431)	(3,313)	1,204
Comprehensive loss	(68,247)	(85,279)	(58,750)
Net loss attributable to common stockholders:
Net loss	(59,816)	(81,966)	(59,954)
Adjustments to net loss (see Note 13)	0	(15,105)	(67,811)
Net loss attributable to common stockholders, basic	(59,816)	(97,071)	(127,765)
Net loss attributable to common stockholders, diluted	$ (59,816)	$ (97,071)	$ (127,765)
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.31)	$ (0.82)	$ (3.06)
Diluted net loss per share attributable to common stockholders (in dollars per share)	$ (0.31)	$ (0.82)	$ (3.06)
Basic weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	194,624,968	117,795,280	41,696,800
Diluted weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	194,624,968	117,795,280	41,696,800
Subscription and transaction fees
Revenues:
Total revenues	$ 465,345	$ 351,831	$ 232,931
Marketing technology solutions
Revenues:
Total revenues	134,596	118,275	86,331
Other
Revenues:
Total revenues	$ 20,805	$ 20,033	$ 18,263

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total Convertible Preferred Stock	Series B Convertible Preferred Stock	Series C Convertible Preferred Stock	Series A Convertible Preferred Stock
Beginning balance (in shares) at Dec. 31, 2019								55,759,000	0	44,958,000
Beginning balance at Dec. 31, 2019							$ 690,329	$ 527,065	$ 0	$ 163,264
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	$ 67,811						67,811	$ 67,811
Issuance of convertible preferred stock (in shares)								16,467,000
Issuance of convertible preferred stock, net							150,250	$ 150,250
Equity issuance costs							(80)	$ (80)
Ending balance (in shares) at Dec. 31, 2020								72,226,000	0	44,958,000
Ending balance at Dec. 31, 2020							908,310	$ 745,046	$ 0	$ 163,264
Beginning balance (in shares) at Dec. 31, 2019		0	40,731,000
Beginning balance at Dec. 31, 2019	(274,839)	$ 0	$ 0	$ 96,129	$ (371,310)	$ 342
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	(67,811)			(67,811)				(67,800)
Rollover equity in consideration of net assets acquired (in shares)			222,000
Rollover equity in consideration of net assets acquired	1,319			1,319
Stock-based compensation (in shares)			2,037,000
Stock-based compensation	10,721			10,721
Stock option exercises (in shares)			84,000
Stock option exercises	206			206
Foreign currency translation gains (losses), net	1,204					1,204
Net loss	(59,954)				(59,954)
Ending balance (in shares) at Dec. 31, 2020		0	43,074,000
Ending balance at Dec. 31, 2020	(389,154)	$ 0	$ 0	40,564	(431,264)	1,546
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	15,105						15,105	$ 15,105
Issuance of convertible preferred stock (in shares)									7,857,000
Issuance of convertible preferred stock, net							109,782		$ 109,782
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares)								(72,226,000)	(7,857,000)	(44,958,000)
Conversion of convertible preferred stock to common stock upon closing of initial public offering							(1,033,197)	$ (760,151)	$ (109,782)	$ (163,264)
Ending balance (in shares) at Dec. 31, 2021								0	0	0
Ending balance at Dec. 31, 2021							0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	(15,105)			(15,105)				$ (15,100)
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares)			125,041,000
Conversion of convertible preferred stock to common stock upon closing of initial public offering	1,033,197		$ 2	1,033,195
Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriters fees of $31,278 thousand (in shares)			21,882,000
Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriters fees of $31,278 thousand	340,708			340,708
Issuance of common stock in a private placement (in shares)			4,412,000
Issuance of common stock in a private placement	75,000			75,000
Rollover equity in consideration of net assets acquired (in shares)			45,000
Rollover equity in consideration of net assets acquired	726			726
Stock-based compensation (in shares)			571,000
Stock-based compensation	22,095			22,095
Stock option exercises (in shares)			359,000
Stock option exercises	1,319			1,319
Release of valuation allowance related to prior equity transactions	2,141			2,141
Foreign currency translation gains (losses), net	(3,313)					(3,313)
Net loss	(81,966)				(81,966)
Ending balance (in shares) at Dec. 31, 2021		0	195,384,000
Ending balance at Dec. 31, 2021	985,648	$ 0	$ 2	1,500,643	(513,230)	(1,767)
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of Series B convertible preferred stock to redemption value	0
Ending balance (in shares) at Dec. 31, 2022								0	0	0
Ending balance at Dec. 31, 2022							$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Rollover equity in consideration of net assets acquired	0
Issuance of common stock for Employee Stock Purchase Plan (in shares)			502,000
Issuance of common stock for Employee Stock Purchase Plan	$ 3,366			3,366
Common stock issued upon vesting of restricted stock units (in shares)	162,000		162,000
Stock-based compensation	$ 26,818			26,818
Stock option exercises (in shares)	351,000		351,000
Stock option exercises	$ 1,819			1,819
Repurchase and retirement of common stock (in shares)	(4,951,966)		(4,952,000)
Repurchase and retirement of common stock	$ (42,994)			(42,994)
Release of valuation allowance related to prior equity transactions	283			283
Foreign currency translation gains (losses), net	(8,431)					(8,431)
Net loss	(59,816)				(59,816)
Ending balance (in shares) at Dec. 31, 2022		0	191,447,000
Ending balance at Dec. 31, 2022	$ 906,693	$ 0	$ 2	$ 1,489,935	$ (573,046)	$ (10,198)

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Equity issuance costs	$ 31,278

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows provided by operating activities:
Net loss	$ (59,816)	$ (81,966)	$ (59,954)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	110,801	101,437	76,844
Stock-based compensation	26,818	22,095	10,721
Deferred taxes	(7,477)	(12,026)	(4,314)
Amortization of deferred financing costs and non-cash interest	2,093	4,843	6,393
Bad debt expense	5,578	2,044	1,715
Loss on debt extinguishment	0	28,714	0
Other non-cash items	4,747	700	0
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(13,206)	(13,342)	(516)
Prepaid expenses and other current assets	(3,823)	(8,009)	4,952
Other non-current assets	4,937	(10,514)	(4,168)
Accounts payable	(1,868)	(3,961)	2,886
Accrued expenses and other	3,076	(3,267)	16,744
Deferred revenue	160	8,646	1,957
Other non-current liabilities	(7,218)	2,088	4,279
Net cash provided by operating activities	64,802	37,482	57,539
Cash flows used in investing activities:
Purchases of property and equipment	(2,566)	(3,103)	(4,525)
Capitalization of software costs	(15,514)	(11,692)	(8,552)
Payment of contingent consideration	0	0	(2,000)
Acquisition of companies, net of cash acquired	0	(364,873)	(403,231)
Net cash used in investing activities	(18,080)	(379,668)	(418,308)
Cash flows provided by (used in) financing activities:
Payments on debt	(9,500)	(1,028,457)	(55,891)
Proceeds from long-term debt	0	850,966	314,668
Deferred financing costs	0	(8,135)	(7,303)
Exercise of stock options	1,819	1,319	206
Proceeds from preferred stock issuance, net	0	109,782	150,170
Proceeds from common stock issuance, net	0	415,708	0
Proceeds from common stock issuance for Employee Stock Purchase Plan	3,366	0	0
Repurchase and retirement of common stock	(42,994)	0	0
Net cash provided by (used in) financing activities	(47,309)	341,183	401,850
Effect of foreign currency exchange rate changes on cash	(1,148)	224	(87)
Net increase (decrease) in cash and cash equivalents and restricted cash	(1,735)	(779)	40,994
Cash and cash equivalents and restricted cash:
Beginning of year	97,559	98,338	57,344
End of year	95,824	97,559	98,338
Supplemental disclosures of cash flow information:
Cash paid for interest	30,077	30,847	35,219
Cash paid for income taxes	2,511	1,495	736
Supplemental disclosures of noncash investing and financing activities:
Rollover equity in consideration of net assets acquired	0	726	1,319
Fair value of earnout in consideration of net assets acquired	0	0	3,471
Accretion of Series B preferred stock to redemption value	$ 0	$ 15,105	$ 67,811

Nature of the Business	12 Months Ended
Nature of the Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	Nature of the Business EverCommerce 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 (“service SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, the Company serves more than 685,000 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. The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom, Australia and New Zealand. Initial Public Offering On July 6, 2021, the Company completed its Initial Public Offering (“IPO”), in which the Company issued and sold 19.1 million shares of its common stock at a public offering price of $17.00 per share. After underwriter discounts and commissions, net proceeds from the IPO were $303.9 million. Additionally, the Company incurred other IPO related fees of $6.9 million. On July 29, 2021, the IPO underwriters fully exercised their over-allotment option, resulting in the sale of an additional 2.8 million shares at the IPO price of $17.00 per share and after underwriter discounts, net proceeds were $43.9 million. In connection with the IPO, the Company’s outstanding convertible preferred stock converted into shares of common stock on a one-for-one basis (see Note 11). 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. 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 of 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements (collectively, the “financial statements”) include the operations of EverCommerce and all wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). All material intercompany transactions have been eliminated upon consolidation.

Concentrations of Risk

The Company maintains cash accounts at domestic and foreign financial institutions. At times and for cash maintained at domestic institutions, certain account balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

Segment Information

The Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial

performance. Accordingly, the Company has determined that it operates in a single reportable segment. Since the Company operates in one segment, all required financial segment information can be found in the financial statements. See Notes 4 and 18 for disaggregated information regarding the Company's revenues and long-lived assets by geography, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are subject to uncertainties due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and affect items such as valuing identified intangible assets and acquired goodwill and establishing estimated useful lives for intangible assets in connection with business combinations, performing impairment assessments of intangible assets and goodwill, determining the appropriate valuation allowance for deferred tax assets and value of any uncertain tax positions, recognizing stock-based compensation expense and estimating consideration subject to constraint on revenue recognition.

On an ongoing basis, management evaluates these estimates, judgments and assumptions. Estimates are based on historical and anticipated results and trends, and on various other assumptions the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements.

Business Combinations

The results of a business acquired in a business combination are included in the Company’s financial statements from the date of acquisition. The Company allocates purchase price to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Based on the nature of the businesses that the Company acquires, goodwill arising from acquisitions typically consists of synergies with previously acquired businesses and economies of scale resulting from centralizing shared service functions.

Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies.

Acquisition-related transaction costs are expensed in the period in which the costs are incurred.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. Restricted cash relates to cash collected from our customers’ clients that will be remitted to our customers subsequent to period-end, generally within a time period no longer than one month.

Accounts Receivable, net

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute and customer paying patterns. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Property and Equipment, net

Property and equipment are recorded at cost, net of accumulated depreciation. Property and equipment acquired in purchase accounting are recorded at fair value at the date of acquisition. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives.


Property and Equipment						Estimated Useful Life

Computer equipment and software						3 years
Furniture and fixtures						5 years
Leasehold improvements						Lesser of estimated useful life or remaining lease term

Upon disposition, the cost of disposed assets and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to earnings/loss.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, such as amortizing intangible assets, internally developed software and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its estimated fair value. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized is permanent and may not be restored. The Company did not identify any indicators of impairment for the years ended December 31, 2022, 2021 and 2020, other than the abandonment of certain features of its capitalized software as more fully described in Note 8.

Capitalized Software, net

In accordance with ASC Subtopic 350-40, Internal Use Software, the Company capitalizes certain costs related to software developed for internal use for which it has no plans to market externally. Internal use software includes the software used for the Company’s SaaS offerings. The Company expenses the costs of developing computer software until the software has reached the application development stage and capitalizes all costs incurred from that time until the software has been placed in service, at which time amortization of the capitalized costs begins. Determination of when the software has reached the application development stage is based upon completion of conceptual designs, evaluation of alternative designs and performance requirements. Costs of major enhancements to internal use software are capitalized while routine maintenance of existing software is charged to product development expense as incurred.

In accordance with ASC Topic 985, Software, the Company also capitalizes certain costs related to software developed for external use for which it plans to sell to customers, i.e. on-premise software to be installed on customer computers at the customer site. Costs incurred prior to reaching technological feasibility are charged to product development expense as incurred. Once technological feasibility is reached, additional development costs

incurred are capitalized. Technological feasibility is demonstrated by the completion of the product design and when all high-risk development issues have been resolved. Capitalization ceases when the product is available for general release to the customers.

The Company amortizes both internal use and external software costs, using the straight-line method, over its estimated useful life of five years.

Intangible Assets, net

Intangible assets primarily consist of customer relationships which include government contracts, developed technology, trademarks and trade names and non-compete agreements, which are recorded at acquisition date fair value, less accumulated amortization. The Company determines the appropriate useful life of intangible assets by performing an analysis of expected cash flows of the acquired assets. Developed technology, trademarks and trade names and non-compete agreements acquired through acquisitions are amortized over their estimated useful lives using the straight-line method and customer relationship intangibles are amortized over their estimated useful lives using present value of future cash flows, which approximates the pattern in which the economic benefits are expected to be consumed.

Goodwill

Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a business combination. The Company accounts for its goodwill under ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying value might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management.

For the annual goodwill impairment assessment, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value, or performing a quantitative test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs and other factors specific to a reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its related carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. If the Company’s qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform a quantitative test, which compares the estimated fair value of the reporting unit to its carrying amount. If the estimated fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. However, if the estimated fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the estimated fair value. Besides goodwill, the Company has no other intangible assets with indefinite lives.

The Company performed annual qualitative goodwill impairment assessments in 2022, 2021 and 2020 and concluded that it was more likely than not that the fair value of the reporting units were more than their related carrying amounts and as such did not identify any goodwill impairment during the years ended December 31, 2022, 2021 and 2020.

Leases

The Company adopted ASU 2016-02, Leases (Topic 842) as of January 1, 2022 and recognized right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet representing the rights and obligations created by those leases and disclosed key information about leasing arrangements. Lease expense is recognized on a straight-line basis and recorded to general and administrative in the statement of operations and comprehensive loss.

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company used its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount in a similar economic environment. Judgement is applied in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease.

The Company does not recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives.

The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election to not separate non-lease components from lease components for its real estate leases; rather the Company will account for each lease component and the non-lease components associated with that lease component as a single lease component. However, the non-lease components are usually variable in nature and recorded in variable lease expense in the period incurred.

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index) measured using the index or applicable rate at lease commencement. Subsequent changes in index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants or residual value guarantees.

The Company does not have any leases classified as finance leases.

Deferred Financing and Credit Facility Costs

Deferred financing costs and discounts on long-term debt are capitalized and netted with long-term debt and amortized over the term of the related debt, using the effective interest method. Costs incurred in connection with the establishment of revolving credit facilities are capitalized and amortized over the term of the related facility period, using the straight-line method. Amortization of debt issuance costs, noncash discounts and other credit facility costs are included in interest expense on the consolidated statements of operations and comprehensive loss.

Series A, B and C Convertible Preferred Stock

The Company accounted for its Series A Convertible Preferred Stock (“Series A”), Series B Convertible Preferred Stock (“Series B”) and Series C Convertible Preferred Stock (“Series C”) shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Series A shares, Series B shares and Series C shares were conditionally redeemable preferred stock shares (with redemption rights that were either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) that were classified as Convertible Preferred Stock separate from the stockholders’

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.

Revenue Recognition

The Company recognizes revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company performs the following steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts with customers: (i) identification of the contract with a customer; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as each performance obligation is satisfied. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract to determine if they are distinct and represent a performance obligation. The Company then allocates the transaction price to the respective performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

Revenue is generated from the following sources:

Subscription and Transaction Fees:

Subscription revenue primarily consists of the sale of SaaS offerings or the sale of software licenses. Through the SaaS offerings and related support services, customers are granted access to a hosted software application over the contract period without a contractual right to possession of the software. Alternatively, through the sale of software licenses the customer is provided with a right to use software that provides functionality to the customer on a stand-alone basis, and related support services, which include telephone/technical support, when-and-if available software updates and, in certain instances, hosting services. The software licenses are both perpetual and term. Under term license arrangements, the customer is provided the right to use the software for a defined period ranging from one month to five years. Under perpetual license arrangements, the customer is provided the right to use the software for an indefinite period. Subscription revenue related contracts can be both short and long-term, with stated contract terms that range from one month to five years. Contracts may contain termination for convenience provisions that allow the Company, customer or both parties the ability to terminate for convenience, either at any time or upon providing a specified notice period, without a penalty. The contract term for accounting purposes is determined to be the period in which parties to the contract have present enforceable rights and obligations, therefore the contract term under ASC 606 may be shorter than the stated term.

•SaaS and related support services: Hosted software applications are primarily comprised of marketing, business management and customer retention solutions for which the Company develops functionality, provides when-and-if available updates and enhancements, hosts, manages and provides telephone and technical support by entering into subscription agreements with customers for a stated period of access. Revenues from the sale of hosted software applications and related support services are generally recognized ratably over the contractual period that the services are delivered, beginning on the date the service is made available to customers. Revenue is recognized ratably because the customer simultaneously receives and consumes the benefits of the services throughout the contract period. Contracts are generally

fixed price and may be invoiced on a monthly, quarterly or annual basis, with standard payment terms ranging from 30 to 60 days. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue on the consolidated balance sheets when revenues are recognized subsequent to cash collection from the customer.

•License and related support services: License revenue is generated from the sale of on-premise perpetual or term licenses, which are primarily business management related software applications. The majority of the Company’s license arrangements include license support contracts. Revenues from the sale of distinct on-premise licenses are generally recognized at the point in time when the software is made available to the customer to download or use. Revenues from the sale of license related support services, which primarily relate to providing telephone and technical support, unspecified software product upgrades and maintenance releases and patches during the term of the support period, are generally recognized ratably over the contractual period that the services are delivered. Within these arrangements, the Company is obligated to make the support services available continuously throughout the contract and the customer simultaneously receives and consumes the benefit of making these services available throughout the contract period. Contracts are generally fixed price and may be invoiced on a monthly, quarterly or annual basis, with standard payment terms ranging from 30 to 60 days. The timing of revenue recognition may differ from the timing of invoicing customers due to the existence of these invoicing practices as well as the requirement to recognize revenue on a relative stand-alone selling price basis. The Company records a contract asset on the consolidated balance sheets when revenue is recognized prior to invoicing and the right to payment is not solely subject to the passage of time. The Company records an unbilled receivable on the consolidated balance sheets when revenue is recognized prior to invoicing and the right to payment is solely subject to the passage of time. The Company recognizes deferred revenue on the consolidated balance sheets when revenues are recognized subsequent to cash collection from the customer.

Transaction fees relate to payment processing and group purchasing program administration services. Payment processing services enable customers to accept payments via credit card, electronic check and other similar methods through facilitation of payment information within the cloud-based applications. Group purchasing program administration services relate to facilitation of group purchasing programs for members through which the Company aggregates member purchasing power to negotiate pricing discounts with suppliers. The Company has determined that the nature of the payment processing and administration services is a stand-ready obligation whereby the Company stands ready to either arrange for the processing of transactions or stands ready to provide members with access to the group purchasing program on a continuous basis throughout the contract term.

•Payment processing services: In fulfillment of payment processing services, the Company partners with third-party merchants and processors who assist in the fulfillment of the Company’s obligations to customers. The Company has concluded that it does not possess the ability to control the underlying services provided by third parties in the fulfillment of its obligations to customers and therefore recognizes revenue net of interchange fees retained by the card issuing financial institutions and fees charged by payment networks. Payment processing revenue is recurring and volume based, resulting in the total consideration within these arrangements being variable. The Company applies the variable consideration allocation exception and therefore is not required to estimate variable consideration or a related constraint, as it ascribes the transaction consideration earned to the distinct increment of time for which the service was provided. As a result, the Company measures revenue from transaction services on a daily basis based on an accumulation of the services that have been provided during each respective day. Payment for transaction services is received in arrears, typically within one month of when the services have been provided. Transaction services contracts with customers are generally for a term of one month and renew automatically each month.

•Purchasing program administration services: The Company receives rebates from contracted suppliers in exchange for program administration services. Rebates earned are based on a defined percentage of the purchase price of goods and services sold to members under the contract the Company has negotiated with its suppliers. The amount of revenue recognized from these administration services is greater than the consideration received from customers given payment for these services are received in arrears, typically

within a quarter from when the underlying services were provided. The Company recognizes a contract asset on the consolidated balance sheets until payment has been received. Administration services contracts with customers are generally for an annual or monthly term and renew automatically upon lapse of the current term.

Marketing Technology Solutions:

Marketing technology solutions consist of digital advertising management and consumer connection services. These advertising management services include content creation, search engine optimization and paid media management services. The nature of the performance obligation within advertising management contracts is to stand-ready and provide management services on a continuous basis over the contract term. As a result, revenue associated with advertising management services is recognized on a ratable basis over the service period as the customer simultaneously receives and consumes the benefits of the management services evenly throughout the contract period. The Company typically earns a fixed recurring fee in exchange for advertising management services; however, in certain instances, the transaction consideration to which the Company is entitled may be variable. The Company applies the variable consideration allocation exception to these arrangements. Advertising management services are typically invoiced on a monthly basis either in arrears or in advance. Certain arrangements may be invoiced on a quarterly or annual basis. Within such arrangements, the Company either recognizes deferred revenue or a customer deposit on the consolidated balance sheets depending on whether the amounts invoiced in advance of revenue being recognized are classified as non-refundable or refundable.

Consumer connection services relate to the sourcing and delivery of service requests from consumers to home service providers. Revenue for consumer connection services may be recognized at either a point-in-time or on an over-time basis as each connection is delivered. Revenue is derived from fees paid by service professionals for consumer matches. Fees associated with each consumer match generated may be either fixed price or variable. The variable consideration is allocated to the connection from which it was derived; however, given the inherent variable nature of this consideration, revenue is constrained to the Company’s estimation of transaction consideration. Payment for consumer connection services is received in arrears, typically within one month of when the services have been provided. The Company records a contract asset or unbilled receivable for this difference on the consolidated balance sheets. Marketing technology solutions service related contracts are typically short-term with stated contract terms that are less than one year.

Other:

Other revenues generally consist of fees associated with the sale of distinct professional services and hardware. Professional service offerings are typically sold as part of an arrangement for products or services included within subscription or marketing revenue. Professional services associated with subscription revenue generally relate to standard implementation, configuration, installation or training services applied to both SaaS and on-premise deployment models. Marketing revenue related professional service fees are derived from website design, creation or enhancement services. Professional service revenue is recognized over time as the services are performed, as the customer simultaneously receives and consumes the benefit of these services. Professional service contracts are offered at either a fixed or a variable price and may be invoiced in advance or arrears of the services being provided. Hardware revenue consists of equipment that supports or enables the Company’s products or services within subscription and transaction fees offerings. Revenue associated with performance obligations for hardware is recognized at a point-in-time, as dictated by the point at which the customer has the ability to direct the use of and obtain substantially all the benefit from the asset.

The Company records a contract asset on the consolidated balance sheets when services have been provided and the right to payment is not solely subject to the passage of time, and an unbilled receivable when services have been provided and the right to payment is solely subject to the passage of time. These arrangements may also result in deferred revenue on the consolidated balance sheets when revenues are recognized subsequent to cash collection. Standard payment terms for these arrangements range from 30 to 60 days. Contract terms for other revenue arrangements are generally short-term, with stated contract terms that are less than one year.

Performance Obligations and Standalone Selling Price:

The Company’s contracts at times include the sale of multiple promised goods or services that have been determined to be distinct. The transaction price for contracts with multiple performance obligations is allocated based on the relative stand-alone selling price of each performance obligation within the contract.

Judgment can be involved when determining the stand-alone selling price of products and services. For the majority of the Company’s SaaS, on-premise license and professional services, the Company establishes stand-alone selling price based on observable selling prices to similar classes of customers. If the stand-alone selling price is not observable through past transactions, the Company estimates the stand-alone selling price taking into consideration available information such as market conditions and internally approved pricing guidelines related to the performance obligation. As permitted under ASC 606, at times the Company has established the stand-alone selling price of performance obligations as a range and uses this range to determine whether there is a discount that needs to be allocated based on the relative stand-alone selling price of the various performance obligations.

At contract inception, the Company performs a review of each performance obligation’s selling price against the established stand-alone selling price range. If any performance obligations are priced outside of the established stand-alone selling price range, the Company reallocates the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance obligation. The established range is reassessed on a periodic basis when facts and circumstances surrounding these established ranges change.

The Company’s contracts may include standard warranty or service level provisions that state promised goods and services will perform and operate in all material respects as defined in the respective agreements. The Company has determined that these represent assurance-type warranties and, therefore, are outside the scope of ASC 606. These warranties will continue to be accounted for under the provisions of ASC Topic 460-10, Guarantees. To date, the Company has not incurred any material costs as a result of such commitments.

Variable Consideration:

Revenue is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty is resolved.

The transaction consideration within the Company’s contracts may be entirely variable or contain a variable component. When permitted, the Company applies the variable consideration allocation exception. This exception is generally met for transaction fees, marketing technology solutions and professional services charged on a time-and-materials basis. When the variable consideration allocation exception is not permitted, the Company continues to assess the underlying judgments and estimates used to determine the variable consideration as uncertainties are resolved or new information arises. Reassessment of variable consideration occurs until the underlying uncertainty is resolved.

Material Rights:

The Company’s contracts with customers may include renewal or other options at stated prices. Determining whether these options provide the customer with a material right and therefore need to be accounted for as separate performance obligations requires judgment. The price of each option must be assessed to determine whether it is reflective of the stand-alone selling price or is reflective of a discount that the customer only received as a result of its prior purchase (a material right). Certain term license and marketing service arrangements contain a material right related to the customer’s ability to renew at an incremental discount. Transaction consideration allocated to the material right is recognized over the expected renewal period, which begins at the end of the initial contractual term and is generally five years.

Significant financing component:

The amount of consideration is not adjusted for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less under the practical expedient in ASC 606-10-32-18. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of transfer of the performance obligations.

Other considerations:

The Company has elected a policy to exclude from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax.

Cost of Revenues

Cost of revenues consists of expenses related to delivering our services and products and providing support to our customers and includes employee costs and related overhead, customer credit card processing fees, targeted mail costs, third party fulfillment costs and software hosting expenses.

Advertising

The Company expenses the costs of advertising as incurred. Advertising costs are incurred primarily for internet-based advertising. Included in sales and marketing expenses on the consolidated statements of operations and comprehensive loss are charges for advertising of $21.4 million, $19.3 million and $8.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Stock-based Compensation

The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), with respect to stock-based compensation. Stock-based compensation, including grants of stock options and restricted stock units, are valued at fair value on the date of grant and are generally expensed on a straight-line basis over the applicable service period.

The Company uses the Black-Scholes option-pricing model and a binomial lattice model to estimate the fair value of options granted with time-based vesting and market-based vesting terms, respectively. The following inputs to the Black-Scholes option-pricing model are considered in estimating the fair value: the fair value of the common stock, expected volatility, expected term, risk-free interest rate and expected dividends. The Company does not have a sufficient third-party history of market prices of its common stock, and as such volatility is estimated, using historical volatilities of comparable public entities for the valuation of its stock options. At the point when the Company has sufficient and meaningful trading history of its stock, as is the case for the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) (refer to Note 12), it will calculate volatility based on its own trading history. The expected term represents the estimated average period of time that the option will remain outstanding. Since the Company does not have sufficient historical data for the exercise of stock options, the expected term is based on the “simplified” method that measures the expected term as the average of the vesting period and the contractual term. Once the Company has sufficient historical data for the exercise of its options it will use Company-specific data. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on history and the expectation of paying no dividends.

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense, when recognized in the financial statements, is based on awards that are ultimately expected to vest.

Income Taxes

The Company is a C corporation for federal income tax purposes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company's total provision for taxes includes income taxes on the Company's corporate subsidiaries.

The Company records uncertain tax positions in accordance with ASC Topic 740, Income Taxes (“ASC 740”), on the basis of a two-step process in which (i) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. When applicable, interest and penalties relating to any such uncertain tax positions are recorded as part of income tax expense.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company includes cumulative foreign currency translation adjustments in comprehensive loss as described below.

Net Loss per Share Attributable to Common Stockholders

The Company computes net loss per share attributable to its common stockholders using the two-class method required for participating securities, which determines net loss per common share and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. 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. Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Foreign Currency Translation

The financial results of certain of the Company’s foreign subsidiaries are translated into U.S. dollars upon consolidation. Assets and liabilities of foreign subsidiaries that operate primarily in a functional currency other than the U.S. dollar are translated using the current exchange rate in effect at the consolidated balance sheet date (the Spot Rate). Revenues and expenses are translated using the average exchange rate in effect during the period in which they are recognized. The gains and losses from foreign currency translation of these subsidiaries’ financial statements are recorded directly as a separate component of stockholders’ deficit and represent the majority of the balance within accumulated other comprehensive income on the consolidated balance sheets. The functional currencies of the Company’s significant foreign operations include the Canadian dollar, Great British Pound, Australian dollar and New Zealand dollar.

For the Company’s foreign subsidiaries that operate primarily in the U.S. dollar, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at the Spot Rate in effect at the consolidated balance sheet date. Non-monetary assets and liabilities are remeasured using historical exchange rates. Income and expense

elements are remeasured using average exchange rates in effect during the period in which the elements are recognized within the consolidated statements of operations and comprehensive loss.

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

Accounting pronouncements issued and adopted

In February 2016, the FASB issued ASU 2016-02, Leases (“ Topic 842”) to improve financial reporting about leasing transactions. This ASU amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet representing the rights and obligations created by those leases, and requiring disclosure of key information about leasing arrangements.

The Company adopted the new lease standard as of January 1, 2022 using the optional transition method to the modified retrospective approach which eliminates the requirement to restate the prior period financial statements. Under this transition provision, results for annual reporting periods beginning on January 1, 2022 are presented under Topic 842, while prior period amounts continue to be reported and disclosed in accordance with the Company’s legacy guidance under ASC Topic 840, Leases.

A number of practical expedients and policy elections are available under the new guidance. The Company elected the "package of practical expedients" permitted under the transition guidance, which among other things, did not require reassessment of whether contracts entered into prior to January 1, 2022 are or contain leases, and has carried forward its initial determination of the historical lease classification for existing leases. The Company has not elected to adopt the “hindsight” practical expedient, and therefore will measure the ROU asset and lease liability using the remaining portion of the lease term at adoption on January 1, 2022.

Adoption of Topic 842 resulted in the recording of ROU assets and lease liabilities related to the Company’s operating leases of approximately $28.3 million and $34.8 million, respectively, on January 1, 2022. In addition, upon transition, we eliminated deferred rent liabilities of $7.5 million, prepaid rent of $0.4 million and other non-current assets of $0.6 million. The adoption of the new lease standard did not materially impact our consolidated statement of operations and comprehensive loss or consolidated statement of cash flows and did not result in a cumulative-effect adjustment to the opening balance of retained earnings.

Accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), 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 has completed evaluating the impact the adoption of this standard will have on its financial statements and has concluded the impact will not be material to the consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 606) (“ASU 2021-08”), 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. The 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 payments terms’ effects on subsequent revenue recognized by the acquirer. This updated standard is effective for annual reporting periods beginning after December 15, 2022. The impact of adoption is unknown as it will be based on any potential acquisitions consummated in the year of adoption.

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2021 Acquisitions

During 2021, the Company completed five business acquisitions 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 Topic 805, Business Combinations (“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 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. For the year ended December 31, 2021 the Company recognized revenue of $21.6 million related to acquisitions consummated in 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 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
Other non-current 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	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	—		(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 assessed the fair value of the shares at $0.7 million 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 United Kingdom 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.

With respect to total goodwill recognized for the business acquisitions consummated during the year ended December 31, 2021, the Company expects that $36.1 million of goodwill will be deductible for income tax purposes.

2020 Acquisitions

During 2020, the Company completed nine business acquisitions 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 including government contracts and the comparative business valuation method for non-compete agreements. A Monte Carlo simulation was used as the valuation method to determine the fair value of earnout liabilities. 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 consolidated statements of operations and comprehensive loss include $15.5 million of acquisition related transaction costs within general and administrative for acquisitions consummated in 2020. For the year ended December 31, 2020 the Company recognized revenue of $62.3 million related to acquisitions consummated in 2020.

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2020:


	Remodeling		Qiigo		AlertMD		Invoice Simple
	(in thousands)

Cash	$	25,909	$	21,564	$	21,853	$	32,507
Rollover equity	—		619		—		—
Fair value of earnout	2,455		—		—		—
Total consideration	$	28,364	$	22,183	$	21,853	$	32,507

Net assets acquired:
Cash and cash equivalents	$	520	$	3	$	—	$	598
Accounts receivable, trade	3,401		321		510		688
Other receivables	6		—		—		271
Contract assets	85		249		—		—
Prepaid expenses and other current assets	95		74		11		57
Property and equipment	65		114		58		184
Other non-current assets	—		757		—		—
Intangible—developed technology	1,480		2,120		2,030		1,530
Intangible—customer relationships	11,380		11,110		13,490		17,970
Intangible—trade name	570		710		260		190
Intangible—non-compete agreements	110		40		40		60
Goodwill	12,843		7,405		5,531		18,474
Deferred tax asset, net	—		177		—		—
Accounts payable	(1,564)		(148)		—		(498)
Accrued expenses and other	(291)		(565)		(24)		(412)
Customer deposits	(85)		—		—		(1,229)
Deferred tax liability, net	(251)		—		—		(5,360)
Deferred revenue	—		(184)		(53)		(16)
Total net assets acquired	$	28,364	$	22,183	$	21,853	$	32,507


	Brighter Vision		Socius		Service Fusion		My PT Hub
	(in thousands)

Cash	$	17,350	$	15,670	$	122,333	$	10,681
Rollover equity	127		—		—		—
Fair value of earnout	—		—		—		1,016
Total consideration	$	17,477	$	15,670	$	122,333	$	11,697

Net assets acquired:
Cash and cash equivalents	$	112	$	46	$	660	$	315
Accounts receivable, trade	2		908		38		7
Other receivables	35		79		686		73
Prepaid expenses and other current assets	48		23		192		45
Property and equipment	26		36		139		209
Other non-current assets	9		—		180		19
Intangible—developed technology	760		1,350		2,820		586
Intangible—customer relationships	6,150		9,900		25,680		1,918
Intangible—trade name	330		520		1,330		140
Intangible—non-compete agreements	20		40		70		13
Goodwill	12,090		3,326		93,717		9,110
Accounts payable	(61)		(79)		(215)		(209)
Other current liabilities	—		—		(57)		—
Accrued expenses and other	(210)		(450)		(872)		(162)
Deferred tax liability, net	(1,734)		—		(1,713)		(286)
Deferred revenue	(100)		(29)		(322)		(81)
Total net assets acquired	$	17,477	$	15,670	$	122,333	$	11,697


	Updox		Other		Total
	(in thousands)

Cash	$	142,527	$	85	$	410,479
Rollover equity	573		—		1,319
Fair value of earnout	—		—		3,471
Total consideration	$	143,100	$	85	$	415,269

Net assets acquired:
Cash and cash equivalents	$	4,994	$	—	$	7,248
Accounts receivable, trade	981		—		6,856
Other receivables	628		—		1,778
Contract assets	—		—		334
Prepaid expenses and other current assets	640		—		1,185
Property and equipment	1,610		—		2,441
Other non-current assets	377		—		1,342
Intangible—developed technology	7,870		11		20,557
Intangible—customer relationships	48,150		72		145,820
Intangible—trade name	2,620		2		6,672
Intangible—non-compete agreements	110		—		503
Goodwill	78,259		—		240,755
Deferred tax asset, net	58		—		235
Accounts payable	(1,152)		—		(3,926)
Other current liabilities	(41)		—		(98)
Accrued expenses and other	(1,482)		—		(4,468)
Customer deposits	—		—		(1,314)
Deferred tax liability, net	—		—		(9,344)
Deferred revenue	(522)		—		(1,307)
Total net assets acquired	$	143,100	$	85	$	415,269

Remodeling

On January 6, 2020, the Company acquired 100% of the interest of Azar, LLC and Alnashmi for Digital Marketing, LLC (“Remodeling”), an online platform that connects homeowners with home improvement companies, for $28.4 million.

Under the terms of the purchase agreement, the Company was required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2021 and 2020, respectively. The earnout amount would have been $2.0 million per year, if the target was met; no consideration would have been paid if the target was not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and included the amount in the total consideration above. The 2020 earnout target was met and the earnout of $2.0 million was paid in 2021. At December 31, 2021, the Company concluded that the 2021 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative on the consolidated statements of operations and comprehensive loss.

Qiigo

On January 16, 2020, the Company acquired 100% of the interest of Qiigo, LLC (“Qiigo”), a local marketing agent that builds brand unity and helps national brands and their franchises boost their qualified leads, for $22.2 million.

Under the terms of the purchase agreement, certain members of Qiigo received 127,249 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.6 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above.

AlertMD

On January 24, 2020, the Company acquired certain assets and liabilities of Rulester, LLC dba AlertMD, LLC and ChargeMD, LLC (“AlertMD”), a provider of SaaS-based back-office, patient care coordination and front-office solutions, for $21.9 million.

Invoice Simple

On April 17, 2020, the Company acquired 100% of the interest of Zenvoice Inc. dba Invoice Simple (“Invoice Simple”), a provider of invoicing and estimation software platform for independent contracts, freelancers and business owners, for $32.5 million.

Brighter Vision

On August 21, 2020, the Company acquired 100% of the interest of Brighter Vision Web Solutions, Inc. (“Brighter Vision”), a provider of offerings of custom-built websites and marketing solutions to therapists in the behavioral health sector, for $17.5 million. Under the terms of the purchase agreement, certain members of Brighter Vision received 21,892 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.1 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above.

Socius

On October 16, 2020, the Company acquired 100% of the interest of Socius Marketing, Inc. (“Socius”), a provider of full service internet marketing that specializes in content design, website development and search engine optimization, for $15.7 million.

Service Fusion

On October 17, 2020, the Company acquired 100% of the interest of FSM Technologies, LLC (“Service Fusion”), a provider of an end-to-end field service management SaaS platform, for $122.3 million.

My PT Hub

On November 18, 2020, the Company acquired 100% of the interest of Fitii, Limited and Fitii LLC (collectively “My PT Hub”), a provider of software that enables gym and health club customers to improve monthly collections, generate new business, enhance member engagement, increase retention and automate business processes, for $11.7 million.

Under the terms of the purchase agreement, the Company was required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount would have been $1.0 million, if the target was met; no consideration would have been paid if the target was not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and included the amount in the total consideration above. At December 31, 2021, the Company concluded that the earnout target was not met and released the remaining liability with a corresponding gain of $1.0 million recorded in general and administrative on the consolidated statements of operations and comprehensive loss.

Updox

On December 16, 2020, the Company acquired 100% of the interest of Updox, LLC (“Updox”), a provider of a healthcare customer relationship management solution, for $143.1 million. Under the terms of the purchase

agreement, certain members of Updox received 72,896 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.6 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above.

With respect to total goodwill recognized for the business acquisitions consummated during the year ended December 31, 2020, the Company expects that $167.1 million of goodwill with be deductible for income tax purposes.

Pro Forma Results of Acquisitions (unaudited)

The following table presents unaudited pro forma consolidated results of operations for the years ended December 31, 2021 and 2020 as if the aforementioned 2021 and 2020 acquisitions had occurred as of January 1, 2020. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $17.1 million and $48.3 million for the years ended December 31, 2021 and 2020, respectively, to account for funds borrowed earlier, issuance of our common shares at earlier dates which impacts the calculation of basic and diluted net loss per share, removal of transaction costs of $8.4 million and $15.6 million for the years ended December 31, 2021 and 2020, respectively, and additional amortization of $9.6 million and $24.1 million for the years ended December 31, 2021 and 2020, respectively, resulting from the amortization of intangible assets beginning as of January 1, 2020. 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.


	Year ended December 31,
	2021 Pro Forma		2020 Pro Forma
	(unaudited)
	(in thousands, except per share amounts)

Total revenue	$	536,936	$	442,095
Net loss	$	(104,218)	$	(138,275)
Adjustments to net loss (see Note 13)	(15,105)		(67,811)
Net loss attributable to common stockholders	$	(119,323)	$	(206,086)

Basic and diluted net loss per share attributable to common stockholders	$	(1.01)	$	(4.94)

Revenue

12 Months Ended

Dec. 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:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

By pattern of recognition (timing of transfer of services):
Point in time	$	56,056	$	49,338	$	45,589
Over time	564,690		440,801		291,936
Total	$	620,746	$	490,139	$	337,525
By Geographical Market:
United States	$	567,041	$	447,232	$	310,472
International	53,705		42,907		27,053
Total	$	620,746	$	490,139	$	337,525

Contract Balances

Supplemental balance sheet information related to contracts from customers is as follows:


	December 31,
	2022		2021
	(in thousands)

Accounts receivables	$	48,032	$	40,514
Contract assets	$	12,971	$	11,039
Deferred revenue	$	22,885	$	22,992
Customer deposits	$	11,360	$	9,828
Long-term deferred revenue	$	2,496	$	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 other non-current liabilities on the consolidated balance sheets. Revenue recognized from the

contract liability balance at December 31, 2021 was $23.0 million for the year ended December 31, 2022. Revenue recognized from the contract liability balance at December 31, 2020 was $13.6 million for the year ended December 31, 2021.

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 December 31, 2022 was $22.8 million. The Company expects to recognize approximately 59% of its remaining performance obligations as revenue within the next year, 28% of its remaining performance obligations as revenue the subsequent year, 9% 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, third-party commissions and third-party fulfillment fees, 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 five years, which corresponds with the useful life of the related capitalized software. Short-term assets were $6.6 million and $4.8 million at December 31, 2022 and 2021, respectively, and long-term assets were $15.1 million and $11.9 million at December 31, 2022 and 2021, respectively. The Company recorded $4.3 million, $2.9 million and $2.0 million of amortization expense related to assets for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in sales and marketing expense on the consolidated statements of operations and comprehensive loss, as well as $1.7 million, $1.0 million and $0.3 million, respectively, which is included in cost of revenues expense on the 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 ASC Topic 340-40, Accounting for Other Assets and Deferred Costs (“ASC 350-40”).

- 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 https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill consisted of the following as of December 31, 2022 and 2021 (in thousands):


Balance, January 1, 2021	$	668,151
Additions	255,723
Measurement period adjustments (1)	293
Effect of foreign currency exchange rate changes	(2,751)
Balance, December 31, 2021	921,416

Measurement period adjustments (1)	(573)
Effect of foreign currency exchange rate changes	(6,761)
Balance, December 31, 2022	$	914,082

(1)The $0.6 million and $0.3 million of measurement period adjustments relate to acquisitions consummated during the years ended December 31, 2021 and 2020, respectively.

Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following:


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

Customer relationships	3-20 years	$	605,753	$	265,342	$	340,411
Developed content and technology	2-12 years	105,766		59,208		46,558
Trademarks and trade names	3-10 years	38,131		19,725		18,406
Non-compete agreements	2-5 years	2,402		2,057		345
Total		$	752,052	$	346,332	$	405,720


	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 content and technology	2-12 years	106,162		42,215		63,947
Trademarks and trade names	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 $101.0 million, $93.4 million and $70.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The weighted average remaining useful life of intangible assets acquired is 9.6 years, 10.5 years and 11.4 years for the years ended December 31, 2022, 2021 and 2020, respectively.

In determining the useful life for each category of intangible asset, the Company considered the following: the expected use of the intangible, the longevity of the brand and considerations for obsolescence, demand, competition and other economic factors.

Amortization expense for the Company’s intangible assets are as follows (in thousands):


Year ended December 31,
2023	$	90,440
2024	74,298
2025	62,370
2026	48,652
2027	37,480
Thereafter	92,480
Total amortization expense for the Company’s intangible assets	$	405,720

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following:


	December 31,
	2022		2021
	(in thousands)

Computer equipment and software	$	9,327	$	8,191
Furniture and fixtures	3,570		3,667
Leasehold improvements	11,941		12,032
Total property and equipment	24,838		23,890
Less accumulated depreciation	(12,908)		(10,381)
Property and equipment, net	$	11,930	$	13,509

Depreciation expense was $4.1 million for each of the years ended December 31, 2022 and 2021 and $4.0 million for the year ended December 31, 2020

Capitalized Software

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Capitalized Software

Capitalized software consisted of the following:


	December 31,
	2022		2021
	(in thousands)

Capitalized software	$	45,872	$	31,960
Less accumulated amortization	(13,318)		(7,960)
Capitalized software, net	$	32,554	$	24,000

Amortization expense was $5.7 million, $3.7 million and $2.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the ordinary course of business, the Company may determine that certain capitalized features of its software will no longer be used either internally or to deliver value to its customers. During the years ended December 31, 2022, 2021 and 2020 the Company recorded a charge to general and administrative expense on

the accompanying consolidated statements of operations and comprehensive loss for $1.2 million, $0.7 million and nil, respectively, related to capitalized features no longer expected to be used.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases real estate from unrelated parties under operating lease agreements that have initial terms ranging from one to 11 years. Some leases include one or more options to renew, generally at our sole discretion, of five additional years each.

The components of lease expense are as follows:



	Year ended December 31, 2022
	(in thousands)

Operating lease cost	$	7,859
Variable lease cost	1,495
Short-term lease cost	340
Total lease cost	$	9,694

Included in the consolidated statements of operations and comprehensive loss is total rent expense of $9.7 million and $8.9 million for the years ended December 31, 2021 and 2020, respectively.

Supplemental cash flow information related to leases is as follows:



	Year ended December 31, 2022
	(in thousands)

Cash paid for amounts included in measurement of lease liabilities:
Operating cash outflows - payments on operating leases	$	8,010

Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	772

Supplemental balance sheet information, included in other non-current assets, accrued expenses and other and other non-current liabilities on the consolidated balance sheet, related to leases is as follows:



	Year ended December 31, 2022
	(in thousands)

Operating lease right-of-use assets	$	21,756

Current operating lease liabilities	5,239
Long-term operating lease liabilities	22,500
Total operating lease liabilities	$	27,739

At December 31, 2022, the weighted average remaining lease term for operating leases was 6.34 years and the weighted average discount rate was 4.8%.

Future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2022 is as follows (in thousands):


Year ended December 31,
2023	$	6,778
2024	4,879
2025	4,438
2026	4,286
2027	3,953
Thereafter	8,555
Total lease payments	32,889
Less: imputed interest	5,150
Total present value of lease liabilities	$	27,739

A summary of the future minimum lease commitments for all non-cancelable operating lease agreements were as follows as of December 31, 2021 (in thousands):


Year ended December 31,
2022	$	8,054
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$	41,476

Long-term debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-term debt

Long-term debt consisted of the following:


	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% (7.32% at December 31, 2022) plus quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028	$	543,125	$	548,625
Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (7.63% at December 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	—		2,866
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	—		2,655
Principal debt	543,125		554,146

Deferred financing costs on long-term debt	(4,900)		(5,826)
Discount on long-term debt	(1,779)		(2,193)
Total debt	536,446		546,127

Less current maturities	5,500		10,943
Long-term portion	$	530,946	$	535,184

In connection with the IPO 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 IPO. A loss on debt extinguishment related to the refinancing of the Company’s debt arrangements was recorded during the year ended December 31, 2021 totaling $28.7 million.

As of December 31, 2021, the Company also had outstanding subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind interest. The remaining Legacy Subordinated Notes outstanding principal and paid-in-kind interest were fully repaid during the year ended December 31, 2022.

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 (“Additional Term Loans” and 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 Term Loans have a term of seven years, and quarterly payments of principal of $1.4 million and interest in arrears. The Revolver has a term of five years. Borrowings under the Credit Facilities will be available as alternate base rate (“ABR”) or Eurocurrency borrowings. ABR borrowings under the Credit Facilities accrue interest at an alternate base rate plus an applicable rate, and Eurocurrency borrowings accrue interest at an adjusted LIBOR rate plus an applicable rate. The ABR rate represents the greater of the prime rate, Federal Reserve Bank of New York rate plus one half of 1%, and an adjusted LIBOR rate for a one month interest period plus 1%. At the time of

origination, the applicable rate for the Term Loans and the Revolver was 3% for Eurocurrency borrowings and 2% for ABR borrowings, in each case subject to change based on the Company’s first lien net leverage ratio, as defined in the Credit Facilities.

The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of December 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 $531.6 million and $552.8 million as of December 31, 2022 and December 31, 2021, respectively.

Effective October 31, 2022, the Company entered into an interest rate swap agreement in connection with the Company’s Credit Facilities for a notional amount of $200.0 million to convert a portion of the Term Loans from a floating rate to a fixed rate (the “Swap Agreement”). The Swap Agreement has a term of 5 years with a fixed rate in the agreement of 4.2295%. As of December 31, 2022 the floating rate of the Term Loans was 4.07% and the effective interest rate was 7.32% including an applicable fixed margin of 3.25%.

The Swap Agreement is accounted for as a derivative whereby the fair value of the contract is reported in other non-current assets or other non-current liabilities on the consolidated balance sheet, and gains and losses resulting from changes in the fair value are reported in interest and other expense, net, in the statement of operations and comprehensive loss. As of December 31, 2022 the fair value of the Swap Agreement was a liability of $2.9 million and reported in other non-current liabilities on the consolidated balance sheet.

The Company’s Credit Facilities are subject to certain financial and nonfinancial covenants and are secured by substantially all assets of the Company. As of December 31, 2022, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt are as follows (in thousands):


Year ended December 31,
2023	$	5,500
2024	5,500
2025	5,500
2026	5,500
2027	5,500
Thereafter	515,625
Total aggregate maturities of the Company’s debt	$	543,125

Equity	12 Months Ended
Equity	Dec. 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, 2025. 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 and $67.8 million for the years ended December 31, 2021 and 2020, respectively. Immediately prior to the closing of the IPO on July 6, 2021, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize the issuance of 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. On June 14, 2022, our Board of Directors approved a stock repurchase program (the “Repurchase Program”) with authorization to purchase up to $50.0 million in shares of the Company’s common stock through the expiration of the program on December 21, 2022. On November 7, 2022, our Board of Directors approved an expansion of the Repurchase Program with authorization to purchase up to an additional $50.0 million in shares of the Company’s common stock ($100.0 million total) and an extension to the expiration of the Repurchase Program through December 31, 2023. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. This program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the discretion of the Board of Directors. The Company expects to fund repurchases with existing cash on hand. The Company repurchased and retired 4,951,966 shares of common stock for $43.0 million, including transaction fees, during the year ended December 31, 2022.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Paragraph 13
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 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. The 2016 Plan allowed for the granting of stock-based awards through January 17, 2027.

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, following the effectiveness 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, on January 1, 2022 the number of shares reserved for issuance under the 2021 Plan increased by 5.9 million.

Stock options

During the years ended December 31, 2022, 2021 and 2020, the Company granted time-based and performance-based stock options to employees and directors. Time-based options granted under the 2016 Plan vest 25% after one year, and then monthly over the next three years whereas time-based options granted under the 2021 Plan vest 25% after one year and then quarterly over the next three years. Time-based options granted under both the 2016 Plan and the 2021 Plan expire 10 years from date of grant and carry an exercise price equal to the fair market value at the date

of grant as determined by the Company’s board of directors for options granted under the 2016 Plan and an exercise price equal to the closing price of the Company’s stock at the date of grant for options granted under the 2021 Plan.

The overwhelming majority of performance-based options were granted prior to the IPO and had vesting conditions as follows: 50% of a holder’s award would have vested upon a change in control or an initial public offering if the per share cash price received in connection with such change in control or the per share offering price in such initial public offering was at least $27.41, and the other 50% of the holder’s award would have vested upon a change in control or an initial public offering if the per share cash price received in connection with such change in control or the per share offering price in such initial public offering was at least $36.54. The performance-based options generally carried an exercise price equal to the fair market value at the date of grant as determined by the board of directors and expired 10 years from date of grant. In connection with the IPO, the Company modified the performance-based stock options to be market condition-based options such that 50% of a holder’s award will vest if the market price for the Company’s stock reaches and maintains a volume weighted average stock price of $27.41, and the other 50% of the holder’s award will vest if the market price for the Company’s stock reaches and maintains a volume weighted average stock price of $36.54. Each tranche of options is eligible to vest if the applicable volume weighted average stock price goal is achieved during the first measurement period of January through March of 2023, and if such goal(s) are not achieved during such period, then the tranche(s) of options are again eligible to vest during a second measurement period of April through June 2023. To date, $14.9 million of stock-based compensation expense has been recognized related to the market condition-based options.

The relevant data used to determine the value of the stock options is as follows:


	December 31,
	2022	2021	2020

Weighted-average risk-free interest rate	1.82%	0.97%	1.65%
Expected term in years	6.1	6.1	6.1
Weighted-average expected volatility	50%	48%	43%
Expected dividends	0%	0%	0%

A summary of stock option activity for the year ended December 31, 2022 is as follows:


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
	(in thousands except for exercise price and term in years)





Outstanding balance at January 1, 2022	16,444	$	9.77	8.00	$	101,003
Granted	1,713	11.67
Exercised	(351)	5.19
Forfeited	(869)	13.80
Outstanding balance at December 31, 2022	16,937	$	9.86	7.25	$	3,870

Exercisable at December 31, 2022	8,802	$	9.03	6.83	$	3,839

The weighted-average grant date fair value of time-based stock options granted was $5.76, $8.30 and $1.27 for the years ended December 31, 2022, 2021 and 2020, respectively. The weighted-average modification date fair value of the market condition-based options modified in 2021 was $6.85. The weighted-average grant date fair value of the performance-based options granted in 2020 was $1.29. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $2.3 million, $2.1 million and $0.1 million, respectively. Compensation expense of $19.3 million, $11.1 million and $3.1 million was recognized in stock-based

compensation for the years ended December 31, 2022, 2021 and 2020, respectively. The unrecognized compensation expense associated with outstanding time-based stock options at December 31, 2022 was $20.8 million, which is expected to be recognized over a weighted average period of 3.6 years. The unrecognized compensation expense associated with outstanding market condition-based stock options at December 31, 2022 was $2.5 million, which is expected to be recognized on a straight-line basis over the next 3 months.

Restricted Stock Awards

During 2017, the Company granted 3.9 million time vesting restricted stock awards (“RSAs”). The awards vested over a four-year period starting on October 17, 2016. On the grant date, the awards were valued at $0.75 per award, totaling $2.9 million. The Company recorded compensation expense for these awards on a straight-line basis over the vesting period, which approximated the service period.

The Company also granted 1.6 million shares of funding RSAs during the year ended December 31, 2018. The funding awards only vested in the instances in which the majority owners or the Company purchased preferred stock. The shares vested in an amount equal to a percentage of the number of preferred shares purchased by majority owners of the Company.

On August 23, 2019 and September 4, 2020, all unvested funding RSAs were modified such that the awards vested upon an investment by either of the equity sponsors and the percentage of awards that vested upon such investment was also modified. These modifications did not result in additional compensation expense at the date of each modification; however, future compensation expense for these awards was recognized based on the fair value of the award at the modification date. The compensation expense associated with the unvested funding awards was recorded on the vesting date. Unvested funding RSAs terminated upon the earlier of an IPO or a sale of the Company, as defined in the respective recipients’ Amended and Restated Restricted Stock Award Agreements dated May 7, 2021. On May 7, 2021 and May 20, 2021, the Company issued 7.6 million shares of Series C for $105.8 million and 0.3 million shares of Series C for $4.2 million, respectively, to fund an acquisition. In connection with these contributions, the funding RSAs were modified, and 0.6 million and 18 thousand, respectively, of funding RSAs vested at $17.00 per share.

Compensation expense of nil, $9.7 million and $7.0 million related to funding RSAs was recognized in general and administrative in the statement of operations and comprehensive loss for the years ended December 31, 2022, 2021 and 2020, respectively. In connection with the IPO, all remaining unvested funding awards were cancelled.

Restricted Stock Units

During the year ended December 31, 2022 and 2021, the Company issued time vesting restricted stock units (“RSUs”). The awards vest over a four-year period starting on the date of grant, with 25% of the awards vesting on the one-year anniversary, and then in equal quarterly installments for the subsequent three years. The Company records compensation expense for these awards on a straight-line basis, which approximates the service period. Compensation expense of $6.0 million and $1.2 million related to these awards was recognized in the statement of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively. The unrecognized compensation expense associated with the RSUs at December 31, 2022 was $20.2 million, which is expected to be recognized over a weighted average period of 3.01 years.

The summary of time vesting restricted stock units activity for the year ended December 31, 2022 is as follows:


	Units	Weighted-Average Grant Date Fair Value
	(in thousands except for fair value)

Unvested, restricted stock units at January 1, 2022	541	$	17.00
Granted	1,931	11.44
Vested	(162)	17.00
Forfeited	(288)	12.89
Unvested, restricted stock units at December 31, 2022	2,022	$	12.27

2021 Employee Stock Purchase Plan

In connection with the IPO, the Company’s board of directors adopted the 2021 Employee Stock Purchase Plan. The ESPP is designed to allow eligible employees to purchase shares of our common stock, at periodic intervals, with their accumulated payroll deductions. The ESPP consists of two components: a Section 423 component, which is intended to qualify under Section 423 of the Internal Revenue Code (the “Code”) and a non-Section 423 component, which need not qualify under Section 423 of the Code. The aggregate number of shares of common stock that were initially reserved for issuance under the ESPP is equal to the sum of (i) 4,500,000 shares and (ii) an annual increase on the first day of each calendar year beginning in 2022 and ending in and including 2031 equal to the lesser of (A) one percent (1%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by our board of directors; provided that in no event will more than 60,000,000 shares of our common stock be available for issuance under the Section 423 component of the ESPP. Compensation expense of $1.5 million and $0.1 million related to the ESPP was recognized in the statement of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively.

Stock-based Compensation Expense

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


	Year ended December 31,
	2022		2021		2020
	(in thousands)

Cost of revenues	$	373	$	39	$	—
Sales and marketing	1,503		506		—
Product development	1,854		551		—
General and administrative	23,088		20,999		10,721
Total stock-based compensation expense	$	26,818	$	22,095	$	10,721

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 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:


	Year ended December 31,
	2022		2021		2020
	(in thousands except share and per share amounts)

Numerator:
Net loss	$	(59,816)	$	(81,966)	$	(59,954)
Accretion of Series B to redemption value	—		(15,105)		(67,811)
Numerator for basic and diluted EPS – net loss attributable to common stockholders	$	(59,816)	$	(97,071)	$	(127,765)

Denominator:
Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share	194,624,968		117,795,280		41,696,800

Basic and diluted net loss per share attributable to common stockholders	$	(0.31)	$	(0.82)	$	(3.06)

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:


	December 31,
	2022	2021	2020

Outstanding options to purchase common stock and unvested RSUs	18,959,163	16,984,483	16,268,357
Outstanding convertible preferred stock (Series A and B)	—	—	117,183,540
Total anti-dilutive outstanding potential common stock	18,959,163	16,984,483	133,451,897

Fair Value of Financial Instruments

12 Months Ended

Dec. 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. The Company has no assets or liabilities valued with Level 2 inputs.

•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.

The carrying value of cash and cash equivalents, accounts receivable, contract assets 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 years ended December 31, 2022 and 2021.

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


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

Asset:
Money market	$	6,568	$	—	$	—	$	6,568	Cash equivalents
Liability:
Interest swap rate	$	—	$	2,893	$	—	$	2,893	Other non-current liabilities


	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 year ended December 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

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
Retirement Plan	Retirement PlanEffective January 1, 2009, EverCommerce Inc. adopted a defined contribution savings plan under section 401(k) of the Internal Revenue Code (the 401(k)). The 401(k) covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The Company may make discretionary and/or matching contributions to the 401(k). The Company began making discretionary employer contributions effective January 1, 2020 equal to 25% of employee contributions up to 8% and increased this contribution to 100% of employee contributions up to 4% effective January 1, 2022 and contributed $4.8 million, $1.5 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
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-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The components of our net loss before income tax benefit are as follows:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

United States	$	(59,134)	$	(81,801)	$	(55,664)
International	(5,362)		(10,216)		(7,920)
Net loss before income tax benefit	$	(64,496)	$	(92,017)	$	(63,584)

As of December 31, 2022, a portion of our undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. As of December 31, 2022, there was no material unrecognized deferred tax liability related to countries where we are indefinitely reinvested. The remaining undistributed earnings from non-U.S. subsidiaries are not permanently reinvested, however, due to a combination of anticipated tax treatment and losses, no material deferred tax liability exists.

The components of the provision for income taxes consists of the following:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

Current:

State	$	1,539	$	801	$	369
Foreign	1,258		1,174		315
Total current	2,797		1,975		684
Deferred:
Federal	(9,034)		(12,747)		(8,993)
State	(2,743)		(2,263)		(2,104)
Foreign	(11,235)		(3,436)		(1,878)
Change in valuation allowance - United States	12,257		6,342		8,392
Change in valuation allowance - Foreign	3,278		78		269
Total deferred	(7,477)		(12,026)		(4,314)
Income tax benefit	$	(4,680)	$	(10,051)	$	(3,630)

The Company’s deferred tax assets and liabilities, included in other non-current liabilities on the consolidated balance sheets, related to temporary differences and operating loss carryforwards were as follows:


	December 31,
	2022		2021
	(in thousands)

Deferred tax assets:
Net operating losses	$	44,545	$	50,059
163(j) interest limitation	23,363		19,698
Reserves and accrued expenses	7,258		5,592
Property and equipment depreciation	2,526		1,469
Stock-based compensation	3,753		1,531
Deferred rent	—		1,839
Lease liability	7,053		—
Other	2,555		1,793
Total deferred tax assets	91,053		81,981
Less: valuation allowance	(47,756)		(31,070)
Net deferred tax assets	43,297		50,911
Deferred tax liabilities:
Intangible assets	(38,080)		(57,836)
Property and equipment depreciation	(5,056)		(6,956)
Capitalized expenses	(3,804)		(3,091)
Operating lease right-of-use assets	(5,434)		—
Other	(614)		(844)
Total deferred tax liabilities	(52,988)		(68,727)
Net deferred tax liabilities	$	(9,691)	$	(17,816)

The Company had net operating loss and tax credit carryforwards as of the financial statement date as follows:


	Amount		Expiration Years
	(in thousands)

Net operating losses, federal (Post December 31, 2018)	$	22,816	Indefinite
Net operating losses, federal (Pre January 1, 2019)	$	10,204	2028 - 2037
Net operating losses, state	$	7,340	Various
Net operating losses, foreign	$	4,185	2035 - Indefinite
Tax credits, federal	$	258	2037
Tax credits, foreign	$	260	Various

Management has not considered future projections of income in this analysis due to the Company’s history of losses. The Company has determined that it is more likely than not that a portion of the deferred tax assets will not be realized and has recorded a valuation allowance of $47.8 million and $31.1 million as of December 31, 2022 and 2021, respectively, against the deferred tax assets. If the Company’s assumptions change and we determine that we will be able to realize these deferred tax assets, the tax benefits related to any reversal of the valuation allowance on

deferred tax assets as of December 31, 2022, will be accounted for as follows: $44.8 million will be recognized as a reduction of income tax expense and $3.0 million will be recorded as an increase in equity.

A reconciliation of our valuation allowance on deferred tax assets is as follows:


	Year ended December 31,
	2022		2021
	(in thousands)

Balance at beginning of period	$	31,070	$	16,539
Additions to valuation allowance	15,648		6,420
Additions recorded in acquisition accounting	—		9,816
Additions recorded as a decrease in equity	1,430		436
Reductions recorded as an increase in equity	(392)		(2,141)
Balance at end of period	$	47,756	$	31,070

The Company files income tax returns in the U.S. federal jurisdiction, Colorado, various other state jurisdictions, Canada, Jordan, the United Kingdom, Australia and New Zealand. The years open for audit vary depending on the tax jurisdiction. In the U.S., the Company's federal tax returns for the years before 2019 (year ended December 31, 2019) are no longer subject to audit. The net operating losses utilized during the open periods from select years prior to 2019 are subject to examination. The foreign jurisdictions statutes vary but are generally four years from assessment of the return.

While management believes we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax regulations. Additionally, the recognition and measurement of certain tax benefits includes estimates and judgment by management and inherently includes subjectivity. Accordingly, additional provision on federal, state and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Year ended December 31,
	2022		2021
	(in thousands)

Balance at beginning of period	$	134	$	—
Gross additions based on tax positions related to the current year	230		134
Balance at end of period	$	364	$	134

As of December 31, 2022 and 2021, unrecognized tax benefits of $0.4 million and $0.1 million, respectively, were recorded in other long-term liabilities, which would impact the annual effective tax rate if recognized. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations and comprehensive loss. The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

The Company, through its foreign subsidiary Alnashmi Digital Marketing, LLC, provides exported technology services, the profits of which are exempt from income tax through December 31, 2025 according to the provisions of the article (9/A/4) of Regulation Number 106 of the 2016 Regulations. So long as the services are exported outside of Jordan, they originate in Jordan and there are no other services within the exported services, the qualifications are

met. The approximate dollar value of tax expense related to the tax holiday was $0.3 million and $0.2 million as of December 31, 2022 and 2021, respectively.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on our current analysis of the provisions, we do not believe this legislation will have a material impact on our financial statements.

During the year ended December 31, 2022, we restructured the ownership of certain intellectual property, which resulted in an income tax benefit.

The income tax benefit differs from the expected tax benefit computed by applying the U.S. federal statutory rate to income before taxes as a result of the following:


	Year ended December 31,
	2022				2021				2020
	(in thousands, except percentages)

Benefit at U.S. statutory rate	$	(13,544)	21.00%		$	(19,324)	21.00%		$	(13,353)	21.00%
Change in income tax resulting from:
State income benefit, net of federal benefit	(852)		1.32		(1,916)		2.08		(1,694)		2.66

Stock-based compensation	2,961		(4.59)		529		(0.57)		1,579		(2.48)
Nondeductible compensation	163		(0.25)		2,788		(3.03)		—		—
Nondeductible transaction costs	—		—		509		(0.55)		480		(0.75)
Foreign rate differential	(129)		0.20		(613)		0.67		(268)		0.42
Change in valuation allowance	15,648		(24.26)		6,420		(6.98)		8,661		(13.62)
Intellectual property migration	(8,805)		13.65		—		—		—		—
Other	(122)		0.19		1,556		(1.69)		965		(1.52)
Income tax benefit	$	(4,680)	7.26	%	$	(10,051)	10.93	%	$	(3,630)	5.71	%

- 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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-SubTopic 10
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

The Company has non-cancelable contractual purchase obligations incurred in the normal course of business to help deliver our services and products and provide support to our customers. These contracts with vendors primarily relate to software service, targeted mail costs, third party fulfillment costs and software hosting. Unrecognized future minimum payments due under these agreements are as follows (in thousands):


Year ended December 31,
2023	$	12,608
2024	12,800
2025	10,279
2026	2,125
2027	2,625
Thereafter	688
Total future minimum payments due	$	41,125

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.

The Company assesses the applicability of nexus in jurisdictions in which the Company sells products and services. As of December 31, 2022 and 2021, the Company recorded a liability in the amount of $11.2 million and $13.0 million, respectively, within current liabilities and other long-term liabilities as a provision for sales and use and gross receipts tax. In connection with the Company's accounting for acquisitions, the Company has recorded liabilities and corresponding provisional escrow or indemnity receivables within the purchase price allocations for instances in which the Company is indemnified for tax matters.

Geographic Areas

12 Months Ended

Dec. 31, 2022

Geographic Areas, Long-Lived Assets [Abstract]

Geographic Areas

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


	December 31,
	2022		2021
	(in thousands)

United States	$	36,226	$	34,906
International	$	8,258	$	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
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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn March 14, 2023, the Company entered into an interest rate swap agreement in connection with the Company’s Credit Facilities for a notional amount of $100.0 million to convert a portion of the Term Loans from a floating rate to a fixed rate. This swap agreement is effective March 31, 2023 and has a term of approximately 4.5 years with a fixed rate in the agreement of 3.969%.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Concentrations of Risk

Concentrations of RiskThe Company maintains cash accounts at domestic and foreign financial institutions. At times and for cash maintained at domestic institutions, certain account balances may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

Segment Information

Use of Estimates

Business Combinations

Acquisition-related transaction costs are expensed in the period in which the costs are incurred.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.

Accounts Receivable, net

Property and Equipment, net


Property and Equipment						Estimated Useful Life

Computer equipment and software						3 years
Furniture and fixtures						5 years
Leasehold improvements						Lesser of estimated useful life or remaining lease term

Upon disposition, the cost of disposed assets and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to earnings/loss.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets The Company reviews its long-lived assets, such as amortizing intangible assets, internally developed software and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its estimated fair value. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized is permanent and may not be restored.

Internal Use Capitalized Software, net

Capitalized Software, net

The Company amortizes both internal use and external software costs, using the straight-line method, over its estimated useful life of five years.

External Use Capitalized Software, net

The Company amortizes both internal use and external software costs, using the straight-line method, over its estimated useful life of five years.

Intangible Assets, net

Intangible Assets, net Intangible assets primarily consist of customer relationships which include government contracts, developed technology, trademarks and trade names and non-compete agreements, which are recorded at acquisition date fair value, less accumulated amortization. The Company determines the appropriate useful life of intangible assets by performing an analysis of expected cash flows of the acquired assets. Developed technology, trademarks and trade names and non-compete agreements acquired through acquisitions are amortized over their estimated useful lives using the straight-line method and customer relationship intangibles are amortized over their estimated useful lives using present value of future cash flows, which approximates the pattern in which the economic benefits are expected to be consumed.

Goodwill

Leases

The Company does not have any leases classified as finance leases.

Deferred Financing and Credit Facility Costs

Series A, B and C Convertible Preferred Stock

equity (deficit) section of the Company’s consolidated balance sheets. The Series A shares and Series C shares were redeemable upon the occurrence of uncertain events not solely within the Company’s control and these uncertain events were deemed not probable. Therefore, Series A shares and Series C shares were presented at fair value at the time of issuance and were not subsequently re-measured. The Company’s Series B shares featured certain redemption rights that were considered to be outside of the Company’s control and these redemption rights were deemed probable of occurrence through March 15, 2021. Accordingly, Series B shares were presented at redemption value through that date.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.

Revenue Recognition; Cost of Revenues

Revenue Recognition

Revenue is generated from the following sources:

Subscription and Transaction Fees:

Marketing Technology Solutions:

Other:

Performance Obligations and Standalone Selling Price:

Variable Consideration:

Material Rights:

Significant financing component:

Other considerations:

The Company has elected a policy to exclude from the transaction price all sales taxes assessed by governmental authorities and as a result, revenue is presented net of tax.

Cost of Revenues

Advertising

AdvertisingThe Company expenses the costs of advertising as incurred. Advertising costs are incurred primarily for internet-based advertising.

Stock-based Compensation

Income Taxes

Comprehensive Loss

Net Loss per Share Attributable to Common Stockholders

Foreign Currency Translation

elements are remeasured using average exchange rates in effect during the period in which the elements are recognized within the consolidated statements of operations and comprehensive loss.

Recently Issued Accounting Pronouncements

Accounting pronouncements issued and adopted

Accounting pronouncements not yet adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Estimated Useful Life

Depreciation is computed using the straight-line method over the following estimated useful lives.


Property and Equipment						Estimated Useful Life

Computer equipment and software						3 years
Furniture and fixtures						5 years
Leasehold improvements						Lesser of estimated useful life or remaining lease term

Property and equipment consisted of the following:


	December 31,
	2022		2021
	(in thousands)

Computer equipment and software	$	9,327	$	8,191
Furniture and fixtures	3,570		3,667
Leasehold improvements	11,941		12,032
Total property and equipment	24,838		23,890
Less accumulated depreciation	(12,908)		(10,381)
Property and equipment, net	$	11,930	$	13,509

Acquisitions (Tables)

12 Months Ended

Dec. 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
Other non-current 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	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	—		(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

The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2020:


	Remodeling		Qiigo		AlertMD		Invoice Simple
	(in thousands)

Cash	$	25,909	$	21,564	$	21,853	$	32,507
Rollover equity	—		619		—		—
Fair value of earnout	2,455		—		—		—
Total consideration	$	28,364	$	22,183	$	21,853	$	32,507

Net assets acquired:
Cash and cash equivalents	$	520	$	3	$	—	$	598
Accounts receivable, trade	3,401		321		510		688
Other receivables	6		—		—		271
Contract assets	85		249		—		—
Prepaid expenses and other current assets	95		74		11		57
Property and equipment	65		114		58		184
Other non-current assets	—		757		—		—
Intangible—developed technology	1,480		2,120		2,030		1,530
Intangible—customer relationships	11,380		11,110		13,490		17,970
Intangible—trade name	570		710		260		190
Intangible—non-compete agreements	110		40		40		60
Goodwill	12,843		7,405		5,531		18,474
Deferred tax asset, net	—		177		—		—
Accounts payable	(1,564)		(148)		—		(498)
Accrued expenses and other	(291)		(565)		(24)		(412)
Customer deposits	(85)		—		—		(1,229)
Deferred tax liability, net	(251)		—		—		(5,360)
Deferred revenue	—		(184)		(53)		(16)
Total net assets acquired	$	28,364	$	22,183	$	21,853	$	32,507


	Brighter Vision		Socius		Service Fusion		My PT Hub
	(in thousands)

Cash	$	17,350	$	15,670	$	122,333	$	10,681
Rollover equity	127		—		—		—
Fair value of earnout	—		—		—		1,016
Total consideration	$	17,477	$	15,670	$	122,333	$	11,697

Net assets acquired:
Cash and cash equivalents	$	112	$	46	$	660	$	315
Accounts receivable, trade	2		908		38		7
Other receivables	35		79		686		73
Prepaid expenses and other current assets	48		23		192		45
Property and equipment	26		36		139		209
Other non-current assets	9		—		180		19
Intangible—developed technology	760		1,350		2,820		586
Intangible—customer relationships	6,150		9,900		25,680		1,918
Intangible—trade name	330		520		1,330		140
Intangible—non-compete agreements	20		40		70		13
Goodwill	12,090		3,326		93,717		9,110
Accounts payable	(61)		(79)		(215)		(209)
Other current liabilities	—		—		(57)		—
Accrued expenses and other	(210)		(450)		(872)		(162)
Deferred tax liability, net	(1,734)		—		(1,713)		(286)
Deferred revenue	(100)		(29)		(322)		(81)
Total net assets acquired	$	17,477	$	15,670	$	122,333	$	11,697


	Updox		Other		Total
	(in thousands)

Cash	$	142,527	$	85	$	410,479
Rollover equity	573		—		1,319
Fair value of earnout	—		—		3,471
Total consideration	$	143,100	$	85	$	415,269

Net assets acquired:
Cash and cash equivalents	$	4,994	$	—	$	7,248
Accounts receivable, trade	981		—		6,856
Other receivables	628		—		1,778
Contract assets	—		—		334
Prepaid expenses and other current assets	640		—		1,185
Property and equipment	1,610		—		2,441
Other non-current assets	377		—		1,342
Intangible—developed technology	7,870		11		20,557
Intangible—customer relationships	48,150		72		145,820
Intangible—trade name	2,620		2		6,672
Intangible—non-compete agreements	110		—		503
Goodwill	78,259		—		240,755
Deferred tax asset, net	58		—		235
Accounts payable	(1,152)		—		(3,926)
Other current liabilities	(41)		—		(98)
Accrued expenses and other	(1,482)		—		(4,468)
Customer deposits	—		—		(1,314)
Deferred tax liability, net	—		—		(9,344)
Deferred revenue	(522)		—		(1,307)
Total net assets acquired	$	143,100	$	85	$	415,269

Schedule of Pro Forma Results


	Year ended December 31,
	2021 Pro Forma		2020 Pro Forma
	(unaudited)
	(in thousands, except per share amounts)

Total revenue	$	536,936	$	442,095
Net loss	$	(104,218)	$	(138,275)
Adjustments to net loss (see Note 13)	(15,105)		(67,811)
Net loss attributable to common stockholders	$	(119,323)	$	(206,086)

Basic and diluted net loss per share attributable to common stockholders	$	(1.01)	$	(4.94)

Revenue (Tables)

12 Months Ended

Dec. 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:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

By pattern of recognition (timing of transfer of services):
Point in time	$	56,056	$	49,338	$	45,589
Over time	564,690		440,801		291,936
Total	$	620,746	$	490,139	$	337,525
By Geographical Market:
United States	$	567,041	$	447,232	$	310,472
International	53,705		42,907		27,053
Total	$	620,746	$	490,139	$	337,525

Supplemental Balance Sheet Information

Supplemental balance sheet information related to contracts from customers is as follows:


	December 31,
	2022		2021
	(in thousands)

Accounts receivables	$	48,032	$	40,514
Contract assets	$	12,971	$	11,039
Deferred revenue	$	22,885	$	22,992
Customer deposits	$	11,360	$	9,828
Long-term deferred revenue	$	2,496	$	2,803

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consisted of the following as of December 31, 2022 and 2021 (in thousands):


Balance, January 1, 2021	$	668,151
Additions	255,723
Measurement period adjustments (1)	293
Effect of foreign currency exchange rate changes	(2,751)
Balance, December 31, 2021	921,416

Measurement period adjustments (1)	(573)
Effect of foreign currency exchange rate changes	(6,761)
Balance, December 31, 2022	$	914,082

(1)The $0.6 million and $0.3 million of measurement period adjustments relate to acquisitions consummated during the years ended December 31, 2021 and 2020, respectively.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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-Name Accounting Standards Codification
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-Section 50
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+ Details

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following:


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

Customer relationships	3-20 years	$	605,753	$	265,342	$	340,411
Developed content and technology	2-12 years	105,766		59,208		46,558
Trademarks and trade names	3-10 years	38,131		19,725		18,406
Non-compete agreements	2-5 years	2,402		2,057		345
Total		$	752,052	$	346,332	$	405,720


	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 content and technology	2-12 years	106,162		42,215		63,947
Trademarks and trade names	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

Schedule of Future Amortization Expense

Amortization expense for the Company’s intangible assets are as follows (in thousands):


Year ended December 31,
2023	$	90,440
2024	74,298
2025	62,370
2026	48,652
2027	37,480
Thereafter	92,480
Total amortization expense for the Company’s intangible assets	$	405,720

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives.


Property and Equipment						Estimated Useful Life

Computer equipment and software						3 years
Furniture and fixtures						5 years
Leasehold improvements						Lesser of estimated useful life or remaining lease term

Property and equipment consisted of the following:


	December 31,
	2022		2021
	(in thousands)

Computer equipment and software	$	9,327	$	8,191
Furniture and fixtures	3,570		3,667
Leasehold improvements	11,941		12,032
Total property and equipment	24,838		23,890
Less accumulated depreciation	(12,908)		(10,381)
Property and equipment, net	$	11,930	$	13,509

Capitalized Software (Tables)

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Schedule of Capitalized Software

Capitalized software consisted of the following:


	December 31,
	2022		2021
	(in thousands)

Capitalized software	$	45,872	$	31,960
Less accumulated amortization	(13,318)		(7,960)
Capitalized software, net	$	32,554	$	24,000

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Lease Cost and Supplemental Cash Flow, Balance Sheet Information

The components of lease expense are as follows:



	Year ended December 31, 2022
	(in thousands)

Operating lease cost	$	7,859
Variable lease cost	1,495
Short-term lease cost	340
Total lease cost	$	9,694

Supplemental cash flow information related to leases is as follows:



	Year ended December 31, 2022
	(in thousands)

Cash paid for amounts included in measurement of lease liabilities:
Operating cash outflows - payments on operating leases	$	8,010

Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	772



	Year ended December 31, 2022
	(in thousands)

Operating lease right-of-use assets	$	21,756

Current operating lease liabilities	5,239
Long-term operating lease liabilities	22,500
Total operating lease liabilities	$	27,739

Schedule of Future Undiscounted Cash Flows


Year ended December 31,
2023	$	6,778
2024	4,879
2025	4,438
2026	4,286
2027	3,953
Thereafter	8,555
Total lease payments	32,889
Less: imputed interest	5,150
Total present value of lease liabilities	$	27,739

Schedule of Future Minimum Payments

A summary of the future minimum lease commitments for all non-cancelable operating lease agreements were as follows as of December 31, 2021 (in thousands):


Year ended December 31,
2022	$	8,054
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$	41,476

Unrecognized future minimum payments due under these agreements are as follows (in thousands):


Year ended December 31,
2023	$	12,608
2024	12,800
2025	10,279
2026	2,125
2027	2,625
Thereafter	688
Total future minimum payments due	$	41,125

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consisted of the following:


	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% (7.32% at December 31, 2022) plus quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028	$	543,125	$	548,625
Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25% (7.63% at December 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	—		2,866
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	—		2,655
Principal debt	543,125		554,146

Deferred financing costs on long-term debt	(4,900)		(5,826)
Discount on long-term debt	(1,779)		(2,193)
Total debt	536,446		546,127

Less current maturities	5,500		10,943
Long-term portion	$	530,946	$	535,184

Schedule of Maturities of Long-term Debt

Aggregate maturities of the Company’s debt are as follows (in thousands):


Year ended December 31,
2023	$	5,500
2024	5,500
2025	5,500
2026	5,500
2027	5,500
Thereafter	515,625
Total aggregate maturities of the Company’s debt	$	543,125

- 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 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://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 https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Valuation Assumptions

The relevant data used to determine the value of the stock options is as follows:


	December 31,
	2022	2021	2020

Weighted-average risk-free interest rate	1.82%	0.97%	1.65%
Expected term in years	6.1	6.1	6.1
Weighted-average expected volatility	50%	48%	43%
Expected dividends	0%	0%	0%

Summary of Stock Option Activity

A summary of stock option activity for the year ended December 31, 2022 is as follows:


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
	(in thousands except for exercise price and term in years)





Outstanding balance at January 1, 2022	16,444	$	9.77	8.00	$	101,003
Granted	1,713	11.67
Exercised	(351)	5.19
Forfeited	(869)	13.80
Outstanding balance at December 31, 2022	16,937	$	9.86	7.25	$	3,870

Exercisable at December 31, 2022	8,802	$	9.03	6.83	$	3,839

Schedule of Restricted Stock Awards Activity

The summary of time vesting restricted stock units activity for the year ended December 31, 2022 is as follows:


	Units	Weighted-Average Grant Date Fair Value
	(in thousands except for fair value)

Unvested, restricted stock units at January 1, 2022	541	$	17.00
Granted	1,931	11.44
Vested	(162)	17.00
Forfeited	(288)	12.89
Unvested, restricted stock units at December 31, 2022	2,022	$	12.27

Schedule of Stock-based Compensation Expense

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


	Year ended December 31,
	2022		2021		2020
	(in thousands)

Cost of revenues	$	373	$	39	$	—
Sales and marketing	1,503		506		—
Product development	1,854		551		—
General and administrative	23,088		20,999		10,721
Total stock-based compensation expense	$	26,818	$	22,095	$	10,721

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 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:


	Year ended December 31,
	2022		2021		2020
	(in thousands except share and per share amounts)

Numerator:
Net loss	$	(59,816)	$	(81,966)	$	(59,954)
Accretion of Series B to redemption value	—		(15,105)		(67,811)
Numerator for basic and diluted EPS – net loss attributable to common stockholders	$	(59,816)	$	(97,071)	$	(127,765)

Denominator:
Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share	194,624,968		117,795,280		41,696,800

Basic and diluted net loss per share attributable to common stockholders	$	(0.31)	$	(0.82)	$	(3.06)

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


	December 31,
	2022	2021	2020

Outstanding options to purchase common stock and unvested RSUs	18,959,163	16,984,483	16,268,357
Outstanding convertible preferred stock (Series A and B)	—	—	117,183,540
Total anti-dilutive outstanding potential common stock	18,959,163	16,984,483	133,451,897

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 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:


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

Asset:
Money market	$	6,568	$	—	$	—	$	6,568	Cash equivalents
Liability:
Interest swap rate	$	—	$	2,893	$	—	$	2,893	Other non-current liabilities


	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	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Net Loss Before Income Tax

The components of our net loss before income tax benefit are as follows:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

United States	$	(59,134)	$	(81,801)	$	(55,664)
International	(5,362)		(10,216)		(7,920)
Net loss before income tax benefit	$	(64,496)	$	(92,017)	$	(63,584)

Schedule of Components of Income Tax Provision

The components of the provision for income taxes consists of the following:


	Year ended December 31,
	2022		2021		2020
	(in thousands)

Current:

State	$	1,539	$	801	$	369
Foreign	1,258		1,174		315
Total current	2,797		1,975		684
Deferred:
Federal	(9,034)		(12,747)		(8,993)
State	(2,743)		(2,263)		(2,104)
Foreign	(11,235)		(3,436)		(1,878)
Change in valuation allowance - United States	12,257		6,342		8,392
Change in valuation allowance - Foreign	3,278		78		269
Total deferred	(7,477)		(12,026)		(4,314)
Income tax benefit	$	(4,680)	$	(10,051)	$	(3,630)

Schedule of Deferred Tax Assets and Liabilities


	December 31,
	2022		2021
	(in thousands)

Deferred tax assets:
Net operating losses	$	44,545	$	50,059
163(j) interest limitation	23,363		19,698
Reserves and accrued expenses	7,258		5,592
Property and equipment depreciation	2,526		1,469
Stock-based compensation	3,753		1,531
Deferred rent	—		1,839
Lease liability	7,053		—
Other	2,555		1,793
Total deferred tax assets	91,053		81,981
Less: valuation allowance	(47,756)		(31,070)
Net deferred tax assets	43,297		50,911
Deferred tax liabilities:
Intangible assets	(38,080)		(57,836)
Property and equipment depreciation	(5,056)		(6,956)
Capitalized expenses	(3,804)		(3,091)
Operating lease right-of-use assets	(5,434)		—
Other	(614)		(844)
Total deferred tax liabilities	(52,988)		(68,727)
Net deferred tax liabilities	$	(9,691)	$	(17,816)

Summary of Tax Credits

The Company had net operating loss and tax credit carryforwards as of the financial statement date as follows:


	Amount		Expiration Years
	(in thousands)

Net operating losses, federal (Post December 31, 2018)	$	22,816	Indefinite
Net operating losses, federal (Pre January 1, 2019)	$	10,204	2028 - 2037
Net operating losses, state	$	7,340	Various
Net operating losses, foreign	$	4,185	2035 - Indefinite
Tax credits, federal	$	258	2037
Tax credits, foreign	$	260	Various

Summary of Net Operating Loss Carryforwards

The Company had net operating loss and tax credit carryforwards as of the financial statement date as follows:


	Amount		Expiration Years
	(in thousands)

Net operating losses, federal (Post December 31, 2018)	$	22,816	Indefinite
Net operating losses, federal (Pre January 1, 2019)	$	10,204	2028 - 2037
Net operating losses, state	$	7,340	Various
Net operating losses, foreign	$	4,185	2035 - Indefinite
Tax credits, federal	$	258	2037
Tax credits, foreign	$	260	Various

Reconciliation of Valuation Allowance

A reconciliation of our valuation allowance on deferred tax assets is as follows:


	Year ended December 31,
	2022		2021
	(in thousands)

Balance at beginning of period	$	31,070	$	16,539
Additions to valuation allowance	15,648		6,420
Additions recorded in acquisition accounting	—		9,816
Additions recorded as a decrease in equity	1,430		436
Reductions recorded as an increase in equity	(392)		(2,141)
Balance at end of period	$	47,756	$	31,070

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Year ended December 31,
	2022		2021
	(in thousands)

Balance at beginning of period	$	134	$	—
Gross additions based on tax positions related to the current year	230		134
Balance at end of period	$	364	$	134

Schedule of Effective Income Tax Rate Reconciliation

The income tax benefit differs from the expected tax benefit computed by applying the U.S. federal statutory rate to income before taxes as a result of the following:


	Year ended December 31,
	2022				2021				2020
	(in thousands, except percentages)

Benefit at U.S. statutory rate	$	(13,544)	21.00%		$	(19,324)	21.00%		$	(13,353)	21.00%
Change in income tax resulting from:
State income benefit, net of federal benefit	(852)		1.32		(1,916)		2.08		(1,694)		2.66

Stock-based compensation	2,961		(4.59)		529		(0.57)		1,579		(2.48)
Nondeductible compensation	163		(0.25)		2,788		(3.03)		—		—
Nondeductible transaction costs	—		—		509		(0.55)		480		(0.75)
Foreign rate differential	(129)		0.20		(613)		0.67		(268)		0.42
Change in valuation allowance	15,648		(24.26)		6,420		(6.98)		8,661		(13.62)
Intellectual property migration	(8,805)		13.65		—		—		—		—
Other	(122)		0.19		1,556		(1.69)		965		(1.52)
Income tax benefit	$	(4,680)	7.26	%	$	(10,051)	10.93	%	$	(3,630)	5.71	%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments

A summary of the future minimum lease commitments for all non-cancelable operating lease agreements were as follows as of December 31, 2021 (in thousands):


Year ended December 31,
2022	$	8,054
2023	6,526
2024	4,941
2025	4,705
2026	4,558
Thereafter	12,692
Total future minimum payments due	$	41,476

Unrecognized future minimum payments due under these agreements are as follows (in thousands):


Year ended December 31,
2023	$	12,608
2024	12,800
2025	10,279
2026	2,125
2027	2,625
Thereafter	688
Total future minimum payments due	$	41,125

Geographic Areas (Tables)

12 Months Ended

Dec. 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:


	December 31,
	2022		2021
	(in thousands)

United States	$	36,226	$	34,906
International	$	8,258	$	2,603

Nature of the Business (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jul. 29, 2021 USD ($) $ / shares shares	Jul. 06, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 customer core_vertical $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of customers (more than) \| customer				685,000
Number of core verticals \| core_vertical				3
Equity issuance costs \| $			$ 31,278
Shares authorized (in shares)		2,050,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, par value (in dollars per share) \| $ / shares		$ 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
IPO
Subsidiary, Sale of Stock [Line Items]
Shares sold (in shares)		19,100,000
Price of shares sold (in dollars per share) \| $ / shares		$ 17.00
Equity issuance costs \| $		$ 303,900
IPO related fees \| $		$ 6,900
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Shares sold (in shares)	2,800,000
Price of shares sold (in dollars per share) \| $ / shares	$ 17.00
Equity issuance costs \| $	$ 43,900

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment	1
Advertising costs	$ 21,400	$ 19,300	$ 8,700
Operating lease right-of-use assets	21,756
Operating lease liabilities	27,739
Decrease to other non-current assets	$ (46,855)	(24,296)
Cumulative Effect, Period of Adoption, Adjustment
Concentration Risk [Line Items]
Operating lease right-of-use assets		28,300
Operating lease liabilities		34,800
Decrease to deferred rent liabilities		7,500
Decrease to prepaid rent		400
Decrease to other non-current assets		$ 600
Capitalized software
Concentration Risk [Line Items]
Estimated useful life	5 years

Summary of Significant Accounting Policies - Useful Life (Details)	12 Months Ended
	Dec. 31, 2022
Computer equipment and software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years

Acquisitions - Narrative (Details) $ in Thousands														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	Dec. 16, 2020 USD ($) shares	Nov. 18, 2020 USD ($)	Oct. 17, 2020 USD ($)	Oct. 16, 2020 USD ($)	Aug. 21, 2020 USD ($) shares	Apr. 17, 2020 USD ($)	Jan. 24, 2020 USD ($)	Jan. 16, 2020 USD ($) shares	Jan. 06, 2020 USD ($)	Dec. 31, 2021 USD ($) business	Dec. 31, 2020 USD ($) business
Business Acquisition [Line Items]
Number of businesses acquired \| business														5	9
Acquisition related costs														$ 8,400	$ 15,500
Revenue since acquisition														21,600	62,300
Goodwill expected to be deductible for income tax														36,100	167,100
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
Remodeling
Business Acquisition [Line Items]
Percentage of interest acquired													100.00%
Purchase price													$ 28,400		28,364
Rollover equity															0
Total revenue needed for earnout to be paid														6,600	5,000
Earnout per year if revenue achievement met													2,000	2,000
Fair value of earnout													$ 2,500
Decrease in earnout liability														500
Qiigo
Business Acquisition [Line Items]
Percentage of interest acquired												100.00%
Purchase price												$ 22,200			22,183
Shares issued (in shares) \| shares												127,249
Rollover equity												$ 600			619
AlertMD
Business Acquisition [Line Items]
Purchase price											$ 21,900				21,853
Rollover equity															0
Invoice Simple
Business Acquisition [Line Items]
Percentage of interest acquired										100.00%
Purchase price										$ 32,500					32,507
Rollover equity															0
Brighter Vision
Business Acquisition [Line Items]
Percentage of interest acquired									100.00%
Purchase price									$ 17,500						17,477
Shares issued (in shares) \| shares									21,892
Rollover equity									$ 100						127
Socius
Business Acquisition [Line Items]
Percentage of interest acquired								100.00%
Purchase price								$ 15,700							15,670
Rollover equity															0
Service Fusion
Business Acquisition [Line Items]
Percentage of interest acquired							100.00%
Purchase price							$ 122,300								122,333
Rollover equity															0
My PT Hub
Business Acquisition [Line Items]
Percentage of interest acquired						100.00%
Purchase price						$ 11,700									11,697
Rollover equity															0
Total revenue needed for earnout to be paid						4,600
Earnout per year if revenue achievement met						$ 1,000
Decrease in earnout liability														$ 1,000
Updox
Business Acquisition [Line Items]
Percentage of interest acquired					100.00%
Purchase price					$ 143,100										143,100
Shares issued (in shares) \| shares					72,896
Rollover equity					$ 600										$ 573

Acquisitions - Consideration Transferred and Net Assets Acquired (Details) - USD ($) $ in Thousands														12 Months Ended
	Nov. 18, 2021	Jul. 08, 2021	Mar. 17, 2021	Jan. 19, 2021	Dec. 16, 2020	Nov. 18, 2020	Oct. 17, 2020	Oct. 16, 2020	Aug. 21, 2020	Apr. 17, 2020	Jan. 24, 2020	Jan. 16, 2020	Jan. 06, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Net assets acquired:
Goodwill														$ 921,416	$ 668,151	$ 914,082
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
Other non-current assets														222
Goodwill														255,723
Deferred tax asset, net														3,400
Accounts payable														(3,169)
Other current liabilities														(2,784)
Accrued expenses and other														(4,309)
Deferred tax liability, net														(24,741)
Deferred revenue														(773)
Total net assets acquired														367,087
2021 Acquisitions \| Developed content and technology
Net assets acquired:
Intangible														20,874
2021 Acquisitions \| Customer relationships
Net assets acquired:
Intangible														105,946
2021 Acquisitions \| Trademarks and trade names
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
Other non-current 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 content and technology
Net assets acquired:
Intangible														1,360
Briostack \| Customer relationships
Net assets acquired:
Intangible														4,800
Briostack \| Trademarks and trade names
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
Other non-current 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 content and technology
Net assets acquired:
Intangible														2,380
PulseM \| Customer relationships
Net assets acquired:
Intangible														12,510
PulseM \| Trademarks and trade names
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
Other non-current 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 content and technology
Net assets acquired:
Intangible														1,640
MDTech \| Customer relationships
Net assets acquired:
Intangible														5,830
MDTech \| Trademarks and trade names
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
Other non-current 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 content and technology
Net assets acquired:
Intangible														7,014
Timely \| Customer relationships
Net assets acquired:
Intangible														28,836
Timely \| Trademarks and trade names
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
Other non-current 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 content and technology
Net assets acquired:
Intangible														8,480
DrChrono \| Customer relationships
Net assets acquired:
Intangible														53,970
DrChrono \| Trademarks and trade names
Net assets acquired:
Intangible														3,250
DrChrono \| Non-compete agreements
Net assets acquired:
Intangible														$ 10
2020 Acquisitions
Business Acquisition [Line Items]
Cash															410,479
Rollover equity															1,319
Fair value of earnout															3,471
Total consideration															415,269
Net assets acquired:
Cash and cash equivalents															7,248
Accounts receivable, trade															6,856
Other receivables															1,778
Contract assets															334
Prepaid expenses and other current assets															1,185
Property and equipment															2,441
Other non-current assets															1,342
Goodwill															240,755
Deferred tax asset, net															235
Accounts payable															(3,926)
Other current liabilities															(98)
Accrued expenses and other															(4,468)
Customer deposits															(1,314)
Deferred tax liability, net															(9,344)
Deferred revenue															(1,307)
Total net assets acquired															415,269
2020 Acquisitions \| Developed content and technology
Net assets acquired:
Intangible															20,557
2020 Acquisitions \| Customer relationships
Net assets acquired:
Intangible															145,820
2020 Acquisitions \| Trademarks and trade names
Net assets acquired:
Intangible															6,672
2020 Acquisitions \| Non-compete agreements
Net assets acquired:
Intangible															503
Remodeling
Business Acquisition [Line Items]
Cash															25,909
Rollover equity															0
Fair value of earnout															2,455
Total consideration													$ 28,400		28,364
Net assets acquired:
Cash and cash equivalents															520
Accounts receivable, trade															3,401
Other receivables															6
Contract assets															85
Prepaid expenses and other current assets															95
Property and equipment															65
Other non-current assets															0
Goodwill															12,843
Deferred tax asset, net															0
Accounts payable															(1,564)
Accrued expenses and other															(291)
Customer deposits															(85)
Deferred tax liability, net															(251)
Deferred revenue															0
Total net assets acquired															28,364
Remodeling \| Developed content and technology
Net assets acquired:
Intangible															1,480
Remodeling \| Customer relationships
Net assets acquired:
Intangible															11,380
Remodeling \| Trademarks and trade names
Net assets acquired:
Intangible															570
Remodeling \| Non-compete agreements
Net assets acquired:
Intangible															110
Qiigo
Business Acquisition [Line Items]
Cash															21,564
Rollover equity												$ 600			619
Fair value of earnout															0
Total consideration												$ 22,200			22,183
Net assets acquired:
Cash and cash equivalents															3
Accounts receivable, trade															321
Other receivables															0
Contract assets															249
Prepaid expenses and other current assets															74
Property and equipment															114
Other non-current assets															757
Goodwill															7,405
Deferred tax asset, net															177
Accounts payable															(148)
Accrued expenses and other															(565)
Customer deposits															0
Deferred tax liability, net															0
Deferred revenue															(184)
Total net assets acquired															22,183
Qiigo \| Developed content and technology
Net assets acquired:
Intangible															2,120
Qiigo \| Customer relationships
Net assets acquired:
Intangible															11,110
Qiigo \| Trademarks and trade names
Net assets acquired:
Intangible															710
Qiigo \| Non-compete agreements
Net assets acquired:
Intangible															40
AlertMD
Business Acquisition [Line Items]
Cash															21,853
Rollover equity															0
Fair value of earnout															0
Total consideration											$ 21,900				21,853
Net assets acquired:
Cash and cash equivalents															0
Accounts receivable, trade															510
Other receivables															0
Contract assets															0
Prepaid expenses and other current assets															11
Property and equipment															58
Other non-current assets															0
Goodwill															5,531
Deferred tax asset, net															0
Accounts payable															0
Accrued expenses and other															(24)
Customer deposits															0
Deferred tax liability, net															0
Deferred revenue															(53)
Total net assets acquired															21,853
AlertMD \| Developed content and technology
Net assets acquired:
Intangible															2,030
AlertMD \| Customer relationships
Net assets acquired:
Intangible															13,490
AlertMD \| Trademarks and trade names
Net assets acquired:
Intangible															260
AlertMD \| Non-compete agreements
Net assets acquired:
Intangible															40
Invoice Simple
Business Acquisition [Line Items]
Cash															32,507
Rollover equity															0
Fair value of earnout															0
Total consideration										$ 32,500					32,507
Net assets acquired:
Cash and cash equivalents															598
Accounts receivable, trade															688
Other receivables															271
Contract assets															0
Prepaid expenses and other current assets															57
Property and equipment															184
Other non-current assets															0
Goodwill															18,474
Deferred tax asset, net															0
Accounts payable															(498)
Accrued expenses and other															(412)
Customer deposits															(1,229)
Deferred tax liability, net															(5,360)
Deferred revenue															(16)
Total net assets acquired															32,507
Invoice Simple \| Developed content and technology
Net assets acquired:
Intangible															1,530
Invoice Simple \| Customer relationships
Net assets acquired:
Intangible															17,970
Invoice Simple \| Trademarks and trade names
Net assets acquired:
Intangible															190
Invoice Simple \| Non-compete agreements
Net assets acquired:
Intangible															60
Brighter Vision
Business Acquisition [Line Items]
Cash															17,350
Rollover equity									$ 100						127
Fair value of earnout															0
Total consideration									$ 17,500						17,477
Net assets acquired:
Cash and cash equivalents															112
Accounts receivable, trade															2
Other receivables															35
Prepaid expenses and other current assets															48
Property and equipment															26
Other non-current assets															9
Goodwill															12,090
Accounts payable															(61)
Other current liabilities															0
Accrued expenses and other															(210)
Deferred tax liability, net															(1,734)
Deferred revenue															(100)
Total net assets acquired															17,477
Brighter Vision \| Developed content and technology
Net assets acquired:
Intangible															760
Brighter Vision \| Customer relationships
Net assets acquired:
Intangible															6,150
Brighter Vision \| Trademarks and trade names
Net assets acquired:
Intangible															330
Brighter Vision \| Non-compete agreements
Net assets acquired:
Intangible															20
Socius
Business Acquisition [Line Items]
Cash															15,670
Rollover equity															0
Fair value of earnout															0
Total consideration								$ 15,700							15,670
Net assets acquired:
Cash and cash equivalents															46
Accounts receivable, trade															908
Other receivables															79
Prepaid expenses and other current assets															23
Property and equipment															36
Other non-current assets															0
Goodwill															3,326
Accounts payable															(79)
Other current liabilities															0
Accrued expenses and other															(450)
Deferred tax liability, net															0
Deferred revenue															(29)
Total net assets acquired															15,670
Socius \| Developed content and technology
Net assets acquired:
Intangible															1,350
Socius \| Customer relationships
Net assets acquired:
Intangible															9,900
Socius \| Trademarks and trade names
Net assets acquired:
Intangible															520
Socius \| Non-compete agreements
Net assets acquired:
Intangible															40
Service Fusion
Business Acquisition [Line Items]
Cash															122,333
Rollover equity															0
Fair value of earnout															0
Total consideration							$ 122,300								122,333
Net assets acquired:
Cash and cash equivalents															660
Accounts receivable, trade															38
Other receivables															686
Prepaid expenses and other current assets															192
Property and equipment															139
Other non-current assets															180
Goodwill															93,717
Accounts payable															(215)
Other current liabilities															(57)
Accrued expenses and other															(872)
Deferred tax liability, net															(1,713)
Deferred revenue															(322)
Total net assets acquired															122,333
Service Fusion \| Developed content and technology
Net assets acquired:
Intangible															2,820
Service Fusion \| Customer relationships
Net assets acquired:
Intangible															25,680
Service Fusion \| Trademarks and trade names
Net assets acquired:
Intangible															1,330
Service Fusion \| Non-compete agreements
Net assets acquired:
Intangible															70
My PT Hub
Business Acquisition [Line Items]
Cash															10,681
Rollover equity															0
Fair value of earnout															1,016
Total consideration						$ 11,700									11,697
Net assets acquired:
Cash and cash equivalents															315
Accounts receivable, trade															7
Other receivables															73
Prepaid expenses and other current assets															45
Property and equipment															209
Other non-current assets															19
Goodwill															9,110
Accounts payable															(209)
Other current liabilities															0
Accrued expenses and other															(162)
Deferred tax liability, net															(286)
Deferred revenue															(81)
Total net assets acquired															11,697
My PT Hub \| Developed content and technology
Net assets acquired:
Intangible															586
My PT Hub \| Customer relationships
Net assets acquired:
Intangible															1,918
My PT Hub \| Trademarks and trade names
Net assets acquired:
Intangible															140
My PT Hub \| Non-compete agreements
Net assets acquired:
Intangible															13
Updox
Business Acquisition [Line Items]
Cash															142,527
Rollover equity					$ 600										573
Fair value of earnout															0
Total consideration					$ 143,100										143,100
Net assets acquired:
Cash and cash equivalents															4,994
Accounts receivable, trade															981
Other receivables															628
Contract assets															0
Prepaid expenses and other current assets															640
Property and equipment															1,610
Other non-current assets															377
Goodwill															78,259
Deferred tax asset, net															58
Accounts payable															(1,152)
Other current liabilities															(41)
Accrued expenses and other															(1,482)
Customer deposits															0
Deferred tax liability, net															0
Deferred revenue															(522)
Total net assets acquired															143,100
Updox \| Developed content and technology
Net assets acquired:
Intangible															7,870
Updox \| Customer relationships
Net assets acquired:
Intangible															48,150
Updox \| Trademarks and trade names
Net assets acquired:
Intangible															2,620
Updox \| Non-compete agreements
Net assets acquired:
Intangible															110
Other
Business Acquisition [Line Items]
Cash															85
Rollover equity															0
Fair value of earnout															0
Total consideration															85
Net assets acquired:
Cash and cash equivalents															0
Accounts receivable, trade															0
Other receivables															0
Contract assets															0
Prepaid expenses and other current assets															0
Property and equipment															0
Other non-current assets															0
Goodwill															0
Deferred tax asset, net															0
Accounts payable															0
Other current liabilities															0
Accrued expenses and other															0
Customer deposits															0
Deferred tax liability, net															0
Deferred revenue															0
Total net assets acquired															85
Other \| Developed content and technology
Net assets acquired:
Intangible															11
Other \| Customer relationships
Net assets acquired:
Intangible															72
Other \| Trademarks and trade names
Net assets acquired:
Intangible															2
Other \| Non-compete agreements
Net assets acquired:
Intangible															$ 0

Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]
Interest expense	$ 17,100	$ 48,300
Transaction costs removed	8,400	15,600
Additional amortization expense	9,600	24,100
Total revenue	536,936	442,095
Net loss	(104,218)	(138,275)
Adjustments to net loss (see Note 13)	(15,105)	(67,811)
Net loss attributable to common stockholders	$ (119,323)	$ (206,086)
Basic and diluted net loss per share attributable to common stockholders
Basic (in dollars per share)	$ (1.01)	$ (4.94)
Diluted (in dollars per share)	$ (1.01)	$ (4.94)

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 620,746	$ 490,139	$ 337,525
United States
Disaggregation of Revenue [Line Items]
Total revenues	567,041	447,232	310,472
International
Disaggregation of Revenue [Line Items]
Total revenues	53,705	42,907	27,053
Point in time
Disaggregation of Revenue [Line Items]
Total revenues	56,056	49,338	45,589
Over time
Disaggregation of Revenue [Line Items]
Total revenues	$ 564,690	$ 440,801	$ 291,936

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivables	$ 48,032	$ 40,514
Contract assets	12,971	11,039
Deferred revenue	22,885	22,992
Customer deposits	11,360	9,828
Long-term deferred revenue	$ 2,496	$ 2,803

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue recognized	$ 23.0	$ 13.6
Cost to obtain contracts amortization period	5 years
Short-term assets	$ 6.6	4.8
Long-term assets	15.1	11.9
Sales and marketing
Disaggregation of Revenue [Line Items]
Amortization expense	4.3	2.9	$ 2.0
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization expense	$ 1.7	$ 1.0	$ 0.3

Revenue - Remaining Performance Obligations (Details) $ in Millions	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 22.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	59.00%
Remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	28.00%
Remaining performance obligation, expected timing of satisfaction	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	9.00%
Remaining performance obligation, expected timing of satisfaction	3 years

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 921,416	$ 668,151
Additions		255,723
Measurement period adjustments		293
Effect of foreign currency exchange rate changes	(6,761)	(2,751)
Ending balance	914,082	921,416
2021 Acquisitions
Goodwill [Roll Forward]
Beginning balance	255,723
Measurement period adjustments	$ (573)
Ending balance		255,723
2020 Acquisitions
Goodwill [Roll Forward]
Beginning balance		240,755
Measurement period adjustments		$ 300

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Intangible Assets - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 752,052	$ 754,414
Accumulated Amortization	346,332	245,879
Net Book Value	405,720	508,535
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	605,753	607,625
Accumulated Amortization	265,342	187,556
Net Book Value	$ 340,411	$ 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 content and technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 105,766	$ 106,162
Accumulated Amortization	59,208	42,215
Net Book Value	$ 46,558	$ 63,947
Developed content and technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Developed content and technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	12 years	12 years
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 38,131	$ 38,218
Accumulated Amortization	19,725	14,540
Net Book Value	$ 18,406	$ 23,678
Trademarks and trade names \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Trademarks and trade names \| 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	$ 2,402	$ 2,409
Accumulated Amortization	2,057	1,568
Net Book Value	$ 345	$ 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

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 101.0	$ 93.4	$ 70.6
Weighted average useful life of acquired intangible assets	9 years 7 months 6 days	10 years 6 months	11 years 4 months 24 days

Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023	$ 90,440
2024	74,298
2025	62,370
2026	48,652
2027	37,480
Thereafter	92,480
Net Book Value	$ 405,720	$ 508,535

Property and Equipment - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 24,838	$ 23,890
Less accumulated depreciation	(12,908)	(10,381)
Property and equipment, net	11,930	13,509
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	9,327	8,191
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	3,570	3,667
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 11,941	$ 12,032

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 4.1	$ 4.1	$ 4.0

Capitalized Software - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Research and Development [Abstract]
Capitalized software	$ 45,872	$ 31,960
Less accumulated amortization	(13,318)	(7,960)
Capitalized software, net	$ 32,554	$ 24,000

Capitalized Software - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Research and Development [Abstract]
Amortization	$ 5.7	$ 3.7	$ 2.4
Capitalized software abandonment	$ 1.2	$ 0.7	$ 0.0

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Extended lease term (in years)			5 years
Operating lease expense	$ 9.7
Rent expense		$ 8.9
Weighted average remaining lease term for operating leases (in years)			6 years 4 months 2 days
Operating lease, weighted average discount rate			4.80%
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]			Other non-current assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]			Accrued expenses and other
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]			Other non-current liabilities
Minimum
Lessee, Lease, Description [Line Items]
Operating lease initial terms (in years)			1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease initial terms (in years)			11 years

Leases - Lease Information (Details) $ in Thousands	12 Months Ended
Leases - Lease Information (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 7,859
Variable lease cost	1,495
Short-term lease cost	340
Total lease cost	9,694
Cash paid for amounts included in measurement of lease liabilities:
Operating cash outflows - payments on operating leases	8,010
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	772
Operating lease right-of-use assets	21,756
Current operating lease liabilities	5,239
Long-term operating lease liabilities	22,500
Total operating lease liabilities	$ 27,739

Leases - Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 6,778
2024	4,879
2025	4,438
2026	4,286
2027	3,953
Thereafter	8,555
Total lease payments	32,889
Less: imputed interest	5,150
Total present value of lease liabilities	$ 27,739

Leases - Future Minimum Lease Commitments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2023	$ 8,054
2024	6,526
2025	4,941
2026	4,705
2027	4,558
Thereafter	12,692
Total future minimum payments due	$ 41,476

Long-term debt - Summary of Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2021
Debt Instrument [Line Items]
Principal debt	$ 543,125	$ 554,146
Deferred financing costs on long-term debt	(4,900)	(5,826)
Discount on long-term debt	(1,779)	(2,193)
Total debt	536,446	546,127
Less current maturities	5,500	10,943
Long-term portion	530,946	535,184
New Term Loan \| Term loan
Debt Instrument [Line Items]
Principal debt	$ 543,125	548,625
Effective interest rate	7.32%
Principal payment as a percentage of original principal balance	0.25%
New Term Loan \| Term loan \| Base Rate Or London Interbank Offered Rate (LIBOR)
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	7.63%
New Revolver \| Revolving loans \| Base Rate Or London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread	3.25%
Subordinated Unsecured Promissory Note, Service Nation, Inc \| Subordinated unsecured promissory note
Debt Instrument [Line Items]
Principal debt	$ 0	2,866
Interest rate	8.50%
Subordinated Unsecured Promissory Note, Technique Fitness, Inc \| Subordinated unsecured promissory note
Debt Instrument [Line Items]
Principal debt	$ 0	$ 2,655
Interest rate	7.00%

Long-term debt - Narrative (Details) - USD ($)		1 Months Ended		12 Months Ended
Long-term debt - Narrative (Details) - USD ($)	Jul. 06, 2021	Oct. 31, 2022	Nov. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on extinguishment of debt				$ 0	$ 28,714,000	$ 0
Amount outstanding				536,446,000	546,127,000
Debt repaid				9,500,000	1,028,457,000	$ 55,891,000
Interest swap rate
Debt Instrument [Line Items]
Notional amount		$ 200,000,000
Agreement term		5 years
Fixed interest rate		4.2295%
Derivative liability				2,900,000
Level 2 \| Fair Value
Debt Instrument [Line Items]
Fair value				$ 531,600,000	$ 552,800,000
New Term Loan \| Term loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 350,000,000
Increase in borrowing capacity			$ 200,000,000
Debt term	7 years
Quarterly principal payment	$ 1,400,000
Term loan floating rate				4.07%
Effective interest rate				7.32%
Fixed margin rate				3.25%
New Term Loan \| Term loan \| Eurocurrency
Debt Instrument [Line Items]
Floating rate	3.00%
New Term Loan \| Term loan \| Base Rate
Debt Instrument [Line Items]
Floating rate	2.00%
New Revolver \| Revolving loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 190,000,000
Amount outstanding			35,000,000
Debt repaid			$ 190,000,000
Debt term	5 years
Effective interest rate				7.63%
New Revolver \| Revolving loans \| Eurocurrency
Debt Instrument [Line Items]
Floating rate	3.00%
New Revolver \| Revolving loans \| Base Rate
Debt Instrument [Line Items]
Floating rate	2.00%
New Revolver \| Letter of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 20,000,000
New Credit Agreement \| Line of Credit \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Floating rate	1.00%
New Credit Agreement \| Line of Credit \| Federal Reserve Bank Of New York
Debt Instrument [Line Items]
Floating rate	0.50%

Long-term debt - Maturities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 5,500
2024	5,500
2025	5,500
2026	5,500
2027	5,500
Thereafter	515,625
Total aggregate maturities of the Company’s debt	$ 543,125

Equity - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	May 20, 2021 USD ($)	May 07, 2021 USD ($)	May 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Nov. 07, 2022 USD ($)	Jun. 14, 2022 USD ($)	Jul. 06, 2021 $ / shares shares	May 05, 2021 $ / shares shares	May 04, 2021 shares
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) \| $ / shares										$ 0.00001
Proceeds from preferred stock issuance, net \| $				$ 0	$ 109,782	$ 150,170
Foreign currency translation losses, net \| $					$ 15,105	$ 67,811
Shares authorized (in shares)									2,050,000,000
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.00001	$ 0.00001				$ 0.00001
Common stock, par value (in dollars per share) \| $ / shares				$ 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
Convertible preferred stock ratio									1
Stock repurchase program with authorization \| $							$ 100,000
Repurchase and retirement of common stock (in shares)				4,951,966
Repurchase and retirement of common stock \| $				$ 42,994
Maximum
Class of Stock [Line Items]
Stock repurchase program with authorization \| $								$ 50,000
Repurchase program, additional authorized amount \| $							$ 50,000
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
Issuance of convertible preferred stock (in shares)						16,467,000
Foreign currency translation losses, net \| $					$ 15,100	$ 67,800
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		7,857,000
Proceeds from preferred stock issuance, net \| $	$ 4,200	$ 105,800	$ 109,800

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended	12 Months Ended
	Jan. 01, 2022	Jul. 06, 2021	May 20, 2021	May 07, 2021	Oct. 17, 2016	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares reserved for issuance (in shares)	5,900,000
Stock-based compensation expense							$ 26,818	$ 22,095	$ 10,721
Unrecognized compensation expense							$ 20,800
Shares granted (in shares)							1,931,000
Grant date value (in dollars per share)							$ 11.44
Proceeds from preferred stock issuance, net							$ 0	$ 109,782	$ 150,170
RSAs vested (in shares)							162,000
Vested (in dollars per share)							$ 17.00
Series C Convertible Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible shares issued (in shares)			300,000	7,600,000
Proceeds from preferred stock issuance, net			$ 4,200	$ 105,800		$ 109,800
Time-based option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period							10 years
Options granted, weighted-average grant date fair value (in dollars per share)							$ 5.76	$ 8.30	$ 1.27
Period of recognition							3 years 7 months 6 days
Time-based option \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							25.00%
Vesting period							1 year
Time-based option \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period							3 years
Performance-based option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period							10 years
Stock-based compensation expense							$ 14,900
Options granted, weighted-average grant date fair value (in dollars per share)							$ 1.29
Performance-based option \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							50.00%
Initial public offering price for awards to vest (at least) (in dollars per share)							$ 27.41
Performance-based option \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							50.00%
Initial public offering price for awards to vest (at least) (in dollars per share)							$ 36.54
Market condition-based option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, weighted-average grant date fair value (in dollars per share)								$ 6.85
Unrecognized compensation expense							$ 2,500
Period of recognition							3 months
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense							$ 19,300	$ 11,100	$ 3,100
Options exercised, intrinsic value							$ 2,300	2,100	100
Time vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years		4 years
Stock-based compensation expense							$ 6,000	1,200
Unrecognized compensation expense							$ 20,200
Period of recognition							3 years 3 days
Shares granted (in shares)											3,900,000
Grant date value (in dollars per share)											$ 0.75
Value of shares granted											$ 2,900
Time vesting RSUs \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							25.00%
Vesting period							1 year
Time vesting RSUs \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period							3 years
Funding RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense							$ 0	9,700	$ 7,000
Shares granted (in shares)										1,600,000
RSAs vested (in shares)			18,000	600,000
Vested (in dollars per share)			$ 17.00	$ 17.00
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%
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)		4,500,000
Percentage of stock outstanding		1.00%
Stock-based compensation expense							$ 1,500	$ 100
2021 Employee Stock Purchase Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)		60,000,000

Stock-Based Compensation - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Weighted-average risk-free interest rate	1.82%	0.97%	1.65%
Expected term in years	6 years 1 month 6 days	6 years 1 month 6 days	6 years 1 month 6 days
Weighted-average expected volatility	50.00%	48.00%	43.00%
Expected dividends	0.00%	0.00%	0.00%

Stock-Based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding, beginning balance (in shares)	16,444
Granted (in shares)	1,713
Exercised (in shares)	(351)
Forfeited (in shares)	(869)
Outstanding, ending balance (in shares)	16,937	16,444
Exercisable (in shares)	8,802
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 9.77
Granted (in dollars per share)	11.67
Exercised (in dollars per share)	5.19
Forfeited (in dollars per share)	13.80
Outstanding, ending balance (in dollars per share)	9.86	$ 9.77
Exercisable (in dollars per share)	$ 9.03
Outstanding, weighted-average remaining contractual term	7 years 3 months	8 years
Exercisable, weighted-average remaining contractual term	6 years 9 months 29 days
Outstanding, aggregate intrinsic value	$ 3,870	$ 101,003
Exercisable, aggregate intrinsic value	$ 3,839

Stock-Based Compensation - Restricted Stock Awards Activity (Details) - $ / shares shares in Thousands			12 Months Ended
	May 20, 2021	May 07, 2021	Dec. 31, 2022	Dec. 31, 2018	Dec. 31, 2017
Units
Granted (in shares)			1,931
Vested (in shares)			(162)
Forfeited (in shares)			(288)
Weighted-Average Grant Date Fair Value
Unvested, beginning balance (in dollars per share)			$ 17.00
Granted (in dollars per share)			11.44
Vested (in dollars per share)			17.00
Forfeited (in dollars per share)			12.89
Unvested, ending balance (in dollars per share)			$ 12.27
Funding RSAs
Units
Granted (in shares)				1,600
Vested (in shares)	(18)	(600)
Weighted-Average Grant Date Fair Value
Vested (in dollars per share)	$ 17.00	$ 17.00
Time vesting RSUs
Units
Unvested, beginning balance (in shares)			541
Granted (in shares)					3,900
Unvested, ending balance (in shares)			2,022
Weighted-Average Grant Date Fair Value
Granted (in dollars per share)					$ 0.75

Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 26,818	$ 22,095	$ 10,721
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	373	39	0
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,503	506	0
Product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,854	551	0
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 23,088	$ 20,999	$ 10,721

Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (59,816)	$ (81,966)	$ (59,954)
Accretion of Series B to redemption value	0	(15,105)	(67,811)
Net loss attributable to common stockholders, basic	(59,816)	(97,071)	(127,765)
Net loss attributable to common stockholders, diluted	$ (59,816)	$ (97,071)	$ (127,765)
Denominator:
Denominator for basic EPS – Weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	194,624,968	117,795,280	41,696,800
Denominator for diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share (in shares)	194,624,968	117,795,280	41,696,800
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.31)	$ (0.82)	$ (3.06)
Diluted net loss per share attributable to common stockholders (in dollars per share)	$ (0.31)	$ (0.82)	$ (3.06)

Net Loss Per Share Attributable to Common Stockholders - Antidilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive outstanding potential common stock (in shares)	18,959,163	16,984,483	133,451,897
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 (in shares)	18,959,163	16,984,483	16,268,357
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 (in shares)	0	0	117,183,540

Fair Value of Financial Instruments - Financial Assets and Liabilities at Fair Value On a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 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	$ 6,568	14,855
Money market \| Level 1
Asset:
Money market	6,568	14,855
Money market \| Level 2
Asset:
Money market	0	0
Money market \| Level 3
Asset:
Money market	0	$ 0
Interest swap rate
Liability:
Interest swap rate	2,893
Interest swap rate \| Level 1
Liability:
Interest swap rate	0
Interest swap rate \| Level 2
Liability:
Interest swap rate	2,893
Interest swap rate \| Level 3
Liability:
Interest swap rate	$ 0

Fair Value of Financial Instruments - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value (Details) - Fair Value, Recurring $ in Thousands	12 Months Ended
	Dec. 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

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution, percent	100.00%		25.00%
Percent of employees' gross pay (up to)	4.00%		8.00%
Contributions	$ 4.8	$ 1.5	$ 1.0

Income Taxes - Net Loss Before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (59,134)	$ (81,801)	$ (55,664)
International	(5,362)	(10,216)	(7,920)
Net loss before income tax benefit	$ (64,496)	$ (92,017)	$ (63,584)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
State	$ 1,539	$ 801	$ 369
Foreign	1,258	1,174	315
Total current	2,797	1,975	684
Deferred:
Federal	(9,034)	(12,747)	(8,993)
State	(2,743)	(2,263)	(2,104)
Foreign	(11,235)	(3,436)	(1,878)
Additions to valuation allowance	15,648	6,420
Total deferred	(7,477)	(12,026)	(4,314)
Income tax benefit	(4,680)	(10,051)	(3,630)
Federal
Deferred:
Additions to valuation allowance	12,257	6,342	8,392
Foreign
Deferred:
Additions to valuation allowance	$ 3,278	$ 78	$ 269

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses	$ 44,545	$ 50,059
163(j) interest limitation	23,363	19,698
Reserves and accrued expenses	7,258	5,592
Property and equipment depreciation	2,526	1,469
Stock-based compensation	3,753	1,531
Deferred rent	0	1,839
Lease liability	7,053	0
Other	2,555	1,793
Total deferred tax assets	91,053	81,981
Less: valuation allowance	(47,756)	(31,070)	$ (16,539)
Net deferred tax assets	43,297	50,911
Deferred tax liabilities:
Intangible assets	(38,080)	(57,836)
Property and equipment depreciation	(5,056)	(6,956)
Capitalized expenses	(3,804)	(3,091)
Operating lease right-of-use assets	(5,434)	0
Other	(614)	(844)
Total deferred tax liabilities	(52,988)	(68,727)
Net deferred tax liabilities	$ (9,691)	$ (17,816)

Income Taxes - Operating Losses and Tax Credits (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Tax credits	$ 258
Federal \| Post December 31, 2018
Operating Loss Carryforwards [Line Items]
Net operating losses	22,816
Federal \| Pre January 1, 2019
Operating Loss Carryforwards [Line Items]
Net operating losses	10,204
State
Operating Loss Carryforwards [Line Items]
Net operating losses	7,340
Foreign
Operating Loss Carryforwards [Line Items]
Net operating losses	4,185
Tax credits	$ 260

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Valuation allowance	$ 47,756	$ 31,070	$ 16,539
Decrease in income taxes if deferred tax assets realized	44,800
Valuation allowance, increase in equity	3,000
Unrecognized tax benefits that would affect the effective tax rate	400	100
Tax expense for tax holiday	$ 300	$ 200

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Valuation Allowance Roll Forward [Roll Forward]
Balance at beginning of period	$ 31,070	$ 16,539
Additions to valuation allowance	15,648	6,420
Additions recorded in acquisition accounting	0	9,816
Additions recorded as a decrease in equity	1,430	436
Reductions recorded as an increase in equity	(392)	(2,141)
Balance at end of period	$ 47,756	$ 31,070

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 134	$ 0
Gross additions based on tax positions related to the current year	230	134
Balance at end of period	$ 364	$ 134

Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Benefit at U.S. statutory rate	$ (13,544)	$ (19,324)	$ (13,353)
Change in income tax resulting from:
State income benefit, net of federal benefit	(852)	(1,916)	(1,694)
Stock-based compensation	2,961	529	1,579
Nondeductible compensation	163	2,788	0
Nondeductible transaction costs	0	509	480
Foreign rate differential	(129)	(613)	(268)
Change in valuation allowance	15,648	6,420	8,661
Intellectual property migration	(8,805)	0	0
Other	(122)	1,556	965
Income tax benefit	$ (4,680)	$ (10,051)	$ (3,630)
Benefit for income taxes at U.S. statutory rate (as a percent)	21.00%	21.00%	21.00%
Change in income tax resulting from (as a percent)
State income benefit, net of federal benefit	1.32%	2.08%	2.66%
Stock-based compensation	(4.59%)	(0.57%)	(2.48%)
Nondeductible compensation	(0.25%)	(3.03%)	0.00%
Nondeductible transaction costs	0.00%	(0.55%)	(0.75%)
Foreign rate differential	0.20%	0.67%	0.42%
Change in valuation allowance	(24.26%)	(6.98%)	(13.62%)
Intellectual property migration	13.65%	0.00%	0.00%
Other	0.19%	(1.69%)	(1.52%)
Income tax benefit	7.26%	10.93%	5.71%

Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
2023	$ 12,608
2024	12,800
2025	10,279
2026	2,125
2027	2,625
Thereafter	688
Total future minimum payments due	$ 41,125

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Sales and use tax liability	$ 11.2	$ 13.0

Geographic Areas (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
United States
Finite-Lived Intangible Assets [Line Items]
Long-lived assets	$ 36,226	$ 34,906
International
Finite-Lived Intangible Assets [Line Items]
Long-lived assets	$ 8,258	$ 2,603

Subsequent Events (Details) - Interest swap rate - USD ($)		1 Months Ended
	Mar. 14, 2023	Oct. 31, 2022
Subsequent Event [Line Items]
Notional amount		$ 200,000,000
Agreement term		5 years
Fixed interest rate		4.2295%
Subsequent Event
Subsequent Event [Line Items]
Notional amount	$ 100,000,000
Agreement term	4 years 6 months
Fixed interest rate	3.969%