Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | EverCommerce Inc. |
Entity Central Index Key | 0001853145 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||||||
Cash and cash equivalents | $ 95,588 | $ 96,035 | $ 54,859 | ||||||
Restricted cash | 2,757 | 2,303 | 2,485 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $1.0 million and $0.4 million at December 31, 2020 and 2019, respectively | 31,699 | 24,966 | 17,447 | ||||||
Contract assets | 13,595 | 9,838 | 8,421 | ||||||
Prepaid expenses and other current assets | 19,015 | 10,686 | 13,825 | ||||||
Total current assets | 162,654 | 143,828 | 97,037 | ||||||
Non-current assets: | |||||||||
Property and equipment, net | 14,080 | 14,705 | 11,700 | ||||||
Capitalized software, net | 22,692 | 16,069 | 9,865 | ||||||
Other non-current assets | 25,793 | 14,102 | 7,964 | ||||||
Intangible assets, net | 467,848 | 470,729 | 367,110 | ||||||
Goodwill | 796,218 | 668,151 | 426,568 | $ 267,668 | |||||
Total non-current assets | 1,326,631 | 1,183,756 | 823,207 | ||||||
Total assets | 1,489,285 | 1,327,584 | 920,244 | ||||||
Current liabilities: | |||||||||
Accounts payable | 9,643 | 11,131 | 4,312 | ||||||
Accrued expenses and other | 41,637 | 46,408 | 26,057 | ||||||
Deferred revenue | 21,677 | 13,621 | 11,646 | ||||||
Customer deposits | 8,384 | 8,247 | 3,430 | ||||||
Current maturities of long-term debt | 6,279 | 7,294 | 4,632 | ||||||
Total current liabilities | 87,620 | 86,701 | 50,077 | ||||||
Non-current liabilities: | |||||||||
Deferred tax liability, net | 19,632 | 10,766 | 6,208 | ||||||
Long-term deferred revenue | 2,511 | 2,297 | 2,211 | ||||||
Long-term debt, net of current maturities and deferred financing costs | 378,789 | 691,038 | 434,131 | ||||||
Other non-current liabilities | 16,936 | 17,626 | 12,127 | ||||||
Total non-current liabilities | 417,868 | 721,727 | 454,677 | ||||||
Total liabilities | 505,488 | 808,428 | 504,754 | ||||||
Commitments and contingencies (Note 16) | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | 0 | 908,310 | $ 783,383 | $ 716,539 | $ 703,434 | 690,329 | |||
Stockholders' deficit: | |||||||||
Preferred stock | 0 | 0 | |||||||
Common stock, $0.00001 par value, 185,000,000 and 175,000,000 shares authorized and 43,073,327 and 40,730,288 shares issued and outstanding at December 31, 2020 and 2019, respectively | 2 | 0 | 0 | ||||||
Accumulated other comprehensive income | (972) | 1,546 | 342 | ||||||
Additional paid-in capital | 1,493,266 | 40,564 | 96,129 | ||||||
Accumulated deficit | (508,499) | (431,264) | (371,310) | ||||||
Total stockholders' equity (deficit) | 983,797 | $ (429,830) | $ (417,657) | (389,154) | (348,144) | (333,559) | (308,183) | (274,839) | (22,158) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 1,489,285 | 1,327,584 | 920,244 | ||||||
Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | 0 | 760,151 | 760,151 | 745,046 | 620,119 | 553,275 | 540,170 | 527,065 | 0 |
Series A Convertible Preferred Stock | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | $ 0 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 384,519 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (FY) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | May 05, 2021 | May 04, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 1.8 | $ 1 | $ 0.4 | |||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | |||||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 140,000,000 | 140,000,000 | 125,000,000 | ||||||||
Convertible preferred stock, shares issued (in shares) | 0 | |||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 185,000,000 | 175,000,000 | 90,000,000 | |||||||
Common stock, shares issued (in shares) | 195,356,459 | 43,073,327 | 40,730,288 | |||||||||
Common stock, shares outstanding (in shares) | 195,356,459 | 43,073,327 | 40,730,288 | 18,252,000 | ||||||||
Series B Convertible Preferred Stock | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Convertible preferred stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | 65,000,000 | |||||||||
Convertible preferred stock, shares issued (in shares) | 72,225,754 | 55,758,557 | ||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 72,226,000 | 72,226,000 | 72,225,754 | 61,590,000 | 55,759,000 | 55,759,000 | 55,758,557 | 0 | |||
Convertible preferred stock, liquidation preference | $ 745 | $ 527.1 | ||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Convertible preferred stock, shares issued (in shares) | 44,957,786 | 44,957,786 | ||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 44,958,000 | 44,958,000 | 44,957,786 | 44,958,000 | 44,958,000 | 44,958,000 | 44,957,786 | 106,301,000 | |||
Convertible preferred stock, liquidation preference | $ 163.3 | $ 163.3 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (FY) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||||||||
Total revenues | $ 128,534 | $ 89,151 | $ 354,490 | $ 245,521 | $ 337,525 | $ 242,142 | ||||
Operating expenses: | ||||||||||
Cost of revenues (exclusive of depreciation and amortization presented separately below) | 42,958 | 29,480 | 119,488 | 86,372 | 115,020 | 73,098 | ||||
Sales and marketing | 25,156 | 12,072 | 67,647 | 36,305 | 50,246 | 46,264 | ||||
Product development | 12,711 | 7,622 | 35,083 | 22,282 | 30,386 | 26,124 | ||||
General and administrative | 25,779 | 17,087 | 79,796 | 56,388 | 87,068 | 97,962 | ||||
Depreciation and amortization | 25,996 | 19,152 | 73,917 | 55,300 | 76,844 | 52,949 | ||||
Total operating expenses | 132,600 | 85,413 | 375,931 | 256,647 | 359,564 | 296,397 | ||||
Operating loss | (4,066) | 3,738 | (21,441) | (11,126) | (22,039) | (54,255) | ||||
Interest and other expense, net | (5,148) | (9,756) | (31,262) | (30,653) | (41,545) | (40,004) | ||||
Loss on debt extinguishment | (28,714) | 0 | (28,714) | 0 | 0 | (15,518) | ||||
Net loss before income tax benefit | (37,928) | (6,018) | (81,417) | (41,779) | (63,584) | (109,777) | ||||
Income tax benefit | 1,022 | 574 | 4,182 | 2,748 | 3,630 | 16,032 | ||||
Net loss | (36,906) | $ (24,334) | $ (15,995) | (5,444) | $ (13,685) | $ (19,902) | (77,235) | (39,031) | (59,954) | (93,745) |
Other comprehensive income: | ||||||||||
Foreign currency translation gains, net | (3,430) | 369 | 543 | 896 | 427 | (1,851) | (2,518) | (528) | 1,204 | 530 |
Comprehensive loss | (40,336) | (4,548) | (79,753) | (39,559) | (58,750) | (93,215) | ||||
Net loss attributable to common stockholders: | ||||||||||
Net loss | (36,906) | $ (24,334) | $ (15,995) | (5,444) | $ (13,685) | $ (19,902) | (77,235) | (39,031) | (59,954) | (93,745) |
Adjustments to net loss (see Note 12) | (67,811) | (289,336) | ||||||||
Net loss attributable to common stockholders, basic | $ (36,906) | $ (19,130) | $ (92,340) | $ (78,927) | $ (127,765) | $ (383,081) | ||||
Net loss per share attributable to common stockholders: | ||||||||||
Basic (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Diluted (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share attributable to common stockholders: | ||||||||||
Basic (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Diluted (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Subscription and transaction fees | ||||||||||
Revenues: | ||||||||||
Total revenues | $ 91,788 | $ 60,017 | $ 252,119 | $ 168,413 | $ 232,931 | $ 187,970 | ||||
Marketing technology solutions | ||||||||||
Revenues: | ||||||||||
Total revenues | 31,610 | 24,359 | 88,974 | 62,738 | 86,331 | 37,521 | ||||
Other | ||||||||||
Revenues: | ||||||||||
Total revenues | $ 5,136 | $ 4,775 | $ 13,397 | $ 14,370 | $ 18,263 | $ 16,651 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (FY) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | 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, 2018 | 0 | 106,301,000 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 384,519 | $ 0 | $ 384,519 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock (in shares) | 17,759,000 | 0 | ||||||||
Issuance of convertible preferred stock, net | 161,660 | $ 161,660 | $ 0 | |||||||
Equity issuance costs, net of tax benefit | (23,815) | $ (23,815) | $ 0 | |||||||
Conversion of Preferred A to Common (in shares) | (61,343,000) | |||||||||
Conversion of Preferred A to Common | (221,255) | $ (221,255) | ||||||||
Conversion of Common to Preferred B (in shares) | 38,000,000 | 0 | ||||||||
Conversion of Common to Preferred B | 347,094 | $ 347,094 | $ 0 | |||||||
Accretion of Series B convertible preferred stock to redemption value | $ 42,126 | 42,126 | $ 42,126 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Ending balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 163,264 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 18,252,000 | |||||||||
Beginning balance at Dec. 31, 2018 | (22,158) | $ 0 | $ 16,310 | $ (38,280) | $ (188) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Series B convertible preferred stock | 0 | |||||||||
Equity issuance costs, net of tax benefit | $ (601) | (601) | ||||||||
Conversion of Series A to Common (in shares) | 61,343,000 | 61,343,000 | ||||||||
Conversion of Preferred A to Common | $ 221,255 | $ 1 | 298,126 | (76,872) | ||||||
Conversion of Common Stock to Preferred B (in shares) | (38,000,000) | |||||||||
Conversion of Common Stock to Preferred B | $ (347,094) | $ (1) | (184,680) | (162,413) | ||||||
Rollover equity in consideration of net assets acquired (in shares) | 464,000 | 464,000 | ||||||||
Rollover equity in consideration of net assets acquired | $ 1,736 | 1,736 | ||||||||
Stock-based compensation (in shares) | 975,000 | |||||||||
Stock-based compensation | $ 30,079 | 30,079 | ||||||||
Stock option exercises (in shares) | 270,000 | 270,000 | ||||||||
Stock option exercises | $ 793 | 793 | ||||||||
Repurchase of common stock (in shares) | (2,573,000) | |||||||||
Repurchase of common stock | (23,508) | (23,508) | ||||||||
Foreign currency translation gains, net | 530 | 530 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (42,126) | (42,126) | ||||||||
Net loss | (93,745) | (93,745) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Ending balance at Dec. 31, 2019 | (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 13,105 | $ 13,105 | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 55,759,000 | 44,958,000 | ||||||||
Ending balance at Mar. 31, 2020 | 703,434 | $ 540,170 | $ 163,264 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 127,000 | |||||||||
Rollover equity in consideration of net assets acquired | 618 | 618 | ||||||||
Stock-based compensation (in shares) | 244,000 | |||||||||
Stock-based compensation | 846 | 846 | ||||||||
Stock option exercises (in shares) | 44,000 | |||||||||
Stock option exercises | 50 | 50 | ||||||||
Foreign currency translation gains, net | (1,851) | (1,851) | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,105) | (13,105) | ||||||||
Net loss | (19,902) | (19,902) | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 41,146,000 | |||||||||
Ending balance at Mar. 31, 2020 | (308,183) | $ 0 | 84,538 | (391,212) | (1,509) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Beginning balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 163,264 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 39,897 | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 61,590,000 | 44,958,000 | ||||||||
Ending balance at Sep. 30, 2020 | 783,383 | $ 620,119 | $ 163,264 | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Beginning balance at Dec. 31, 2019 | (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired | 745 | |||||||||
Foreign currency translation gains, net | (528) | |||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (39,900) | |||||||||
Net loss | (39,031) | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 42,097,000 | |||||||||
Ending balance at Sep. 30, 2020 | (348,144) | $ 0 | 62,383 | (410,341) | (186) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Beginning balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 163,264 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock (in shares) | 16,467,000 | |||||||||
Issuance of convertible preferred stock, net | 150,250 | $ 150,250 | ||||||||
Equity issuance costs, net of tax benefit | (80) | $ (80) | ||||||||
Conversion of Preferred A to Common (in shares) | 0 | |||||||||
Conversion of Common to Preferred B (in shares) | 0 | |||||||||
Accretion of Series B convertible preferred stock to redemption value | 67,811 | 67,811 | $ 67,811 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Ending balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Beginning balance at Dec. 31, 2019 | (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Series B convertible preferred stock | 0 | |||||||||
Equity issuance costs, net of tax benefit | $ 0 | |||||||||
Conversion of Series A to Common (in shares) | 0 | |||||||||
Rollover equity in consideration of net assets acquired (in shares) | 222,000 | 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 | 84,000 | ||||||||
Stock option exercises | $ 206 | 206 | ||||||||
Foreign currency translation gains, net | 1,204 | 1,204 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (67,811) | (67,811) | ||||||||
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 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 55,759,000 | 44,958,000 | ||||||||
Beginning balance at Mar. 31, 2020 | 703,434 | $ 540,170 | $ 163,264 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 13,105 | $ 13,105 | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 55,759,000 | 44,958,000 | ||||||||
Ending balance at Jun. 30, 2020 | 716,539 | $ 553,275 | $ 163,264 | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 41,146,000 | |||||||||
Beginning balance at Mar. 31, 2020 | (308,183) | $ 0 | 84,538 | (391,212) | (1,509) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation (in shares) | 244,000 | |||||||||
Stock-based compensation | 981 | 981 | ||||||||
Stock option exercises (in shares) | 4,000 | |||||||||
Stock option exercises | 6 | 6 | ||||||||
Foreign currency translation gains, net | 427 | 427 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,105) | (13,105) | ||||||||
Net loss | (13,685) | (13,685) | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 41,394,000 | |||||||||
Ending balance at Jun. 30, 2020 | $ (333,559) | $ 0 | 72,420 | (404,897) | (1,082) | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock (in shares) | 5,831,000 | |||||||||
Issuance of convertible preferred stock, net | $ 53,157 | |||||||||
Accretion of Series B convertible preferred stock to redemption value | 13,687 | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 61,590,000 | 44,958,000 | ||||||||
Ending balance at Sep. 30, 2020 | $ 783,383 | $ 620,119 | $ 163,264 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 22,000 | |||||||||
Rollover equity in consideration of net assets acquired | $ 127 | |||||||||
Stock-based compensation (in shares) | 669,000 | |||||||||
Stock-based compensation | $ 3,470 | |||||||||
Stock option exercises (in shares) | 12,000 | |||||||||
Stock option exercises | $ 53 | |||||||||
Foreign currency translation gains, net | 896 | |||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,687) | $ (13,700) | ||||||||
Net loss | (5,444) | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 42,097,000 | |||||||||
Ending balance at Sep. 30, 2020 | (348,144) | $ 0 | 62,383 | (410,341) | (186) | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Beginning balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 15,105 | $ 15,105 | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 72,226,000 | 0 | 44,958,000 | |||||||
Ending balance at Mar. 31, 2021 | 923,415 | $ 760,151 | $ 0 | $ 163,264 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 43,074,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (389,154) | $ 0 | $ 0 | 40,564 | (431,264) | 1,546 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 45,000 | |||||||||
Rollover equity in consideration of net assets acquired | 416 | 416 | ||||||||
Stock option exercises (in shares) | 223,000 | |||||||||
Stock option exercises | 735 | 735 | ||||||||
Foreign currency translation gains, net | 543 | 543 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (15,105) | (15,105) | ||||||||
Net loss | (15,995) | (15,995) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 43,342,000 | ||||||||
Ending balance at Mar. 31, 2021 | (417,657) | $ 0 | $ 0 | 27,513 | (447,259) | 2,089 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Beginning balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 15,105 | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 43,074,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (389,154) | $ 0 | $ 0 | 40,564 | (431,264) | 1,546 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired | 726 | |||||||||
Foreign currency translation gains, net | (2,518) | |||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (15,100) | |||||||||
Net loss | (77,235) | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 195,356,000 | ||||||||
Ending balance at Sep. 30, 2021 | 983,797 | $ 0 | $ 2 | 1,493,266 | (508,499) | (972) | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 72,226,000 | 0 | 44,958,000 | |||||||
Beginning balance at Mar. 31, 2021 | 923,415 | $ 760,151 | $ 0 | $ 163,264 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock (in shares) | 7,857,000 | |||||||||
Issuance of convertible preferred stock, net | 109,782 | $ 109,782 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 72,226,000 | 7,857,000 | 44,958,000 | |||||||
Ending balance at Jun. 30, 2021 | 1,033,197 | $ 760,151 | $ 109,782 | $ 163,264 | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 43,342,000 | ||||||||
Beginning balance at Mar. 31, 2021 | (417,657) | $ 0 | $ 0 | 27,513 | (447,259) | 2,089 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired | 310 | 310 | ||||||||
Stock-based compensation (in shares) | 571,000 | |||||||||
Stock-based compensation | 11,201 | 11,201 | ||||||||
Stock option exercises (in shares) | 84,000 | |||||||||
Stock option exercises | 281 | 281 | ||||||||
Foreign currency translation gains, net | 369 | 369 | ||||||||
Net loss | (24,334) | (24,334) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 43,997,000 | ||||||||
Ending balance at Jun. 30, 2021 | $ (429,830) | $ 0 | $ 0 | 39,305 | (471,593) | 2,458 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Conversion of Preferred A to Common (in shares) | (72,226,000) | (7,857,000) | (44,958,000) | |||||||
Conversion of Preferred A to Common | (1,033,197) | $ (760,151) | $ (109,782) | $ (163,264) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Series B convertible preferred stock | 340,884 | 340,884 | ||||||||
Conversion of Series A to Common (in shares) | 125,041,000 | |||||||||
Conversion of Preferred A to Common | 1,033,197 | $ 2 | 1,033,195 | |||||||
Stock option exercises (in shares) | 24,000 | |||||||||
Stock option exercises | 137 | 137 | ||||||||
Foreign currency translation gains, net | (3,430) | (3,430) | ||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (13,700) | |||||||||
Net loss | (36,906) | (36,906) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 195,356,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 983,797 | $ 0 | $ 2 | $ 1,493,266 | $ (508,499) | $ (972) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by (used in) operating activities: | ||
Net loss | $ (59,954) | $ (93,745) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss on debt extinguishment | 0 | 7,235 |
Loss on debt extinguishment | 0 | 15,518 |
Depreciation and amortization | 76,844 | 52,949 |
Amortization of discount on long-term debt | 3,899 | 2,031 |
Deferred taxes | (4,314) | (15,971) |
Bad debt expense | 1,715 | 843 |
Paid-in-kind interest on long-term debt | 382 | 1,356 |
Stock-based compensation | 10,721 | 30,079 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable, net | (516) | (3,008) |
Prepaid expenses and other current assets | 4,952 | (4,773) |
Other non-current assets | (4,168) | (4,409) |
Accounts payable | 2,886 | 1,127 |
Accrued expenses and other | 13,239 | 6,689 |
Deferred revenue | 736 | 6,086 |
Customer deposits and other long-term liabilities | 9,005 | 10,218 |
Net cash provided by (used in) operating activities | 57,539 | (613) |
Cash flows used in investing activities: | ||
Purchases of property and equipment | (4,525) | (7,665) |
Capitalization of software costs | (8,552) | (5,660) |
Payment of contingent consideration | (2,000) | 0 |
Acquisition of companies, net of cash acquired | (403,231) | (310,454) |
Net cash used in investing activities | (418,308) | (323,779) |
Cash flows provided by financing activities: | ||
Debt extinguishment | 0 | (472,332) |
Payments on long-term debt | (55,891) | (2,563) |
Proceeds from long-term debt | 314,668 | 688,391 |
Deferred financing costs | (7,303) | (18,350) |
Exercise of stock options | 206 | 793 |
Proceeds from preferred stock issuance | 150,250 | 161,660 |
Repurchase of stock | 0 | (23,508) |
Equity issuance costs | (80) | (24,417) |
Net cash provided by financing activities | 401,850 | 309,674 |
Effect of foreign currency exchange rate changes on cash | (87) | (301) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 40,994 | (15,019) |
Cash and cash equivalents and restricted cash: | ||
Beginning of period | 57,344 | 72,363 |
End of period | 98,338 | 57,344 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 35,219 | 33,983 |
Cash paid for income taxes | 736 | 337 |
Supplemental disclosures of noncash investing and financing activities: | ||
Rollover equity in consideration of net assets acquired | 1,319 | 1,736 |
Fair value of earnout in consideration of net assets acquired | 3,471 | 1,844 |
Accretion of Series B convertible preferred stock to redemption value | 67,811 | 42,126 |
Capital expenditures acquired, included in accounts payable | 0 | 1,630 |
Long-term Debt | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing costs on long-term debt | 195 | 1,404 |
Credit Facility | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing costs on long-term debt | $ 1,917 | $ 1,276 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) (Q3) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||||||||
Cash and cash equivalents | $ 95,588 | $ 96,035 | $ 54,859 | ||||||
Restricted cash | 2,757 | 2,303 | 2,485 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $1.0 million and $0.4 million at December 31, 2020 and 2019, respectively | 31,699 | 24,966 | 17,447 | ||||||
Contract assets | 13,595 | 9,838 | 8,421 | ||||||
Prepaid expenses and other current assets | 19,015 | 10,686 | 13,825 | ||||||
Total current assets | 162,654 | 143,828 | 97,037 | ||||||
Non-current assets: | |||||||||
Property and equipment, net | 14,080 | 14,705 | 11,700 | ||||||
Capitalized software, net | 22,692 | 16,069 | 9,865 | ||||||
Other non-current assets | 25,793 | 14,102 | 7,964 | ||||||
Intangible assets, net | 467,848 | 470,729 | 367,110 | ||||||
Goodwill | 796,218 | 668,151 | 426,568 | $ 267,668 | |||||
Total non-current assets | 1,326,631 | 1,183,756 | 823,207 | ||||||
Total assets | 1,489,285 | 1,327,584 | 920,244 | ||||||
Current liabilities: | |||||||||
Accounts payable | 9,643 | 11,131 | 4,312 | ||||||
Accrued expenses and other | 41,637 | 46,408 | 26,057 | ||||||
Deferred revenue | 21,677 | 13,621 | 11,646 | ||||||
Customer deposits | 8,384 | 8,247 | 3,430 | ||||||
Current maturities of long-term debt | 6,279 | 7,294 | 4,632 | ||||||
Total current liabilities | 87,620 | 86,701 | 50,077 | ||||||
Non-current liabilities: | |||||||||
Deferred tax liability, net | 19,632 | 10,766 | 6,208 | ||||||
Long-term deferred revenue | 2,511 | 2,297 | 2,211 | ||||||
Long-term debt, net of current maturities and deferred financing costs | 378,789 | 691,038 | 434,131 | ||||||
Other non-current liabilities | 16,936 | 17,626 | 12,127 | ||||||
Total non-current liabilities | 417,868 | 721,727 | 454,677 | ||||||
Total liabilities | 505,488 | 808,428 | 504,754 | ||||||
Commitments and contingencies (Note 15) | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | 0 | 908,310 | $ 783,383 | $ 716,539 | $ 703,434 | 690,329 | |||
Stockholders' deficit: | |||||||||
Preferred stock, $0.00001 par value, 50,000,000 shares authorized and no shares issued or outstanding as of September 30, 2021 | 0 | 0 | |||||||
Common stock, $0.00001 par value, 2,000,000,000 and 185,000,000 shares authorized and 195,356,459 and 43,073,327 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 2 | 0 | 0 | ||||||
Accumulated other comprehensive income (loss) | (972) | 1,546 | 342 | ||||||
Additional paid-in capital | 1,493,266 | 40,564 | 96,129 | ||||||
Accumulated deficit | (508,499) | (431,264) | (371,310) | ||||||
Total stockholders' equity (deficit) | 983,797 | $ (429,830) | $ (417,657) | (389,154) | (348,144) | (333,559) | (308,183) | (274,839) | (22,158) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 1,489,285 | 1,327,584 | 920,244 | ||||||
Series B Convertible Preferred Stock | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | 0 | 760,151 | 760,151 | 745,046 | 620,119 | 553,275 | 540,170 | 527,065 | 0 |
Series A Convertible Preferred Stock | |||||||||
Convertible Preferred Stock: | |||||||||
Total convertible preferred stock | $ 0 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 163,264 | $ 384,519 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Q3) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | May 05, 2021 | May 04, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 1.8 | $ 1 | $ 0.4 | ||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | ||||||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 140,000,000 | 140,000,000 | 125,000,000 | |||||||||
Convertible preferred stock, shares issued (in shares) | 0 | ||||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||||
Preferred stock, shares issued (in shares) | 0 | 5,200,000 | 63,000 | ||||||||||
Preferred stock shares outstanding (in shares) | 0 | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 185,000,000 | 175,000,000 | 90,000,000 | ||||||||
Common stock, shares issued (in shares) | 195,356,459 | 43,073,327 | 40,730,288 | ||||||||||
Common stock, shares outstanding (in shares) | 195,356,459 | 43,073,327 | 40,730,288 | 18,252,000 | |||||||||
Series B Convertible Preferred Stock | |||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Convertible preferred stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | 65,000,000 | ||||||||||
Convertible preferred stock, shares issued (in shares) | 72,225,754 | 55,758,557 | |||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 72,226,000 | 72,226,000 | 72,225,754 | 61,590,000 | 55,759,000 | 55,759,000 | 55,758,557 | 0 | ||||
Convertible preferred stock, liquidation preference | $ 745 | $ 527.1 | |||||||||||
Preferred stock, shares authorized (in shares) | 75,000,000 | 65,000,000 | 10,000,000 | ||||||||||
Preferred stock shares outstanding (in shares) | 72,226,000 | 55,759,000 | 0 | ||||||||||
Series A Convertible Preferred Stock | |||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Convertible preferred stock, shares issued (in shares) | 44,957,786 | 44,957,786 | |||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 44,958,000 | 44,958,000 | 44,957,786 | 44,958,000 | 44,958,000 | 44,958,000 | 44,957,786 | 106,301,000 | ||||
Convertible preferred stock, liquidation preference | $ 163.3 | $ 163.3 | |||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 140,000,000 | ||||||||||
Preferred stock shares outstanding (in shares) | 44,958,000 | 44,958,000 | 106,301,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (Q3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||||||||
Total revenues | $ 128,534 | $ 89,151 | $ 354,490 | $ 245,521 | $ 337,525 | $ 242,142 | ||||
Operating expenses: | ||||||||||
Cost of revenues (exclusive of depreciation and amortization presented separately below) | 42,958 | 29,480 | 119,488 | 86,372 | 115,020 | 73,098 | ||||
Sales and marketing | 25,156 | 12,072 | 67,647 | 36,305 | 50,246 | 46,264 | ||||
Product development | 12,711 | 7,622 | 35,083 | 22,282 | 30,386 | 26,124 | ||||
General and administrative | 25,779 | 17,087 | 79,796 | 56,388 | 87,068 | 97,962 | ||||
Depreciation and amortization | 25,996 | 19,152 | 73,917 | 55,300 | 76,844 | 52,949 | ||||
Total operating expenses | 132,600 | 85,413 | 375,931 | 256,647 | 359,564 | 296,397 | ||||
Operating loss | (4,066) | 3,738 | (21,441) | (11,126) | (22,039) | (54,255) | ||||
Interest and other expense, net | (5,148) | (9,756) | (31,262) | (30,653) | (41,545) | (40,004) | ||||
Loss on debt extinguishment | (28,714) | 0 | (28,714) | 0 | 0 | (15,518) | ||||
Net loss before income tax benefit | (37,928) | (6,018) | (81,417) | (41,779) | (63,584) | (109,777) | ||||
Income tax benefit | 1,022 | 574 | 4,182 | 2,748 | 3,630 | 16,032 | ||||
Net loss | (36,906) | $ (24,334) | $ (15,995) | (5,444) | $ (13,685) | $ (19,902) | (77,235) | (39,031) | (59,954) | (93,745) |
Other comprehensive income: | ||||||||||
Foreign currency translation gains, net | (3,430) | 369 | 543 | 896 | 427 | (1,851) | (2,518) | (528) | 1,204 | 530 |
Comprehensive loss | (40,336) | (4,548) | (79,753) | (39,559) | (58,750) | (93,215) | ||||
Net loss attributable to common stockholders: | ||||||||||
Net loss | (36,906) | $ (24,334) | $ (15,995) | (5,444) | $ (13,685) | $ (19,902) | (77,235) | (39,031) | (59,954) | (93,745) |
Adjustments to net loss (see Note 12) | 0 | (13,686) | (15,105) | (39,896) | (67,811) | (42,126) | ||||
Net loss attributable to common stockholders, basic | (36,906) | (19,130) | (92,340) | (78,927) | (127,765) | (383,081) | ||||
Net loss attributable to common stockholders, diluted | $ (36,906) | $ (19,130) | $ (92,340) | $ (78,927) | $ (127,765) | $ (383,081) | ||||
Net loss per share attributable to common stockholders: | ||||||||||
Basic (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Diluted (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Weighted-average shares of common stock outstanding used in computing net loss per share attributable to common stockholders: | ||||||||||
Basic (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Diluted (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Subscription and transaction fees | ||||||||||
Revenues: | ||||||||||
Total revenues | $ 91,788 | $ 60,017 | $ 252,119 | $ 168,413 | $ 232,931 | $ 187,970 | ||||
Marketing technology solutions | ||||||||||
Revenues: | ||||||||||
Total revenues | 31,610 | 24,359 | 88,974 | 62,738 | 86,331 | 37,521 | ||||
Other | ||||||||||
Revenues: | ||||||||||
Total revenues | $ 5,136 | $ 4,775 | $ 13,397 | $ 14,370 | $ 18,263 | $ 16,651 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) (Q3) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | 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, 2018 | 0 | 106,301,000 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 384,519 | $ 0 | $ 384,519 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 42,126 | 42,126 | $ 42,126 | |||||||
Issuance of convertible preferred stock (in shares) | 17,759,000 | 0 | ||||||||
Issuance of convertible preferred stock, net | 161,660 | $ 161,660 | $ 0 | |||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares) | (61,343,000) | |||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering | (221,255) | $ (221,255) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Ending balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 163,264 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 18,252,000 | |||||||||
Beginning balance at Dec. 31, 2018 | $ (22,158) | $ 0 | $ 16,310 | $ (38,280) | $ (188) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 464,000 | 464,000 | ||||||||
Rollover equity | $ 1,736 | 1,736 | ||||||||
Stock-based compensation (in shares) | 975,000 | |||||||||
Stock-based compensation | $ 30,079 | 30,079 | ||||||||
Stock option exercises (in shares) | 270,000 | 270,000 | ||||||||
Stock option exercises | $ 793 | 793 | ||||||||
Foreign currency translation gains, net | 530 | 530 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (42,126) | (42,126) | ||||||||
Net loss | $ (93,745) | (93,745) | ||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares) | 61,343,000 | 61,343,000 | ||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering | $ 221,255 | $ 1 | 298,126 | (76,872) | ||||||
Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriters fees of $31,102 | 0 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Ending balance at Dec. 31, 2019 | (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 13,105 | $ 13,105 | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 55,759,000 | 44,958,000 | ||||||||
Ending balance at Mar. 31, 2020 | 703,434 | $ 540,170 | $ 163,264 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 127,000 | |||||||||
Rollover equity | 618 | 618 | ||||||||
Stock-based compensation (in shares) | 244,000 | |||||||||
Stock-based compensation | 846 | 846 | ||||||||
Stock option exercises (in shares) | 44,000 | |||||||||
Stock option exercises | 50 | 50 | ||||||||
Foreign currency translation gains, net | (1,851) | (1,851) | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,105) | (13,105) | ||||||||
Net loss | (19,902) | (19,902) | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 41,146,000 | |||||||||
Ending balance at Mar. 31, 2020 | (308,183) | $ 0 | 84,538 | (391,212) | (1,509) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Beginning balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 163,264 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 39,897 | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 61,590,000 | 44,958,000 | ||||||||
Ending balance at Sep. 30, 2020 | 783,383 | $ 620,119 | $ 163,264 | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Beginning balance at Dec. 31, 2019 | (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity | 745 | |||||||||
Foreign currency translation gains, net | (528) | |||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (39,900) | |||||||||
Net loss | (39,031) | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 42,097,000 | |||||||||
Ending balance at Sep. 30, 2020 | (348,144) | $ 0 | 62,383 | (410,341) | (186) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,758,557 | 44,957,786 | ||||||||
Beginning balance at Dec. 31, 2019 | 690,329 | 690,329 | $ 527,065 | $ 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 | ||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares) | 0 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Ending balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 40,731,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ (274,839) | $ 0 | 96,129 | (371,310) | 342 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 222,000 | 222,000 | ||||||||
Rollover equity | $ 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 | 84,000 | ||||||||
Stock option exercises | $ 206 | 206 | ||||||||
Foreign currency translation gains, net | 1,204 | 1,204 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (67,811) | (67,811) | ||||||||
Net loss | $ (59,954) | (59,954) | ||||||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares) | 0 | |||||||||
Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriters fees of $31,102 | $ 0 | |||||||||
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 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 55,759,000 | 44,958,000 | ||||||||
Beginning balance at Mar. 31, 2020 | 703,434 | $ 540,170 | $ 163,264 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 13,105 | $ 13,105 | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 55,759,000 | 44,958,000 | ||||||||
Ending balance at Jun. 30, 2020 | 716,539 | $ 553,275 | $ 163,264 | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 41,146,000 | |||||||||
Beginning balance at Mar. 31, 2020 | (308,183) | $ 0 | 84,538 | (391,212) | (1,509) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation (in shares) | 244,000 | |||||||||
Stock-based compensation | 981 | 981 | ||||||||
Stock option exercises (in shares) | 4,000 | |||||||||
Stock option exercises | 6 | 6 | ||||||||
Foreign currency translation gains, net | 427 | 427 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,105) | (13,105) | ||||||||
Net loss | (13,685) | (13,685) | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 41,394,000 | |||||||||
Ending balance at Jun. 30, 2020 | (333,559) | $ 0 | 72,420 | (404,897) | (1,082) | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 13,687 | |||||||||
Issuance of convertible preferred stock (in shares) | 5,831,000 | |||||||||
Issuance of convertible preferred stock, net | $ 53,157 | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 61,590,000 | 44,958,000 | ||||||||
Ending balance at Sep. 30, 2020 | $ 783,383 | $ 620,119 | $ 163,264 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 22,000 | |||||||||
Rollover equity | $ 127 | |||||||||
Stock-based compensation (in shares) | 669,000 | |||||||||
Stock-based compensation | $ 3,470 | |||||||||
Stock option exercises (in shares) | 12,000 | |||||||||
Stock option exercises | $ 53 | |||||||||
Foreign currency translation gains, net | 896 | |||||||||
Accretion of Series B convertible preferred stock to redemption value | (13,687) | $ (13,700) | ||||||||
Net loss | (5,444) | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 42,097,000 | |||||||||
Ending balance at Sep. 30, 2020 | (348,144) | $ 0 | 62,383 | (410,341) | (186) | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Beginning balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | 15,105 | $ 15,105 | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 72,226,000 | 0 | 44,958,000 | |||||||
Ending balance at Mar. 31, 2021 | 923,415 | $ 760,151 | $ 0 | $ 163,264 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 43,074,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (389,154) | $ 0 | $ 0 | 40,564 | (431,264) | 1,546 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity in consideration of net assets acquired (in shares) | 45,000 | |||||||||
Rollover equity | 416 | 416 | ||||||||
Stock-based compensation | 903 | 903 | ||||||||
Stock option exercises (in shares) | 223,000 | |||||||||
Stock option exercises | 735 | 735 | ||||||||
Foreign currency translation gains, net | 543 | 543 | ||||||||
Accretion of Series B convertible preferred stock to redemption value | (15,105) | (15,105) | ||||||||
Net loss | (15,995) | (15,995) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 43,342,000 | ||||||||
Ending balance at Mar. 31, 2021 | (417,657) | $ 0 | $ 0 | 27,513 | (447,259) | 2,089 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,225,754 | 0 | 44,957,786 | |||||||
Beginning balance at Dec. 31, 2020 | 908,310 | 908,310 | $ 745,046 | $ 0 | $ 163,264 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 15,105 | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 43,074,000 | ||||||||
Beginning balance at Dec. 31, 2020 | (389,154) | $ 0 | $ 0 | 40,564 | (431,264) | 1,546 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity | 726 | |||||||||
Foreign currency translation gains, net | (2,518) | |||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (15,100) | |||||||||
Net loss | (77,235) | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 195,356,000 | ||||||||
Ending balance at Sep. 30, 2021 | 983,797 | $ 0 | $ 2 | 1,493,266 | (508,499) | (972) | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 72,226,000 | 0 | 44,958,000 | |||||||
Beginning balance at Mar. 31, 2021 | 923,415 | $ 760,151 | $ 0 | $ 163,264 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock (in shares) | 7,857,000 | |||||||||
Issuance of convertible preferred stock, net | 109,782 | $ 109,782 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 72,226,000 | 7,857,000 | 44,958,000 | |||||||
Ending balance at Jun. 30, 2021 | 1,033,197 | $ 760,151 | $ 109,782 | $ 163,264 | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 43,342,000 | ||||||||
Beginning balance at Mar. 31, 2021 | (417,657) | $ 0 | $ 0 | 27,513 | (447,259) | 2,089 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Rollover equity | 310 | 310 | ||||||||
Stock-based compensation (in shares) | 571,000 | |||||||||
Stock-based compensation | 11,201 | 11,201 | ||||||||
Stock option exercises (in shares) | 84,000 | |||||||||
Stock option exercises | 281 | 281 | ||||||||
Foreign currency translation gains, net | 369 | 369 | ||||||||
Net loss | (24,334) | (24,334) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 43,997,000 | ||||||||
Ending balance at Jun. 30, 2021 | $ (429,830) | $ 0 | $ 0 | 39,305 | (471,593) | 2,458 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
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 Sep. 30, 2021 | 0 | 0 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 4,745 | 4,745 | ||||||||
Stock option exercises (in shares) | 24,000 | |||||||||
Stock option exercises | 137 | 137 | ||||||||
Foreign currency translation gains, net | (3,430) | (3,430) | ||||||||
Accretion of Series B convertible preferred stock to redemption value | $ (13,700) | |||||||||
Net loss | (36,906) | (36,906) | ||||||||
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 $31,102 (in shares) | 21,882,000 | |||||||||
Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriters fees of $31,102 | 340,884 | 340,884 | ||||||||
Issuance of common stock in a preferred placement (in shares) | 4,412,000 | |||||||||
Issuance of common stock in a preferred placement | 75,000 | 75,000 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 195,356,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 983,797 | $ 0 | $ 2 | $ 1,493,266 | $ (508,499) | $ (972) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) (Q3) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Stock issuance costs | $ 31,102 | $ 80 | $ 24,417 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) (Q3) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by (used in) operating activities: | ||||
Net loss | $ (77,235) | $ (39,031) | $ (59,954) | $ (93,745) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Loss on debt extinguishment | 0 | 7,235 | ||
Loss on debt extinguishment | 28,714 | 0 | 0 | 15,518 |
Depreciation and amortization | 73,917 | 55,300 | 76,844 | 52,949 |
Amortization of discount on long-term debt | 3,318 | 2,824 | 3,899 | 2,031 |
Deferred taxes | (2,831) | (120) | (4,314) | (15,971) |
Bad debt expense | 1,221 | 1,636 | 1,715 | 843 |
Paid-in-kind interest on long-term debt | 305 | 283 | 382 | 1,356 |
Stock-based compensation expense | 16,849 | 5,297 | 10,721 | 30,079 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable, net | (7,047) | 1,226 | (516) | (3,008) |
Prepaid expenses and other current assets | (11,413) | (770) | 4,952 | (4,773) |
Other non-current assets | (11,526) | (6,555) | (4,168) | (4,409) |
Accounts payable | (1,886) | (1,824) | 2,886 | 1,127 |
Accrued expenses and other | (6,802) | 4,290 | 13,239 | 6,689 |
Deferred revenue | 7,924 | 290 | 736 | 6,086 |
Customer deposits and other long-term liabilities | (574) | 8,283 | 9,005 | 10,218 |
Net cash provided by (used in) operating activities | 13,673 | 32,069 | 57,539 | (613) |
Cash flows used in investing activities: | ||||
Purchases of property and equipment | (1,932) | (4,321) | (4,525) | (7,665) |
Capitalization of software costs | (9,065) | (6,349) | (8,552) | (5,660) |
Payment of contingent consideration | 0 | (2,000) | (2,000) | 0 |
Acquisition of companies, net of cash acquired | (183,242) | (117,972) | (403,231) | (310,454) |
Net cash used in investing activities | (194,239) | (130,642) | (418,308) | (323,779) |
Cash flows provided by financing activities: | ||||
Payments on long-term debt | (837,082) | (54,048) | (55,891) | (2,563) |
Proceeds from long-term debt | 496,466 | 143,884 | 314,668 | 688,391 |
Deferred financing costs | (5,689) | (4,826) | (7,303) | (18,350) |
Exercise of stock options | 1,153 | 109 | 206 | 793 |
Proceeds from preferred stock issuance, net | 109,782 | 53,157 | 150,250 | 161,660 |
Proceeds from common stock issuance, net | 415,884 | 0 | ||
Net cash provided by financing activities | 180,514 | 138,276 | 401,850 | 309,674 |
Effect of foreign currency exchange rate changes on cash | 59 | 37 | (87) | (301) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 7 | 39,740 | 40,994 | (15,019) |
Cash and cash equivalents and restricted cash: | ||||
Beginning of period | 98,338 | 57,344 | 57,344 | 72,363 |
End of period | 98,345 | 97,084 | 98,338 | 57,344 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 25,090 | 24,080 | 35,219 | 33,983 |
Cash paid for income taxes | 1,544 | 506 | 736 | 337 |
Supplemental disclosures of noncash investing and financing activities: | ||||
Rollover equity in consideration of net assets acquired | 726 | 745 | 1,319 | 1,736 |
Fair value of earnout in consideration of net assets acquired | 0 | 2,455 | 3,471 | 1,844 |
Accretion of Series B convertible preferred stock to redemption value | 15,105 | 39,897 | 67,811 | 42,126 |
Long-term Debt | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of deferred financing costs on long-term debt | 344 | 144 | 195 | 1,404 |
Credit Facility | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of deferred financing costs on long-term debt | $ 395 | $ 796 | $ 1,917 | $ 1,276 |
Nature of the Business (FY)
Nature of the Business (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of the Business | Note 1. Nature of the Business EverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software-as-a-service (“SaaS”) solutions 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, we serve over 500,000 customers across three core verticals: Home Services; Health Services; and Fitness & Wellness Services. Within our core verticals, our 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 and wellness sectors. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that complete end-to-end offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences. See Note 3 for additional information on acquired subsidiaries. The Company was incorporated in Delaware on September 29, 2016, and began operations on October 17, 2016 (Inception). The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom, Australia and New Zealand. The Company changed its name from PaySimple Holdings, Inc. to EverCommerce Inc. as of December 14, 2020. | Note 1. Nature of the Business EverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software-as-a-service (SaaS) solutions for service-based small- and medium-sized businesses, or service (“SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, we serve over 500,000 customers across three core verticals: Home Services; Health Services; and Fitness & Wellness Services. Within our core verticals, our 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 and wellness sectors. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that complete end-to-end offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences. See Note 3 for additional information on acquired subsidiaries. The Company was incorporated in Delaware on September 29, 2016, and began operations on October 17, 2016 (Inception). The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom and Australia. The Company changed its name from PaySimple Holdings, Inc. to EverCommerce Inc. as of December 14, 2020. On October 17, 2016, the Company received an investment from Providence Strategic Growth II LP and Providence Strategic Growth II-A LP (the “Equity Sponsors”). In conjunction with the investment, the Company purchased all of the equity interest of EverCommerce Solutions Inc. (formerly PaySimple, Inc.) through EverCommerce Intermediate Inc. (formerly PaySimple Intermediate, Inc.) On July 21, 2019, the Company entered into a Stock Purchase Agreement (“Agreement” or “SLP Transaction”) with Silver Lake Alpine, L.P. and Silver Lake Alpine (“Offshore”), L.P. (collectively, “Silver Lake” or the “Purchasers”) and with Providence Strategic Growth II L.P., Providence Strategic Growth II-A L.P., Providence Strategic growth III L.P., Providence Strategic Growth III-A L.P., and PSG PS Co-Investors L.P. (collectively, “PSG” or the “PSG Sellers”) and with certain members of management (the “Eligible Holders”). The SLP transaction was completed on August 23, 2019 and the Company received a minority investment from Silver Lake who then also became Equity Sponsors. See Note 10 for additional information on the SLP transaction. In September and October 2020, both PSG and Silver Lake purchased additional equity interest. See Note 10 for additional information on these purchases. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2020 and the related notes contained in the Company’s final prospectus for its initial public offering of its common stock (“IPO”) dated as of June 30, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on July 6, 2021 (the “Prospectus”). The December 31, 2020 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the nine months ended September 30, 2021 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2020 and the related notes appearing in our Prospectus, other than as noted below in Accounting Pronouncements Issued and Adopted. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others. Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting Pronouncements Issued and Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Note 2. 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. As of December 31, 2020 and 2019, approximately 9% and 12% of the Company’s total accounts receivable were due from one of the Company’s third-party payment processors, respectively. Receivables from third-party payment processors consist of funds collected by the payment processor from various merchants on the Company’s behalf. In addition, as of December 31, 2019, 14% of the Company’s total accounts receivable were due from a separate customer. Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The Company is not exposed to significant market risk. 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 Note 4 and Note 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. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions include: • revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product rebates; • allowance for doubtful accounts; • valuation allowances with respect to deferred tax assets; • assumptions underlying the fair value used in the calculation of stock-based compensation; • valuation of intangible assets and goodwill; and • useful lives of tangible and intangible assets. 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. 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. Amounts collected on trade accounts receivable are included in net cash provided by (used in) operating activities in the consolidated statements of cash flows. 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. 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 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, 2020 and 2019. Capitalized Software, net In accordance with ASC Subtopic 350-40, Internal Use Software 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 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 FASB ASC Topic 350, Intangibles - Goodwill and Other 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’s annual impairment assessment did not identify any goodwill impairment during the years ended December 31, 2020 and 2019. Deferred Financing and Credit Facility Costs Debt issuance costs and discounts 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 and B Convertible Preferred Stock The Company accounts for its Series A Convertible Preferred Stock (“Series A”) and Series B Convertible Preferred Stock (“Series B”) shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity Revenue Recognition We recognize revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers 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 our 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 our 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. Our 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. Subscription revenue related contracts can be both short and long-term, with stated contract terms that range from one month to five years. Our 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 • License and related support services: 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 via digital means through our facilitation of payment information within our cloud-based applications. Group purchasing program administration services relate to our facilitation of group purchasing programs for members through which we aggregate member purchasing power to negotiate pricing discounts with suppliers. We have determined that the nature of our payment processing and administration services is a stand-ready obligation whereby we stand-ready to either arrange for the processing of transactions or stand-ready to provide members with access to our group purchasing program on a continuous basis throughout the contract term. • Payment processing services: F-12 variable consideration allocation exception and therefore are not required to estimate variable consideration or a related constraint, as we ascribe the transaction consideration earned to the distinct increment of time for which our service was provided. As a result, we measure revenue from our 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 our 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: Marketing Technology Solutions: Marketing Technology Solutions consist of digital advertising management and consumer connection services. Our advertising management services include content creation, search engine optimization and paid media management services. The nature of our 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 our 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. We typically earn a fixed recurring fee in exchange for our advertising management services; however, in certain instances, the transaction consideration to which we are entitled may be variable. We apply 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 we either recognize 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. Our consumer connection services relate to the sourcing and delivery of service requests from consumers to home service providers. Revenue for our 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 our estimation of transaction consideration. Payment for our consumer connection services is received in arrears, typically within one month of when our services have been provided. We record a contract asset 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. Our professional service offerings are typically sold as part of an arrangement for products or services included within our subscription or marketing revenue. Professional services associated with our 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. Our 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. Our hardware revenue consists of equipment that supports or enables our products or services within subscription and transaction fees offerings. Revenue associated with our performance obligations for hardware is recognized at a point-in-time, as dictated by the point in 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 our right to payment is not 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, but may vary. 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: Our 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. Judgement 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, we establish a 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, we estimate 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 we have established the stand-alone selling price of performance obligations as a range and utilize 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, we perform 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, we reallocate the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance. The established range is reassessed on a periodic basis when facts and circumstances surrounding these established ranges change. Our 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 FASB ASC Topic 460-10, Guarantees. 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 our contracts may be entirely variable or contain a variable component. When permitted, we apply the variable consideration allocation exception. This exception is generally met for our transaction fees, marketing technology solutions and professional services charged on a time-and-materials basis. When the variable consideration allocation exception is not permitted, we continue to assess the underlying judgements 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 Our 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. Our revenue arrangements are typically accounted for under such expedient as payments are within one year of transfer of our performance obligations within contracts with customers. Other considerations We have 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 (exclusive of depreciation and amortization) consists primarily of employee costs for our customer success teams, media expense related to our lead generation solutions, campaign mail expense, contract services, hosting costs, partnership costs and promotional costs. 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 $8.7 million and $5.0 million for the years ended December 31, 2020 and 2019, respectively. Stock-based Compensation The Company follows ASC Topic 718, Compensation—Stock Compensation The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted with time-based vesting. The following inputs 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 third-party history of market prices of its common stock, and as such volatility is estimated, using historical volatilities of comparable public entities. 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. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our 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 records uncertain tax positions in accordance with ASC Topic 740, Income Taxes Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ 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 entitle the holders of such shares to participate in dividends, but do 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. Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Refer to Note 12 for further discussion. 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 and Great British Pound. For the Company’s foreign subsidiaries that operate primarily in the U.S. dollar, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at the Spot Rate in effect at the consolidated balance sheet date. Non-monetary assets and liabilities are re-measured using historical exchange rates. Income and expense elements are re-measured 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 August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes principles in Topic 740. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. |
Acquisitions (FY)
Acquisitions (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions | Note 3. Acquisitions 2021 Acquisitions During the nine months ended September 30, 2021, the Company completed four business acquisitions in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of service SMBs. All of the acquisitions qualified as business combinations under ASC Topic 805, Business Combinations Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. The Company’s condensed consolidated statements of operations and comprehensive loss include $4.1 million and $6.8 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated during the three and nine months ended September 30, 2021, respectively. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to all 2021 acquisitions is considered preliminary. The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition during the nine months ended September 30, 2021: Briostack PulseM MDTech Timely Total (in thousands) Cash $34,441 $34,484 $15,855 $99,748 $184,528 Rollover equity 726 — — — 726 Total consideration $35,167 $34,484 $15,855 $99,748 $185,254 Net assets acquired: Cash and cash equivalents $17 $— $101 $1,169 $1,287 Accounts receivable, trade 156 — 175 290 621 Other receivables 221 151 48 95 515 Prepaid expenses and other current assets 53 32 34 128 247 Property and equipment 22 4 16 219 261 Other non-current assets 144 3 — 52 199 Intangible—developed technology 1,360 2,380 1,640 7,014 12,394 Intangible—customer relationships 4,800 12,510 5,830 28,836 51,976 Intangible—trade name 390 260 200 1,414 2,264 Intangible—non-compete agreements 23 10 10 63 106 Goodwill 28,262 22,920 8,043 71,067 130,292 Deferred tax asset 1 — 2 1,863 1,866 Accounts payable (20) (113) (44) (230) (407) Other current liabilities (28) — — (670) (698) Accrued expenses and other (206) (99) (157) (971) (1,433) Deferred tax liability — (3,538) — (10,299) (13,837) Deferred revenue (28) (36) (43) (292) (399) Total net assets acquired $35,167 $34,484 $15,855 $99,748 $185,254 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 $34.5 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 $15.9 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 $99.7 million. Timely is based in New Zealand and has operations in the U.K. and Australia, as well. 2020 Acquisitions During 2020 and in the nine months ended September 30, 2020, the Company completed nine and five business acquisitions, respectively, in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. All of the acquisitions qualified as business combinations under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill. Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A 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 condensed consolidated results of operations include $15.5 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated in 2020, with $5.7 million incurred in the nine months ended September 30, 2020. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to 2020 acquisitions is considered final. 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 — 618 — — Fair value of earnout 2,455 — — — Total consideration $28,364 $22,182 $21,853 $32,507 Net assets acquired: Cash and cash equivalents $520 $3 $— $598 Accounts receivable, trade 3,401 320 510 688 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 — 177 — — Accounts payable (1,564) (148) — (498) Other current liabilities — — — — Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (251) — — (5,360) Deferred revenue — (184) (53) (16) Total net assets acquired $28,364 $22,182 $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 Contract assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 — 1,318 Fair value of earnout — — 3,471 Total consideration $143,100 $85 $415,268 Net assets acquired: Cash and cash equivalents $ 4,994 $ — $ 7,248 Accounts receivable, trade 981 — 6,855 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,268 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 is required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2020 and 2019, respectively. The earnout amount will be $2.0 million per year, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and has included the amount in the total consideration above. The 2019 earnout target was met and the earnout of $2 million was paid in 2020. At December 31, 2020, the Company concluded that the 2020 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative expense 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 is required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount will be $2.7 million, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and has included the amount in the total consideration above. At December 31, 2020, the Company noted no change in the fair value of the earnout from the acquisition date. At March 31, 2021, the Company concluded that the 2021 earnout target will not be met and released the liability with a corresponding gain of $1.0 million recorded in general and administrative expense on the consolidated statements of operations and comprehensive loss. There has been no further change in the fair value of the earnout from March 31, 2021. 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 three and nine months ended September 30, 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 nil and $6.9 million for the three months ended September 30, 2021 and 2020, respectively, and $3.8 million and $21.7 million for the nine months ended September 30, 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 $4.1 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively, and additional amortization expense of nil and $4.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $14.4 million for the nine months ended September 30, 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. Three Months Ended September 30, Nine Months Ended September 30, 2021 Pro Forma 2020 Pro Forma 2021 Pro Forma 2020 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $129,358 $107,830 $366,186 $ 303,762 Net loss $(32,775) $ (13,969) $(78,846) $ (67,884) Adjustments to net loss per share (see Note 12) — (13,686) (15,105) (39,896) Net loss attributable to common stockholders $(32,775) $ (27,655) $(93,951) $(107,780) Net loss per share attributable to common stockholders: Basic $(0.17) $(0.66) $(1.03) $(2.60) Diluted $(0.17) $(0.66) $(1.03) $(2.60) | Note 3. Acquisitions 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 Topic 805, Business Combinations 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 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 results of operations include $15.5 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated in 2020. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to certain 2020 acquisitions is considered preliminary with provisional amounts related to tax-related and other items. 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 Remodeling Qiigo AlertMD Invoice Simple in thousands 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 — 177 — — Accounts payable (1,564) (148) — (498) Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (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 Contract Assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 Deferred tax asset — — — — Accounts payable (61) (79) (215) (209) Other current liabilities — — (57) — Accrued expenses and other (210) (450) (872) (162) Deferred revenue — — — — Deferred tax liability (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) 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 is required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2020 and 2019, respectively. The earnout amount will be $2.0 million per year, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and has included the amount in the total consideration above. The 2019 earnout target was met and the earnout of $2 million was paid in 2020. At December 31, 2020, the Company concluded that the 2020 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative expense 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 is required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount will be $2.7 million, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and has included the amount in the total consideration above. At December 31, 2020, the Company noted no change in the fair value of the earnout from the acquisition date. 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. 2019 Acquisitions During 2019, the Company completed 13 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 noncompete 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 results of operations include $14.1 million of acquisition related transaction costs within general and administrative expense for acquisitions consummated in 2019. 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 2019: AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Cash $30,305 $9,319 $971 $627 $47,445 Rollover equity — — — — — Fair value of earnout — — — — — Total consideration $30,305 $9,319 $971 $627 $47,445 Net assets acquired: Cash and cash equivalents $113 $38 $— $— $325 Accounts receivable, trade 1,144 780 40 1 — Contract assets 143 172 28 23 244 Prepaid expenses and other current assets 2,083 102 — 2 11 Property and equipment 76 47 — — — Other non-current assets 1 89 — — — Intangible—developed technology 3,068 600 — — 950 Intangible—customer relationships 14,868 4,000 1,017 707 20,150 Intangible—trade name 775 300 — — 300 AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Intangible—non-compete agreements 8 — — — 130 Goodwill 15,646 3,359 212 143 25,803 Deferred tax asset, net — 2 — 5 1 Accounts payable (488) (6) — — — Accrued expenses and other (3,901) (49) — — (305) Deferred revenue (808) (115) — (254) (25) Customer deposits — — (326) — (139) Deferred tax liability, net (2,423) — — — — Total net assets acquired $30,305 $9,319 $971 $627 $47,445 33 Mile Radius eProvider Solutions CollaborateMD Security Information Systems American Service Finance in thousands Cash $9,199 $8,808 $76,197 $67,246 $33,179 Rollover equity 359 — — — — Fair value of earnout — — — 62 — Total consideration $9,558 $8,808 $76,197 $67,308 $33,179 Net assets acquired: Cash and cash equivalents $228 $— $232 $145 $2,530 Accounts receivable, trade 18 352 175 1,608 85 Contract assets — — 35 216 — Prepaid expenses and other current assets 60 32 929 115 566 Property and equipment — — 1,205 46 1,793 Other non-current assets 3 1 101 — 277 Intangible—developed technology 480 800 6,100 4,450 350 Intangible—customer relationships 5,440 4,200 28,800 3,400 10,600 Intangible—trade name 170 200 800 600 450 Intangible—non-compete agreements 50 50 80 — — Intangible—government contracts — — — 28,600 — Goodwill 3,460 3,312 40,196 29,171 19,717 Deferred tax asset, net — — — 15 — Accounts payable (37) (25) (227) (3) — Accrued expenses and other (314) (114) (2,202) (238) (3,189) Deferred revenue — — — (570) — Customer deposits — — (27) (247) — Total net assets acquired $9,558 $8,808 $76,197 $67,308 $33,179 Jimmy Marketing ClubWise RoofSnap Total in thousands Cash $7,077 $15,454 $10,049 $315,876 Rollover equity — 1,377 — 1,736 Fair value of earnout — 1,782 — 1,844 Total consideration $7,077 $18,613 $10,049 $319,456 Net assets acquired: Cash and cash equivalents $— $1,428 $383 $5,422 Accounts receivable, trade 134 68 — 4,405 Contract assets 15 — — 876 Prepaid expenses and other current assets 410 236 20 4,566 Property and equipment — 153 22 3,342 Other non-current assets — — — 472 Intangible—developed technology — 1,613 760 19,171 Intangible—customer relationships 3,390 9,032 4,470 110,074 Intangible—trade name 120 323 60 4,098 Intangible—non-compete agreements 150 13 100 581 Intangible—government contracts — — — 28,600 Goodwill 3,491 9,409 4,491 158,410 Deferred tax asset, net 1 — 3 27 Accounts payable (3) (82) — (871) Accrued expenses and other (492) (1,708) (185) (12,697) Deferred revenue (100) — (75) (1,947) Customer deposits (39) — — (778) Deferred tax liability, net — (1,872) — (4,295) Total net assets acquired $7,077 $18,613 $10,049 $319,456 AllMeds On January 9, 2019, the Company acquired 100% of the voting equity interest of AllMeds, Inc., a provider of offerings to enable its customers, physician practices, to offload and automate manual processes, optimize operational efficiency, and improve claim submission and reimbursement processes, for $30.3 million. Secure Global Solutions On January 16, 2019, the Company acquired 100% of the voting equity interest of Secure Global Solutions, LLC, a provider of central station automation and network solutions for the alarm monitoring industry, for $9.3 million. HSR-FL On January 18, 2019, the Company acquired certain assets of Home Services Review of Florida, Inc. (“HSR-FL”), a provider of homeowner referral services for home improvement and repair services through an annual printed Homeowner Referral Guidebook and associated web site and mobile applications, for $1.0 million. Saber Marketing On January 22, 2019, the Company acquired certain assets and liabilities of Saber Marketing Group, LLC, a provider of homeowner referral services for home improvement and repair services through an annual printed Homeowner Referral Guidebook and associated web site and mobile applications, for $0.6 million. Studio Director On February 14, 2019, the Company acquired 100% of the voting equity interest of OnVision Solutions, Inc., dba The Studio Director (“Studio Director”), a provider of cloud-based business management software solutions for children’s activities centers to more effectively and efficiently run the centers’ businesses, for $47.4 million. 33 Mile Radius On February 21, 2019, the Company acquired 100% of the voting equity interest of 33 Mile Radius LLC, a provider of customer leads to disaster mitigation contractors to help them generate revenue and grow their businesses, for $9.6 million. Under the terms of the purchase agreement, certain members of 33 Mile Radius LLC received 180,574 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.4 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. eProvider Solutions On March 1, 2019, the Company acquired 100% of the voting equity interest of eProvider Solutions, LLC, an insurance clearinghouse that provides cloud-based claims processing software and services to connect healthcare institutions and providers with patients and insurance payors, for $8.8 million. CollaborateMD On March 19, 2019, the Company acquired 100% of the voting equity interest of CollaborateMD, Inc., a leading SaaS-based provider of practice management and medical billings solutions to small-to-medium sized physician practices and outsourced medical billings companies, for $76.2 million. Security Information Systems On June 11, 2019, the Company acquired 100% of the voting equity interest of Security Information Systems, Inc., a provider of central station alarm monitoring and dispatch platform solutions to customers in the security and defense industries, for $67.3 million. American Service Finance On August 20, 2019, the Company acquired certain assets and liabilities of American Service Finance Corporation, a provider of payment and billing solutions for health clubs, fitness clubs, and martial arts studios, for $33.2 million. Jimmy Marketing On August 20, 2019, the Company acquired 100% of the voting equity interest of JE2000, LLC dba Jimmy Marketing, a provider of performance marketing and lead generation solutions that allow companies in the medical services industry to maximize patient intake and retention, for $7.1 million. ClubWise On October 25, 2019, the Company acquired 100% of the voting equity interest of ClubWise Software Limited and ClubWise Software Pty. Ltd (collectively “ClubWise”), 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 to improve efficiency, for $18.6 million. Under the terms of the purchase agreement, certain stockholders of ClubWise Software Limited received 283,286 shares of common stock rollover equity. The Company assessed the fair value of the shares at $1.4 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. Under the terms of the purchase agreement, the Company is required to pay the seller an earnout of up to $2.0 million. The earnout is based on the acquired entity achieving $5.4 million of total revenue during calendar year 2020 and 2021. If the revenue target is met for 2020, the payment to the sellers will be $1.3 million and if it is met again in 2021, the payment is an additional $0.7 million. At the acquisition date, the Company determined the fair value of the earnout to be $1.8 million and has included the amount in the total consideration above. At December 31, 2020, the Company has re-evaluated the fair value of the earnout and concluded that it remains $1.8 million. RoofSnap On December 27, 2019, the Company acquired 100% of the voting equity interest of RoofSnap LLC, a provider of roof measuring and estimating solutions to small, individual and commercial contractors and independent adjusters, for $10.0 million. With respect to total goodwill recognized for the business acquisitions consummated during the year ended December 31, 2019, the Company expects that $133.3 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, 2020 and 2019, as if the aforementioned 2020 and 2019 acquisitions had occurred as of January 1, 2019. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $11.5 million and $30.6 million for the years ended December 31, 2020 and 2019, 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 $15.5 million and $14.1 million for the years ended December 31, 2020 and 2019, and additional amortization of $8.9 million and $28.0 million for the years ended December 31, 2020 and 2019, respectively, resulting from the amortization of amortizable intangible assets beginning as of January 1, 2019. 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, 2020 Pro Forma 2019 Pro Forma (unaudited) in thousands, except per share amounts Total revenue $389,478 $365,006 Net loss $(69,313) $(127,982) Adjustments to net loss (see Note 12) $(67,811) $(289,336) Net loss attributable to common stockholders $(137,124) $(417,318) Net loss per share attributable to common stockholders: Basic $(3.29) $(15.40) Diluted $(3.29) $(15.40) |
Revenue (FY)
Revenue (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4. Revenue Disaggregation of Revenue The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) By pattern of recognition (timing of transfer of services): Point in time $ 13,743 $ 12,953 $ 37,324 $ 34,891 Over time 114,791 76,198 317,166 210,630 Total $128,534 $ 89,151 $354,490 $ 245,521 By Geographical Market: United States $ 118,721 $82,368 $ 325,179 $ 227,152 International 9,813 6,783 29,311 18,369 Total $128,534 $ 89,151 $354,490 $245,521 Contract Balances Supplemental balance sheet information related to contracts from customers as of: September 30, 2021 December 31, 2020 (in thousands) Accounts receivables $31,699 $24,966 Contract assets $ 13,595 $ 9,838 Deferred revenue $ 21,677 $ 13,621 Customer deposits $ 8,384 $ 8,247 Long-term deferred revenue $ 2,511 $ 2,297 Accounts receivable, net: Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due. Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint. Contract liabilities : Contract liabilities represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Short-term contract liabilities are included within deferred revenue on the consolidated balance sheets. Long-term contract liabilities are included within long-term deferred revenue on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2020 was $12.4 million for the nine months ended September 30, 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 September 30, 2021, was $15.9 million, which is comprised of contracts where the contract term under ASC 606 is in excess of one year. The Company expects to recognize approximately 45% of its remaining performance obligations as revenue within the next year, 28% of its remaining performance obligations as revenue the subsequent year, 24% of its remaining performance obligations as revenue in the third year, and the remainder during the two year period thereafter. Cost to Obtain and Fulfill a Contract The Company incurs certain costs to obtain contracts, principally sales and third-party commissions, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less). Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over 5 years, which corresponds with the useful life of the related capitalized software. Short-term assets were $4.2 million and $2.7 million at September 30, 2021 and December 31, 2020, respectively, and long-term assets were $10.7 million and $7.2 million at September 30, 2021 and December 31, 2020, respectively. The Company recorded $1.0 million and $0.5 million of amortization expense related to assets for the three months ended September 30, 2021 and 2020, respectively, and $2.7 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively, which is included in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss. The Company has concluded that there are no other material costs incurred in fulfillment of customer contracts that are not accounted for under other GAAP, which meet the capitalization criteria under ASC 606 and FASB ASC Topic 340-40, Accounting for Other Assets and Deferred Costs | Note 4. Revenue Disaggregation of Revenue The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market for the years ended December 31, 2020 and 2019: 2020 2019 in thousands By pattern of recognition (timing of transfer of services): Point in time $45,589 $21,968 Over time 291,936 220,174 Total $337,525 $242,142 By Geographical Market: United States $310,472 $230,560 International 27,053 11,582 Total $337,525 $242,142 Contract Balances Supplemental balance sheet information related to contracts from customers as of December 31, 2020 and 2019 was as follows: 2020 2019 in thousands Accounts receivables $24,966 $17,447 Contract assets 9,838 8,421 Deferred revenue 13,621 11,646 Customer deposits 8,247 3,430 Long-term deferred revenue 2,297 2,211 Accounts receivable, net: Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due. Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint. Contract liabilities : Contract liabilities represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Short-term contract liabilities are included within deferred revenue on the consolidated balance sheets. Long-term contract liabilities are included within long-term deferred revenue on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2019 was $11.6 million for the year ended December 31, 2020. 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. Additionally, legal contracts that include termination rights are considered to be contracts with a term of one month and are therefore also 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, 2020, was $13.2 million, which is comprised of contracts where the contract term under ASC 606 is in excess of one year. The Company expects to recognize approximately 43% of its remaining performance obligations as revenue within the next year year year remainder Cost to Obtain and Fulfill a Contract The Company incurs certain costs to obtain contracts, principally sales and third-party commissions, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less). Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over 5 years, which corresponds with the useful life of the related capitalized software. Short-term assets were $2.7 million and $1.6 million at December 31, 2020 and 2019, respectively, and long-term assets were $7.2 million and $4.0 million at December 31, 2020 and 2019, respectively. The Company recorded $2.3 million and $0.8 million of amortization expense related to assets for the years ended December 31, 2020 and 2019, respectively, which is included in sales and marketing 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 FASB ASC Topic 340-40, Accounting for Other Assets and Deferred Costs |
Goodwill (FY)
Goodwill (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | Note 5. Goodwill Goodwill activity consisted of the following for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 668,151 Acquired goodwill 130,292 Measurement period adjustments (1) 293 Effect of foreign currency exchange rate changes (2,518) Balance at September 30, 2021 $796,218 (1) The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020. | Note 5. Goodwill Goodwill consisted of the following as of December 31, 2020 and 2019 (in thousands): Balance, January 1, 2019 $267,668 Additions 158,410 Effect of foreign currency exchange rate changes 490 Balance, December 31, 2019 426,568 Additions 240,755 Effect of foreign currency exchange rate changes 828 Balance, December 31, 2020 $668,151 |
Intangible Assets (FY)
Intangible Assets (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 6. Intangible Assets Intangible assets consisted of the following as of: September 30, 2021 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $ 553,755 $ 168,013 $ 385,742 Developed technology 2-12 years 97,707 38,192 59,515 Trade name 3-10 years 34,973 13,353 21,620 Non-compete agreements 3-5 years 2,399 1,428 971 Total $688,834 $220,986 $467,848 December 31, 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $502,614 $ 113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $ 623,148 $152,419 $470,729 Amortization expense was $24.2 million and $17.8 million for the three months ended September 30, 2021 and 2020, respectively, and $68.7 million and $51.3 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 6. Intangible Assets Intangible assets consisted of the following as of December 31, 2020 and 2019: 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 3-20 years $502,614 $113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $623,148 $152,419 $470,729 2019 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 5-19 years $356,253 $58,008 $298,245 Developed technology 2-10 years 64,846 16,614 48,232 Trade name 3-7 years 26,033 6,624 19,409 Non-compete agreements 2.5-5 years 1,791 567 1,224 Total $448,923 $81,813 $367,110 Amortization expense was $70.6 million and $49.9 million for the years ended December 31, 2020 and 2019, respectively. The weighted average useful life of intangible assets acquired is 9.7 years and 13.2 years for the years ended December 2020 and 2019, 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 for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 85,836 2022 81,437 2023 71,907 2024 57,377 2025 46,552 Thereafter 127,620 Total amortization expense for the Company’s intangible assets $ 470,729 |
Property and Equipment (FY)
Property and Equipment (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 7. Property and Equipment Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Computer equipment and software $ 7,259 $ 5,455 Furniture and fixtures 3,926 3,728 Leasehold improvements 12,037 11,886 Total property and equipment 23,222 21,069 Less accumulated depreciation (9,142) (6,364) Property and equipment, net $14,080 $14,705 Depreciation expense was $1.0 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, and $2.8 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 7. Property and Equipment Property and equipment consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Computer equipment and software $5,455 $3,103 Furniture and fixtures 3,728 2,524 Leasehold improvements 11,886 8,461 Total property and equipment 21,069 14,088 Less accumulated depreciation (6,364) (2,388) Property and equipment, net $14,705 $11,700 Depreciation expense was $4.0 million and $1.7 million for the years ended December 31, 2020 and 2019, respectively. |
Capitalized Software (FY)
Capitalized Software (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Capitalized Software | Note 8. Capitalized Software Capitalized software consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Capitalized software $29,397 $20,339 Less: accumulated amortization (6,705) (4,270) Capitalized software, net $ 22,692 $16,069 Amortization expense was $0.9 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and $2.4 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 8. Capitalized Software Capitalized software consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Capitalized software $20,339 $11,752 Less accumulated amortization (4,270) (1,887) Capitalized software, net $16,069 $9,865 Amortization expense was $2.4 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively. |
Long-Term Debt (FY)
Long-Term Debt (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | Note 9. Long-Term Debt Long-term debt consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.75 0.25 $350,000 $ — Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.33 35,000 — Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 5.50 5.65 0.25 — 720,964 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 — 15 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,805 2,633 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,608 2,476 Principal debt 390,413 726,088 Deferred financing costs on long-term debt (3,558) (1,054) Discount on long-term debt (1,787) (26,702) Total debt 385,068 698,332 Less current maturities 6,279 7,294 Long-term portion $378,789 $691,038 The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of September 30, 2021, the Company obtained trading prices for the term notes outstanding. Such instruments are classified as Level 1. 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. Such instruments are classified as Level 2. The fair value amounts were approximately $390.9 million and $710.3 million as of September 30, 2021 and December 31, 2020, respectively. As of January 1, 2020, the Company had an outstanding credit agreement under which the Company obtained (i) a term loan of $415.0 million (“Term Loan”), (ii) commitments for delayed draw term loans (“DDTLs”) up to $135.0 million and (iii) commitments for revolving loans (Revolver) up to $50.0 million including commitments for the issuance of up to $10.0 million of letters of credit (together, the “Credit Facility”). During the year ended December 31, 2020, the Company entered into an amendment to the Credit Facility which provided an incremental commitment for additional DDTLs of $250.0 million, resulting in a total commitment for DDTLs of $385.0 million. The incremental commitment DDTLs bore the same terms and conditions as the original DDTLs within the Credit Facility. During the year ended December 31, 2020, the Company received proceeds of $264.7 million, net of discount on long-term debt of $9.0 million, in connection with the DDTLs. During the three and nine months ended September 30, 2021, the Company received proceeds of nil nil In March 2020, the Company borrowed $50.0 million under the revolver at rates ranging from 5.68% to 6.25%. The Company repaid the revolver in full in September 2020 and no balance was outstanding at December 31, 2020. In connection with the IPO, the Company refinanced its outstanding credit facility on July 6, 2021. The Company entered into a new credit facility (“New Credit Facility”) that includes term loans in an aggregate principal amount of $350.0 million (“New Term Loans”) and a revolver with a capacity of $190.0 million (“New Revolver”), of which it borrowed $79.0 million upon closing, and which it repaid $44.0 million during the three months ended September 30, 2021. The proceeds from the New Term Loans and New Revolver were used in conjunction with the proceeds from the IPO to retire the existing Credit Facility. The New Term Loans have a term of seven years, and quarterly payments of principal of $0.9 million and interest in arrears. The New Revolver has a term of five years. Borrowings under the New Credit Agreement will be available as alternate base rate (“ABR”) or Eurocurrency borrowings. ABR borrowings under the New Credit Agreement 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 ½ As of January 1, 2020, the Company also had outstanding subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind (“PIK”) interest. The interest on the Legacy Subordinated Notes is all PIK and is due upon maturity. Total PIK interest was $0.1 million for each of the three months ended September 30, 2021 and 2020, and $0.3 million for each of the nine months ended September 30, 2021 and 2020. The Company’s New Credit Facility is subject to certain financial and nonfinancial covenants and is secured by substantially all assets of the Company. As of September 30, 2021, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $ 875 2022 9,362 2023 3,500 2024 3,500 2025 3,500 Thereafter 370,125 Total aggregate maturities of the Company’s debt $390,862 Included in aggregate maturities is future paid-in-kind interest totaling $0.5 million that will accrue over the term of the related debt. | Note 9. Long-Term Debt Long-term debt consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 4.50 5.65 7.30 0.25 $720,964 $453,065 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 15 105 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,633 2,419 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,476 2,308 Principal debt 726,088 457,897 Deferred financing costs on long-term debt (1,054) (970) Discount on long-term debt (26,702) (18,164) Total debt 698,332 438,763 Less current maturities 7,294 4,632 Long-term portion $691,038 $434,131 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. Such instruments are classified as Level 2. The fair value amounts were $710.3 million and $438.8 million as of December 31, 2020 and 2019, respectively. As of January 1, 2019, the Company had outstanding term notes payable (“Legacy Term Notes”) and subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind (“PIK”) interest. The PIK interest on the Legacy Term Notes bore an interest rate of 1.75% and was accrued on the last business day of each quarter. The interest on the Legacy Subordinated Notes is all PIK and is due upon maturity. Total PIK interest was $0.4 million and $1.3 million for the year ended December 31, 2020 and 2019, respectively. Prior to the execution of the August 2019 credit agreement, the Company issued notes in the amount of $143.0 million through Equity Sponsors (“ES Notes”). The ES Notes required monthly payments of principal and interest. Interest rates on the ES Notes were floating based on one month LIBOR plus a spread of 8.25%. In conjunction with the August 2019 equity transaction described further in Note 10, the Company entered into a credit agreement under which the Company obtained (i) a term loan of $415.0 million (“Term Loan”), (ii) commitments for delayed draw term loans (“DDTLs”) up to $135.0 million and (iii) commitments for revolving loans (Revolver) up to $50.0 million including commitments for the issuance of up to $10 million of letters of credit (together, the “Credit Facility”). During the year ended December 31, 2019, the Company received proceeds of $39.2 million in connection with the DDTLs. The Company used proceeds from the Credit Facility to repay the outstanding balance of the ES Notes and Legacy Term Notes. The Company recorded the difference between the amount paid to extinguish the debt and the carrying value of the debt, inclusive of deferred financing costs, as a loss on extinguishment of debt of $15.5 million in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company entered into an amendment to the Credit Facility which provided an incremental commitment for additional DDTLs of $250 million, resulting in a total commitment for DDTLs of $385 million. The incremental commitment DDTLs bear the same terms and conditions as the original DDTLs within the Credit Facility. During the year ended December 31, 2020, the Company received proceeds of $264.7 million, net of discount on long-term debt of $9.0 million, in connection with the DDTLs. The Company pays commitment fees on the revolver at a variable rate that ranges from 0.375% to 0.50% per annum (based on the Company’s most recent first lien leverage ratio) and the incremental delayed draw unused commitments of 1.5% per annum, in each case, paid quarterly in arrears. In March 2020, the Company borrowed $50.0 million under the revolver at rates ranging from 5.68% to 6.25%. The Company repaid the revolver in full in September 2020 and no balance was outstanding at December 31, 2020. The outstanding balance of the Credit Facility at December 31, 2020 of $721.0 million is comprised of $409.8 million related to the Term Loan and $311.2 million related to the aggregate DDTLs. The outstanding balance of the Legacy Subordinated Notes at December 31, 2020 is $5.1 million. The Company’s Credit Facility is subject to certain financial and nonfinancial covenants and is secured by substantially all assets of the Company. As of December 31, 2020, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 7,294 2022 13,152 2023 7,279 2024 7,279 2025 691,848 Thereafter — Total aggregate maturities of the Company’s debt $ 726,852 Included in aggregate maturities is future paid-in-kind interest totaling $0.8 million that will accrue over the term of the related debt. Information related to changes to the Company’s debt outstanding subsequent to December 31, 2020, are included in subsequent events in Note 19. |
Equity (FY)
Equity (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | Note 10. Equity 2020 Equity Transactions In September 2020 and October 2020, the Company sold 5.8 million and 10.6 million shares of Series B preferred stock, respectively, at a per share price of $9.12 to PSG and Silver Lake. Upon issuance the Series B shares were recorded in Convertible Preferred Stock at fair value and subsequently adjusted to the current redemption value as of December 31, 2020. Costs incurred as a result of issuing the Series B shares was $0.1 million for the year ended December 31, 2020 and were reflected as a decrease to Convertible Preferred Stock. 2019 Equity Transactions As described in Note 1, the Company entered into the Agreement with Silver Lake and PSG effective August 23, 2019 which resulted in Silver Lake purchasing a minority interest in the Company. As part of the transaction, PSG converted 59.2 million Series A shares into common stock. In addition, certain employees (eligible holders) converted 2.1 million Series A shares into common stock. As a result of this transaction, the Company recorded a deemed dividend distribution of $76.9 million. Subsequently, PSG and eligible holders sold a total of 32.8 million shares of common stock to Silver Lake for cash. The eligible holders also exchanged 50% of its remaining common stock held into Series B resulting in 5.2 million shares of Series B issued. Due to the Company’s involvement with the transaction between the eligible holders and Silver Lake, and as the fair value of the Series B shares was greater than the fair value of the common stock exchanged by the eligible holders, the Company recorded $29.0 million in additional stock-based compensation expense for the year ended December 31, 2019 within general and administrative expense. Silver Lake exchanged all shares of common stock into shares of our newly issued Series B shares on a 1:1 basis with 32.8 million Series B shares issued. Concurrently, Silver Lake purchased 17.7 million additional shares of Series B from the Company at a per share price of $9.14. In October 2019, Silver Lake received 63.0 thousand shares of Series B for no additional consideration. The Series B shares issued are initially recorded in Convertible Preferred Stock at fair value, less issuance costs, and subsequently adjusted to the redemption value at each reporting period. As a result of this transaction, the Company recorded a deemed dividend distribution of $162.4 million. Concurrently, the Company offered to and repurchased shares of its common stock for $9.14 per share, including shares issued upon the exercise of stock options in a cashless exercise and Common Stock issued upon conversion of Series A shares. The Company repurchased 2.6 million shares, net of cash paid to the holders of the common stock for $23.5 million. Issuance costs incurred as a result of the August 2019 transaction were $25.1 million for the year ended December 31, 2019 and were allocated between the issuance of the Series B shares and repurchase of common stock based on the relative fair value of the shares issued and repurchased. The costs related to Series B share issuances were reflected as a reduction to Convertible Preferred Stock and the costs related to the repurchase of common stock were reflected as a reduction to additional paid-in capital. Shares of common stock with a par value of $0.00001 were as follows: 2020 2019 in thousands Common stock: Authorized shares, beginning of period 175,000 90,000 Authorized shares, end of period 185,000 175,000 Shares outstanding, beginning of period 40,731 18,252 Common stock issued pursuant to business combinations 222 464 Common stock issued on exercise of stock options, net 84 270 Common stock issued pursuant to vesting of RSAs 2,037 975 Common stock issued upon conversion of preferred stock — 61,343 Repurchase of common stock pursuant to Tender Offer — (2,573) Conversion into preferred stock — (38,000) Shares outstanding, end of period 43,074 40,731 Shares of convertible preferred stock with a par value of $0.00001 were as follows: 2020 2019 in thousands Series A preferred stock: Authorized shares, beginning of period 50,000 140,000 Authorized shares, end of period 50,000 50,000 Shares outstanding, beginning of period 44,958 106,301 Conversion into common stock — (61,343) Shares outstanding, end of period 44,958 44,958 Series B preferred stock: Authorized shares, beginning of period 65,000 10,000 Authorized shares, end of period 75,000 65,000 Shares outstanding, beginning of period 55,759 — Convertible shares issued 16,467 17,759 Conversion from common stock — 38,000 Shares outstanding, end of period 72,226 55,759 The Series A shares are redeemable upon a deemed liquidation event not solely within the Company’s control. The redemption price shall be the cash or value of the property, rights or securities paid or distributed upon a deemed liquidation event. Prior to the Second Amended and Restated Certificate of Incorporation, Series A preferred stockholders were entitled to cumulative dividends that accrued at an annual rate of 4% of the Series A Preferred Stock original issue price, compounded annually. The Series A preferred stockholders are not entitled to accrue additional dividends after August 23, 2019. The Series B shares are redeemable upon written notice from a majority of the holders of Series B shares at any time on or after February 23, 2026. The redemption price is prescribed in the Company’s Second Amended and Restated Certificate of Incorporation, and is based on inputs including, but not limited to, the original issuance price of the Series B shares, accrued dividends whether or not declared, and the fair value of common stock. Series B holders are entitled to cumulative dividends that accrue at an annual rate of 10% of the Series B share original issue price (as adjusted in accordance with the Company’s Second Amended and Restated Certificate of Incorporation), compounded annually. The initial original issue price for the Series B shares issued ranged from $9.12 per share to $9.14 per share. Accumulated and undeclared Series B Preferred dividends were $86.0 million and $18.3 million as of December 31, 2020 and 2019, respectively. Such dividends shall be payable only upon the occurrence of a deemed liquidation event or voluntary or involuntary dissolution, liquidation or winding up of the Company without certain consents required by the organizational documents of the Company. |
Stock-Based Compensation (FY)
Stock-Based Compensation (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 11. Stock-Based Compensation In 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the granting of stock-based awards, including stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, and other stock-based awards. In connection with the IPO, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO and, as a result of which, the Company can no longer make awards under the 2016 Plan. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was 22,000,000 shares, inclusive of available shares previously reserved for issuance under the 2016 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 3% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) 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. Stock Options During the nine months ended September 30, 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 granted prior to the IPO 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 offer 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 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 of 2023. To date, $2.4 million of stock-based compensation expense has been recognized related to the market condition-based options. Restricted Stock Awards and Units 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 approximates the service period. The time vesting RSAs were fully vested as of December 31, 2020. The Company 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 of the Company purchase 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 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. There was nil In connection with the IPO, the Company issued 0.5 million 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. On the grant date the awards were valued at $17.00 per share totaling $9.1 million. The Company records compensation expense for these awards on a straight-line basis, which approximates the service period. For the three and nine months ended September 30, 2021 the Company recorded $0.6 million related to these time vesting RSUs, the majority of which is included in general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss. 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”). 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. During the three months ended September 30, 2021 employees were not yet offered the opportunity to participate in the 2021 Employee Stock Purchase Plan and accordingly no compensation expense has been recorded. Stock-based Compensation Expense Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Cost of revenues $ 173 $ — $ 178 $ — Sales and marketing 160 — 298 — Product development 295 — 437 — General and administrative 4,117 3,470 15,936 5,297 Total stock-based compensation expense $4,745 $3,470 $16,849 $5,297 | Note 11. Stock-Based Compensation In 2016, the Company adopted the 2016 Equity Incentive Plan (the Plan). The Plan provides 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 Plan allows for the granting of stock-based awards through January 17, 2027. As of December 31, 2020, the Company has authorized 34.7 million shares of common stock for issuance under the Plan. Stock options: During 2020 and 2019, the Company granted stock options and restricted stock to employees and directors. Time-based options and restricted stock granted vest 25% after one year, and then monthly over the next three years; carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s board of directors; and expire 10 years from date of grant. The service period is considered the vesting period. Performance-based options vest as follows: 50% of a holder’s award vests upon a change of control or an initial public offering if the per share cash price received in connection with such change of control or the per share offering price in such initial public offering is at least $27.4068, and the other 50% of the holder’s award vest s if there is a change of control or the initial public offering price is at least $36.5424. The performance-based options carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s board of directors and expire 10 years from date of grant. To date, no stock compensation expense has been recognized related to the performance-based options as the vesting of such options is not deemed probable. The relevant data used to determine the value of the time-based and performance-based stock options is as follows: 2020 2019 Weighted-average risk-free interest rate 1.65% 2.13% Expected term in years 6.1 5.9 Weighted-average expected volatility 43% 41% Expected dividends 0% 0% The summary of time-based stock option activity for the years ended December 31, 2020 and 2019, 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, 2019 1,885 $3.30 $207 Granted 428 4.43 Exercised (270) 2.94 Forfeited (272) 3.97 Outstanding balance at December 31, 2019 1,771 3.53 2,363 Granted 10,174 9.14 Exercised (112) 3.01 Forfeited (186) 6.36 Outstanding balance at December 31, 2020 11,647 $8.39 9.66 $3,575 Exercisable at December 31, 2020 1,222 $3.35 6.63 $3,047 The summary of performance-based option activity for the years ended December 31, 2020 and 2019, is as follows: Number of Options Weighted- Average Exercise Price Outstanding balance at January 1, 2019 80 $2.95 Granted — — Exercised — — Forfeited — — Outstanding balance at December 31, 2019 80 $2.95 Granted 2,544 9.14 Exercised — — Forfeited (30) 9.14 Outstanding balance at December 31, 2020 2,594 $8.94 While there is currently no market for the Company’s common stock, the Company estimates the value of its common stock with the assistance of a third-party valuation firm. The weighted-average grant date fair value of time-based stock options granted was $1.27 and $0.42 for the year ended December 31, 2020 and 2019, respectively. The weighted-average grant date fair value of performance-based stock options granted was $1.29 for the year ended December 31, 2020. Compensation expense of $3.1 million and $0.3 million was recognized in stock-based compensation for the years ended December 31, 2020 and 2019, respectively. Compensation expense is recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss. The unrecognized compensation expense associated with outstanding time-based and performance-based stock options at December 31, 2020 was $9.2 million and $3.3 million, respectively. The time-based stock options are expected to be recognized over a weighted average period of 1.2 years. The performance-based options will be recognized upon applicable performance conditions being met. Certain immaterial related tax benefits of the stock-based compensation expense and exercise of stock options have been recognized in the statement of operations and comprehensive loss for the years ended December 31, 2020 and 2019. Restricted Stock Awards During 2017, the Company granted 3.9 million time vesting restricted stock awards. The awards vest 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 records compensation expense for these awards on a straight-line basis over the vesting period, which approximates the service period. Compensation expense of $0.6 million and $0.7 million was recognized in general and administrative in the statement of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively. There was no unrecognized compensation expense associated with the time vesting awards as of December 31, 2020. The summary of time vesting restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 1,807 $0.75 Granted — — Vested (975) 0.75 Unvested, restricted stock awards at December 31, 2019 832 0.75 Granted — — Vested (832) 0.75 Unvested, restricted stock awards at December 31, 2020 — $— The Company also granted 1.6 million shares of funding restricted stock awards during the year ended December 31, 2018. The funding awards only vest in the instances in which the majority owners of the Company purchase preferred stock. The shares will vest 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 restricted stock awards were modified such that the awards vest upon an investment by either PSG or Silver Lake and the percentage of awards that vest 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 will be recognized based on the fair value of the award at the modification date. The compensation expense associated with the unvested funding awards will be recorded on the vesting date. As discussed in Note 10, the Equity Sponsors purchased additional preferred stock in 2020 and as a result, certain funding restricted stock awards vested. Unvested funding restricted stock awards terminate upon the earlier of an Initial Public Offering or a sale of the Company, as defined in the 2016 Stockholders’ Agreement. The summary of funding restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 3,233 $— Granted — — Vested — — Unvested, restricted stock awards at December 31, 2019 3,233 4.86 Granted — — Vested (1,205) 5.81 Unvested, restricted stock awards at December 31, 2020 2,028 $5.81 The recognized compensation cost was $7.0 million and nil |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share Attributable to Common Stockholders | Note 12. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except share and per share amounts) Numerator: Net loss $ (36,906) $ (5,444) $ (77,235) $ (39,031) Accretion of Series B to redemption value — (13,686) (15,105) (39,896) Numerator for basic and diluted EPS – net loss attributable to common stockholders $ (36,906) $ (19,130) $ (92,340) $ (78,927) Denominator: Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share 187,994,437 41,694,762 91,655,461 41,335,411 Basic and diluted net loss per share attributable to common stockholders $ (0.20) $ (0.46) $ (1.01) $ (1.91) The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect as of: September 30, 2021 2020 Outstanding options to purchase common stock 16,967,629 14,234,009 Outstanding convertible preferred stock (Series A and B) — 106,547,383 Total anti-dilutive outstanding potential common stock 16,967,629 120,781,392 | Note 12. 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: December 31, 2020 2019 in thousands except share and per share amounts Numerator: Net loss $(59,954 ) $(93,745 ) Undeclared Series A dividends — (4,532 ) Accretion of Series B to redemption value (67,811 ) (42,126 ) Deemed dividend – non-employee sale of shares to the Company — (3,393 ) Deemed dividend – Series A and B stock exchange — (239,285 ) December 31, 2020 2019 in thousands except share and per share amounts Numerator for basic and diluted EPS – net loss attributable to common stockholders $(127,765 ) $ (383,081 ) Denominator: Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share 41,696,800 27,102,531 Basic and diluted net loss per share attributable to common stockholders $(3.06 ) $(14.13 ) 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: 2020 2019 Outstanding options to purchase common stock 16,268,357 5,915,926 Outstanding convertible preferred stock (Series A and B) 117,183,540 100,716,343 Total anti-dilutive outstanding potential common stock 133,451,897 106,632,269 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | Note 13. 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: • Level 2: • Level 3: Liabilities historically valued with Level 3 inputs on a recurring basis are contingent consideration. The carrying value of cash and cash equivalents, accounts receivable, contract assets, contract liabilities and accounts payable approximate their fair value because of the short-term nature of these instruments. There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2021 or 2020. The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $32,434 $— $ — $32,434 Liability: Contingent consideration $ — $— $673 $673 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $15,802 $— $ — $15,802 Liability: Contingent consideration $ — $— $2,911 $2,911 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 nine months ended September 30, 2021 (in thousands): Opening balance $ 2,911 Fair value adjustments (892) Amounts settled through payment (1,346) Ending balance $ 673 Fair value adjustments made during the nine months ended September 30, 2021 result from adjustments to revenue target forecasts. The gain of $0.9 million for the nine months ended September 30, 2021, is presented in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. | Note 13. 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: • Level 2: • Level 3: Liabilities historically valued with Level 3 inputs on a recurring basis are contingent consideration. The carrying value of cash and cash equivalents, accounts receivable, contract assets, 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, 2020 and 2019. The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019: 2020 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $2,911 $2,911 2019 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $1,811 $1,811 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, 2020 (in thousands): Opening balance $1,811 Additions to contingent consideration (refer to Note 3, Acquisitions) 3,471 Fair value adjustments (455) Amounts settled through payment (1,916) Ending balance $2,911 Fair value adjustments made during the year ended December 31, 2020, result from revenue targets not being achieved for one of the Company’s acquisitions. The gain of $0.5 million for the period ended December 31, 2020 is presented in general and administrative expense in the statements of operations and comprehensive loss. |
Retirement Plan (FY)
Retirement Plan (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Plan [Abstract] | |
Retirement Plan | Note 14. Retirement Plan Effective 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 contributed $1.0 million for the year ended December 31, 2020. No contributions were matched and no discretionary contributions were made during the year ended December 31, 2019. |
Income Taxes (FY)
Income Taxes (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 14. Income Taxes We make estimates and judgments in determining our provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs. The income tax benefit was $1.0 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and $4.2 million and $2.7 million for the nine months ended September 30, 2021 and 2020, respectively. Our effective income tax rate was 2.7% and 9.5% for the three months ended September 30, 2021 and 2020, respectively, and 5.1% and 6.6% for the nine months ended September 30, 2021 and 2020, respectively. The difference between the effective tax rate and the statutory rate for the three and nine months ended September 30, 2021 was primarily driven by acquisition accounting, exclusion of loss companies from the quarterly tax computation, a Jordanian tax holiday, the accrual of estimated current state taxes and various other discrete items recorded in the three and nine months ended September 30, 2021. The difference between the effective tax rate and the statutory rate for the three and nine months ended September 30, 2020 was primarily driven by acquisition accounting and the exclusion of loss companies from the quarterly tax computation. | Note 15. Income Taxes Income taxes are recognized for the amount of taxes payable by the Company's corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the Company's total provision for taxes includes income taxes on the Company's corporate subsidiaries. Net loss before income tax benefit consisted of the following for the years ended December 31, 2020 and 2019: 2020 2019 in thousands United States $(55,664) $(103,998) International (7,920) (5,779) Net loss before income tax benefit $(63,584) $(109,777) We account for income taxes in accordance with ASC 740. ASC 740 which requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. A valuation allowance was recorded against deferred tax assets that management assessed realization is not “more likely than not”. As of December 31, 2020, 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. The federal and state income tax benefit is summarized as follows for the years ended December 31, 2020 and 2019: 2020 2019 in thousands Current: Federal $— $— State 369 10 Foreign 315 (61) Total current $684 $(61) Deferred: Federal $(8,993) $(15,065) State (2,104) 2,368 Change in valuation allowance - US 8,392 2,302 Change in valuation allowance - Foreign 269 (1,451) Foreign (1,878) (15,971) Total deferred $(4,314) $(15,971) Income tax benefit $(3,630) $(16,032) The Company’s deferred tax assets and liabilities related to temporary differences and operating loss carryforwards were as follows as of December 31, 2020 and 2019: 2020 2019 in thousands Deferred tax assets: Accounts receivable reserve $224 $100 Net operating losses 29,230 26,207 163(j) interest limitation 11,894 12,583 Property and equipment depreciation 1,301 1,202 Tax credits 371 334 Accrued expenses 213 118 Stock compensation 840 83 Accrued payroll 2,870 7 Sales tax reserve 1,469 914 Deferred rent 2,100 1,519 Deferred revenue 362 97 Unrealized foreign exchange 37 35 Below market leases 120 — SRED expenditures 51 — Other 5 1 Total deferred tax assets 51,087 43,200 Less: valuation allowance (16,539) (7,878) Net deferred tax assets 34,548 35,322 F-39 2020 2019 in thousands Deferred tax liabilities: Intangible assets (36,963) (35,568) Property and equipment depreciation (5,928) (3,867) Unrealized foreign exchange (33) — Capitalized expenses (1,804) (1,192) Total deferred tax liabilities (44,728) (40,627) Net deferred tax liabilities $(10,180) $(5,305) The Company had federal and state net operating loss and tax credits as of the financial statement date as follows: Amount Expiration Years in thousands Net operating losses, federal (Post December 31, 2017) $9,595 Indefinite Net operating losses, federal (Pre January 1, 2018) $12,096 2028 2037 Net operating losses, state $4,764 Various Net operating losses, foreign $2,775 2035 Tax credits, federal $225 2037 Tax credits, foreign $146 Various ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not". In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and planning strategies in making this assessment. 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 $16.5 million and $7.9 million as of December 31, 2020 and 2019, 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, 2020, will be accounted for as follows: $13.3 million will be recognized as a reduction of income tax expense and $3.2 million will be recorded as an increase in equity. A reconciliation of our valuation allowance on deferred tax assets for the periods ended December 31, 2020 are as follows (in thousands): Balance at beginning of period $7,878 Additions to valuation allowance 8,661 Balance at end of period $16,539 The Company files income tax returns in the U.S. federal jurisdiction, Colorado, various other state jurisdictions, Canada, Jordan, the United Kingdom, and Australia. 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 2017 (year ended December 31, 2017) are no longer subject to audit. The net operating losses utilized during the open periods from select years prior to 2017 are subject to examination. The foreign jurisdictions statutes vary, but are generally 4 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. As of December 31, 2019 and 2020, there are no unrecognized benefits related to uncertain tax positions nor have we accrued any interest and penalties related to uncertain tax positions in the consolidated balance sheet or statement of operations. Penalties and interest, if incurred related to uncertain tax positions would be recorded as a portion of income tax expense in the year recognized. 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 as of December 31, 2020 is $0.4 million. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carry-back certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. The tax law changes in the CARES Act had an immaterial impact on the Company’s income tax provision during the year ended December 31, 2020. The Company elected to defer the payment of $3.5 million of payroll taxes under the CARES Act. Under this election $1.75 million will be payable on December 31, 2021, with the remainder payable on December 31, 2022. For the years ended December 31, 2020 and 2019, the income tax benefit differs from the expected tax provision (benefit) computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: 2020 2019 in thousands, except percent Benefit for income taxes at U.S. statutory rate $ (13,353) 21.0% $(23,053) 21.0% Change in income tax resulting from: State income benefit, net of federal benefit (1,694) 2.66% (2,100) 1.91% Stock compensation 1,579 (2.48)% 6,155 (5.61)% Nondeductible transaction costs 480 (0.76)% 104 (0.09)% Change in deferred state tax rate 552 (0.87)% (1,384) 1.26% Foreign rate differential (268) 0.42% (284) 0.26% Change in valuation allowance 8,661 (13.62)% 4,670 (4.25)% Tax credits (55) 0.09% (136) 0.12% Other 468 (0.75)% (4) 0.07% Income tax benefit $(3,630) 5.69% $(16,032) 14.67% |
Commitment and Contingencies (F
Commitment and Contingencies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies The Company is obligated under non-cancelable operating leases for office space and office machines expiring through 2030. Most of these leases include renewal options. Future minimum payments due under the existing lease agreements are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $2,039 2022 7,594 2023 6,595 2024 4,965 2025 4,729 Thereafter 17,256 Total future minimum payments due $43,178 Included in the condensed consolidated statements of operations and comprehensive loss is total rent expense of approximately $2.5 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively, and $7.1 million and $6.8 million for the nine months ended September 30, 2021 and 2020, respectively. From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. The Company assesses the applicability of nexus in jurisdictions in which the Company sells products and services. As of September 30, 2021 and December 31, 2020, the Company recorded a liability in the amount of $10.0 million and $8.3 million, respectively, within other long-term liabilities as a provision for sales and use 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. | Note 16. Commitments and Contingencies The Company is obligated under non-cancelable operating leases for office space and office machines expiring through 2030. Most of these leases include renewal options. Future minimum payments due under the existing lease agreements are as follows for the years ending December 31 (in thousands): Years ending December 31: 2021 $8,039 2022 7,017 2023 6,328 2024 4,903 2025 4,366 Thereafter 16,737 Total Future minimum payments due $47,390 Included in the consolidated statements of operations and comprehensive loss is total rent expense of $8.9 million and $6.9 million for the years ended December 31, 2020 and 2019, respectively. In the ordinary course of business, the Company enters into contractual arrangements with customers, suppliers, business partners and other parties pursuant to which it provides warranties and indemnities of varying scope and terms, including, but not limited to, indemnification for losses or claims suffered or incurred in connection with its services, breach of representations or covenants, intellectual property infringement or other claims and warranties regarding system performance or availability. In the event of such an indemnification obligation, payment may be conditional on the other party providing notice or otherwise making a claim pursuant to the terms specified in the particular contract. Further, the Company’s obligations under these contracts may be limited in terms of time and/or amount, and in some instances, it may also have recourse against third parties for such obligations. The Company has not recorded any liability for these indemnifications in the accompanying consolidated balance sheets; however, the Company accrues losses for any known contingent liability, including those that may arise from these provisions, when the obligation is both probable and reasonably estimable. The Company records an accrual for contingent liabilities when a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. When no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. 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, 2020 and 2019, the Company recorded a liability in the amount of $8.3 million and $4.3 million, respectively, within other long-term liabilities as a provision for sales and use 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. The Company has no indirect or direct guarantees of others; rather, the Company has cross guarantees among the Company and its wholly owned subsidiaries related to its outstanding long-term debt obligations. |
Related Parties (FY)
Related Parties (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Related Parties [Abstract] | |
Related Parties | Note 17. Related Parties As disclosed in Note 9, the Company issued two promissory notes to two former owners of acquired businesses in conjunction with acquisition activity during 2017. Such former owners subsequently became employees of the Company post acquisition. As of April 1, 2020, one of the owners is no longer an employee of the Company. The Company has various leases or subleases with employees of the Company. No material amounts were incurred or paid for the year ended December 31, 2020 and 2019 or due or owed as of December 31, 2020 and 2019. |
Geographic Areas (FY)
Geographic Areas (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Geographic Areas | Note 16. Geographic Areas The following table sets forth long-lived assets by geographic area as of: September 30, 2021 December 31, 2020 (in thousands) United States $34,053 $28,077 International $2,719 $2,697 | Note 18. Geographic Areas The following table sets forth long-lived assets by geographic area: December 31, 2020 2019 in thousands United States $28,077 $20,827 International $2,697 $738 |
Subsequent Events (FY)
Subsequent Events (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 17. Subsequent Events On November 2, 2021, the Company entered into an agreement to acquire 100% of the interest of DrChrono Inc., a software and digital billing service platform supporting physician-customer’s with practice management and revenue cycle management, for approximately $182.5 million. The transaction will close following all pending legal and regulatory matters being successfully resolved. | Note 19. Subsequent Events The Company has identified the following subsequent events: In January 2021, the Company acquired certain assets and liabilities in a stock purchase of Briostack LLC. This transaction qualifies as a business combination under ASC 805. Accordingly, the Company is in the process of recording all assets and liabilities assumed at their acquisition date fair values. The initial purchase price was $35 million. In March 2021, the Company acquired certain assets and liabilities in a stock purchase of Speetra, Inc. d/b/a pulseM (“pulseM”). This transaction qualifies as a business combination under ASC 805. Accordingly, the Company is in the process of recording all assets and liabilities assumed at their acquisition date fair values. The initial purchase price was $34.5 million. During 2021, the Company received proceeds of $72.1 million in connection with the DDTLs described in Note 9. |
Nature of the Business (Q3)
Nature of the Business (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of the Business | Note 1. Nature of the Business EverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software-as-a-service (“SaaS”) solutions 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, we serve over 500,000 customers across three core verticals: Home Services; Health Services; and Fitness & Wellness Services. Within our core verticals, our 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 and wellness sectors. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that complete end-to-end offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences. See Note 3 for additional information on acquired subsidiaries. The Company was incorporated in Delaware on September 29, 2016, and began operations on October 17, 2016 (Inception). The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom, Australia and New Zealand. The Company changed its name from PaySimple Holdings, Inc. to EverCommerce Inc. as of December 14, 2020. | Note 1. Nature of the Business EverCommerce Inc. and subsidiaries (the “Company” or “EverCommerce”) is a leading provider of integrated software-as-a-service (SaaS) solutions for service-based small- and medium-sized businesses, or service (“SMBs”). Our platform spans across the full lifecycle of interactions between consumers and service professionals with vertical-specific applications. Today, we serve over 500,000 customers across three core verticals: Home Services; Health Services; and Fitness & Wellness Services. Within our core verticals, our 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 and wellness sectors. Our platform provides vertically-tailored SaaS solutions that address service SMBs’ increasingly nuanced demands, as well as highly complementary solutions that complete end-to-end offerings, allowing service SMBs and EverCommerce to succeed in the market, and provide end consumers more convenient service experiences. See Note 3 for additional information on acquired subsidiaries. The Company was incorporated in Delaware on September 29, 2016, and began operations on October 17, 2016 (Inception). The Company is headquartered in Denver, Colorado, and has operations across the United States, Canada, Jordan, United Kingdom and Australia. The Company changed its name from PaySimple Holdings, Inc. to EverCommerce Inc. as of December 14, 2020. On October 17, 2016, the Company received an investment from Providence Strategic Growth II LP and Providence Strategic Growth II-A LP (the “Equity Sponsors”). In conjunction with the investment, the Company purchased all of the equity interest of EverCommerce Solutions Inc. (formerly PaySimple, Inc.) through EverCommerce Intermediate Inc. (formerly PaySimple Intermediate, Inc.) On July 21, 2019, the Company entered into a Stock Purchase Agreement (“Agreement” or “SLP Transaction”) with Silver Lake Alpine, L.P. and Silver Lake Alpine (“Offshore”), L.P. (collectively, “Silver Lake” or the “Purchasers”) and with Providence Strategic Growth II L.P., Providence Strategic Growth II-A L.P., Providence Strategic growth III L.P., Providence Strategic Growth III-A L.P., and PSG PS Co-Investors L.P. (collectively, “PSG” or the “PSG Sellers”) and with certain members of management (the “Eligible Holders”). The SLP transaction was completed on August 23, 2019 and the Company received a minority investment from Silver Lake who then also became Equity Sponsors. See Note 10 for additional information on the SLP transaction. In September and October 2020, both PSG and Silver Lake purchased additional equity interest. See Note 10 for additional information on these purchases. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2020 and the related notes contained in the Company’s final prospectus for its initial public offering of its common stock (“IPO”) dated as of June 30, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on July 6, 2021 (the “Prospectus”). The December 31, 2020 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the nine months ended September 30, 2021 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2020 and the related notes appearing in our Prospectus, other than as noted below in Accounting Pronouncements Issued and Adopted. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others. Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting Pronouncements Issued and Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Note 2. 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. As of December 31, 2020 and 2019, approximately 9% and 12% of the Company’s total accounts receivable were due from one of the Company’s third-party payment processors, respectively. Receivables from third-party payment processors consist of funds collected by the payment processor from various merchants on the Company’s behalf. In addition, as of December 31, 2019, 14% of the Company’s total accounts receivable were due from a separate customer. Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The Company is not exposed to significant market risk. 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 Note 4 and Note 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. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions include: • revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product rebates; • allowance for doubtful accounts; • valuation allowances with respect to deferred tax assets; • assumptions underlying the fair value used in the calculation of stock-based compensation; • valuation of intangible assets and goodwill; and • useful lives of tangible and intangible assets. 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. 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. Amounts collected on trade accounts receivable are included in net cash provided by (used in) operating activities in the consolidated statements of cash flows. 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. 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 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, 2020 and 2019. Capitalized Software, net In accordance with ASC Subtopic 350-40, Internal Use Software 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 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 FASB ASC Topic 350, Intangibles - Goodwill and Other 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’s annual impairment assessment did not identify any goodwill impairment during the years ended December 31, 2020 and 2019. Deferred Financing and Credit Facility Costs Debt issuance costs and discounts 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 and B Convertible Preferred Stock The Company accounts for its Series A Convertible Preferred Stock (“Series A”) and Series B Convertible Preferred Stock (“Series B”) shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity Revenue Recognition We recognize revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers 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 our 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 our 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. Our 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. Subscription revenue related contracts can be both short and long-term, with stated contract terms that range from one month to five years. Our 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 • License and related support services: 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 via digital means through our facilitation of payment information within our cloud-based applications. Group purchasing program administration services relate to our facilitation of group purchasing programs for members through which we aggregate member purchasing power to negotiate pricing discounts with suppliers. We have determined that the nature of our payment processing and administration services is a stand-ready obligation whereby we stand-ready to either arrange for the processing of transactions or stand-ready to provide members with access to our group purchasing program on a continuous basis throughout the contract term. • Payment processing services: F-12 variable consideration allocation exception and therefore are not required to estimate variable consideration or a related constraint, as we ascribe the transaction consideration earned to the distinct increment of time for which our service was provided. As a result, we measure revenue from our 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 our 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: Marketing Technology Solutions: Marketing Technology Solutions consist of digital advertising management and consumer connection services. Our advertising management services include content creation, search engine optimization and paid media management services. The nature of our 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 our 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. We typically earn a fixed recurring fee in exchange for our advertising management services; however, in certain instances, the transaction consideration to which we are entitled may be variable. We apply 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 we either recognize 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. Our consumer connection services relate to the sourcing and delivery of service requests from consumers to home service providers. Revenue for our 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 our estimation of transaction consideration. Payment for our consumer connection services is received in arrears, typically within one month of when our services have been provided. We record a contract asset 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. Our professional service offerings are typically sold as part of an arrangement for products or services included within our subscription or marketing revenue. Professional services associated with our 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. Our 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. Our hardware revenue consists of equipment that supports or enables our products or services within subscription and transaction fees offerings. Revenue associated with our performance obligations for hardware is recognized at a point-in-time, as dictated by the point in 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 our right to payment is not 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, but may vary. 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: Our 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. Judgement 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, we establish a 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, we estimate 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 we have established the stand-alone selling price of performance obligations as a range and utilize 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, we perform 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, we reallocate the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance. The established range is reassessed on a periodic basis when facts and circumstances surrounding these established ranges change. Our 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 FASB ASC Topic 460-10, Guarantees. 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 our contracts may be entirely variable or contain a variable component. When permitted, we apply the variable consideration allocation exception. This exception is generally met for our transaction fees, marketing technology solutions and professional services charged on a time-and-materials basis. When the variable consideration allocation exception is not permitted, we continue to assess the underlying judgements 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 Our 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. Our revenue arrangements are typically accounted for under such expedient as payments are within one year of transfer of our performance obligations within contracts with customers. Other considerations We have 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 (exclusive of depreciation and amortization) consists primarily of employee costs for our customer success teams, media expense related to our lead generation solutions, campaign mail expense, contract services, hosting costs, partnership costs and promotional costs. 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 $8.7 million and $5.0 million for the years ended December 31, 2020 and 2019, respectively. Stock-based Compensation The Company follows ASC Topic 718, Compensation—Stock Compensation The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted with time-based vesting. The following inputs 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 third-party history of market prices of its common stock, and as such volatility is estimated, using historical volatilities of comparable public entities. 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. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our 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 records uncertain tax positions in accordance with ASC Topic 740, Income Taxes Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ 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 entitle the holders of such shares to participate in dividends, but do 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. Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Refer to Note 12 for further discussion. 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 and Great British Pound. For the Company’s foreign subsidiaries that operate primarily in the U.S. dollar, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at the Spot Rate in effect at the consolidated balance sheet date. Non-monetary assets and liabilities are re-measured using historical exchange rates. Income and expense elements are re-measured 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 August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes principles in Topic 740. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. |
Acquisitions (Q3)
Acquisitions (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions | Note 3. Acquisitions 2021 Acquisitions During the nine months ended September 30, 2021, the Company completed four business acquisitions in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of service SMBs. All of the acquisitions qualified as business combinations under ASC Topic 805, Business Combinations Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. The Company’s condensed consolidated statements of operations and comprehensive loss include $4.1 million and $6.8 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated during the three and nine months ended September 30, 2021, respectively. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to all 2021 acquisitions is considered preliminary. The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition during the nine months ended September 30, 2021: Briostack PulseM MDTech Timely Total (in thousands) Cash $34,441 $34,484 $15,855 $99,748 $184,528 Rollover equity 726 — — — 726 Total consideration $35,167 $34,484 $15,855 $99,748 $185,254 Net assets acquired: Cash and cash equivalents $17 $— $101 $1,169 $1,287 Accounts receivable, trade 156 — 175 290 621 Other receivables 221 151 48 95 515 Prepaid expenses and other current assets 53 32 34 128 247 Property and equipment 22 4 16 219 261 Other non-current assets 144 3 — 52 199 Intangible—developed technology 1,360 2,380 1,640 7,014 12,394 Intangible—customer relationships 4,800 12,510 5,830 28,836 51,976 Intangible—trade name 390 260 200 1,414 2,264 Intangible—non-compete agreements 23 10 10 63 106 Goodwill 28,262 22,920 8,043 71,067 130,292 Deferred tax asset 1 — 2 1,863 1,866 Accounts payable (20) (113) (44) (230) (407) Other current liabilities (28) — — (670) (698) Accrued expenses and other (206) (99) (157) (971) (1,433) Deferred tax liability — (3,538) — (10,299) (13,837) Deferred revenue (28) (36) (43) (292) (399) Total net assets acquired $35,167 $34,484 $15,855 $99,748 $185,254 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 $34.5 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 $15.9 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 $99.7 million. Timely is based in New Zealand and has operations in the U.K. and Australia, as well. 2020 Acquisitions During 2020 and in the nine months ended September 30, 2020, the Company completed nine and five business acquisitions, respectively, in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. All of the acquisitions qualified as business combinations under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill. Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A 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 condensed consolidated results of operations include $15.5 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated in 2020, with $5.7 million incurred in the nine months ended September 30, 2020. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to 2020 acquisitions is considered final. 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 — 618 — — Fair value of earnout 2,455 — — — Total consideration $28,364 $22,182 $21,853 $32,507 Net assets acquired: Cash and cash equivalents $520 $3 $— $598 Accounts receivable, trade 3,401 320 510 688 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 — 177 — — Accounts payable (1,564) (148) — (498) Other current liabilities — — — — Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (251) — — (5,360) Deferred revenue — (184) (53) (16) Total net assets acquired $28,364 $22,182 $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 Contract assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 — 1,318 Fair value of earnout — — 3,471 Total consideration $143,100 $85 $415,268 Net assets acquired: Cash and cash equivalents $ 4,994 $ — $ 7,248 Accounts receivable, trade 981 — 6,855 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,268 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 is required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2020 and 2019, respectively. The earnout amount will be $2.0 million per year, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and has included the amount in the total consideration above. The 2019 earnout target was met and the earnout of $2 million was paid in 2020. At December 31, 2020, the Company concluded that the 2020 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative expense 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 is required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount will be $2.7 million, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and has included the amount in the total consideration above. At December 31, 2020, the Company noted no change in the fair value of the earnout from the acquisition date. At March 31, 2021, the Company concluded that the 2021 earnout target will not be met and released the liability with a corresponding gain of $1.0 million recorded in general and administrative expense on the consolidated statements of operations and comprehensive loss. There has been no further change in the fair value of the earnout from March 31, 2021. 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 three and nine months ended September 30, 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 nil and $6.9 million for the three months ended September 30, 2021 and 2020, respectively, and $3.8 million and $21.7 million for the nine months ended September 30, 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 $4.1 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively, and additional amortization expense of nil and $4.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $14.4 million for the nine months ended September 30, 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. Three Months Ended September 30, Nine Months Ended September 30, 2021 Pro Forma 2020 Pro Forma 2021 Pro Forma 2020 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $129,358 $107,830 $366,186 $ 303,762 Net loss $(32,775) $ (13,969) $(78,846) $ (67,884) Adjustments to net loss per share (see Note 12) — (13,686) (15,105) (39,896) Net loss attributable to common stockholders $(32,775) $ (27,655) $(93,951) $(107,780) Net loss per share attributable to common stockholders: Basic $(0.17) $(0.66) $(1.03) $(2.60) Diluted $(0.17) $(0.66) $(1.03) $(2.60) | Note 3. Acquisitions 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 Topic 805, Business Combinations 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 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 results of operations include $15.5 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated in 2020. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to certain 2020 acquisitions is considered preliminary with provisional amounts related to tax-related and other items. 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 Remodeling Qiigo AlertMD Invoice Simple in thousands 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 — 177 — — Accounts payable (1,564) (148) — (498) Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (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 Contract Assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 Deferred tax asset — — — — Accounts payable (61) (79) (215) (209) Other current liabilities — — (57) — Accrued expenses and other (210) (450) (872) (162) Deferred revenue — — — — Deferred tax liability (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) 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 is required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2020 and 2019, respectively. The earnout amount will be $2.0 million per year, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and has included the amount in the total consideration above. The 2019 earnout target was met and the earnout of $2 million was paid in 2020. At December 31, 2020, the Company concluded that the 2020 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative expense 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 is required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount will be $2.7 million, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and has included the amount in the total consideration above. At December 31, 2020, the Company noted no change in the fair value of the earnout from the acquisition date. 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. 2019 Acquisitions During 2019, the Company completed 13 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 noncompete 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 results of operations include $14.1 million of acquisition related transaction costs within general and administrative expense for acquisitions consummated in 2019. 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 2019: AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Cash $30,305 $9,319 $971 $627 $47,445 Rollover equity — — — — — Fair value of earnout — — — — — Total consideration $30,305 $9,319 $971 $627 $47,445 Net assets acquired: Cash and cash equivalents $113 $38 $— $— $325 Accounts receivable, trade 1,144 780 40 1 — Contract assets 143 172 28 23 244 Prepaid expenses and other current assets 2,083 102 — 2 11 Property and equipment 76 47 — — — Other non-current assets 1 89 — — — Intangible—developed technology 3,068 600 — — 950 Intangible—customer relationships 14,868 4,000 1,017 707 20,150 Intangible—trade name 775 300 — — 300 AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Intangible—non-compete agreements 8 — — — 130 Goodwill 15,646 3,359 212 143 25,803 Deferred tax asset, net — 2 — 5 1 Accounts payable (488) (6) — — — Accrued expenses and other (3,901) (49) — — (305) Deferred revenue (808) (115) — (254) (25) Customer deposits — — (326) — (139) Deferred tax liability, net (2,423) — — — — Total net assets acquired $30,305 $9,319 $971 $627 $47,445 33 Mile Radius eProvider Solutions CollaborateMD Security Information Systems American Service Finance in thousands Cash $9,199 $8,808 $76,197 $67,246 $33,179 Rollover equity 359 — — — — Fair value of earnout — — — 62 — Total consideration $9,558 $8,808 $76,197 $67,308 $33,179 Net assets acquired: Cash and cash equivalents $228 $— $232 $145 $2,530 Accounts receivable, trade 18 352 175 1,608 85 Contract assets — — 35 216 — Prepaid expenses and other current assets 60 32 929 115 566 Property and equipment — — 1,205 46 1,793 Other non-current assets 3 1 101 — 277 Intangible—developed technology 480 800 6,100 4,450 350 Intangible—customer relationships 5,440 4,200 28,800 3,400 10,600 Intangible—trade name 170 200 800 600 450 Intangible—non-compete agreements 50 50 80 — — Intangible—government contracts — — — 28,600 — Goodwill 3,460 3,312 40,196 29,171 19,717 Deferred tax asset, net — — — 15 — Accounts payable (37) (25) (227) (3) — Accrued expenses and other (314) (114) (2,202) (238) (3,189) Deferred revenue — — — (570) — Customer deposits — — (27) (247) — Total net assets acquired $9,558 $8,808 $76,197 $67,308 $33,179 Jimmy Marketing ClubWise RoofSnap Total in thousands Cash $7,077 $15,454 $10,049 $315,876 Rollover equity — 1,377 — 1,736 Fair value of earnout — 1,782 — 1,844 Total consideration $7,077 $18,613 $10,049 $319,456 Net assets acquired: Cash and cash equivalents $— $1,428 $383 $5,422 Accounts receivable, trade 134 68 — 4,405 Contract assets 15 — — 876 Prepaid expenses and other current assets 410 236 20 4,566 Property and equipment — 153 22 3,342 Other non-current assets — — — 472 Intangible—developed technology — 1,613 760 19,171 Intangible—customer relationships 3,390 9,032 4,470 110,074 Intangible—trade name 120 323 60 4,098 Intangible—non-compete agreements 150 13 100 581 Intangible—government contracts — — — 28,600 Goodwill 3,491 9,409 4,491 158,410 Deferred tax asset, net 1 — 3 27 Accounts payable (3) (82) — (871) Accrued expenses and other (492) (1,708) (185) (12,697) Deferred revenue (100) — (75) (1,947) Customer deposits (39) — — (778) Deferred tax liability, net — (1,872) — (4,295) Total net assets acquired $7,077 $18,613 $10,049 $319,456 AllMeds On January 9, 2019, the Company acquired 100% of the voting equity interest of AllMeds, Inc., a provider of offerings to enable its customers, physician practices, to offload and automate manual processes, optimize operational efficiency, and improve claim submission and reimbursement processes, for $30.3 million. Secure Global Solutions On January 16, 2019, the Company acquired 100% of the voting equity interest of Secure Global Solutions, LLC, a provider of central station automation and network solutions for the alarm monitoring industry, for $9.3 million. HSR-FL On January 18, 2019, the Company acquired certain assets of Home Services Review of Florida, Inc. (“HSR-FL”), a provider of homeowner referral services for home improvement and repair services through an annual printed Homeowner Referral Guidebook and associated web site and mobile applications, for $1.0 million. Saber Marketing On January 22, 2019, the Company acquired certain assets and liabilities of Saber Marketing Group, LLC, a provider of homeowner referral services for home improvement and repair services through an annual printed Homeowner Referral Guidebook and associated web site and mobile applications, for $0.6 million. Studio Director On February 14, 2019, the Company acquired 100% of the voting equity interest of OnVision Solutions, Inc., dba The Studio Director (“Studio Director”), a provider of cloud-based business management software solutions for children’s activities centers to more effectively and efficiently run the centers’ businesses, for $47.4 million. 33 Mile Radius On February 21, 2019, the Company acquired 100% of the voting equity interest of 33 Mile Radius LLC, a provider of customer leads to disaster mitigation contractors to help them generate revenue and grow their businesses, for $9.6 million. Under the terms of the purchase agreement, certain members of 33 Mile Radius LLC received 180,574 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.4 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. eProvider Solutions On March 1, 2019, the Company acquired 100% of the voting equity interest of eProvider Solutions, LLC, an insurance clearinghouse that provides cloud-based claims processing software and services to connect healthcare institutions and providers with patients and insurance payors, for $8.8 million. CollaborateMD On March 19, 2019, the Company acquired 100% of the voting equity interest of CollaborateMD, Inc., a leading SaaS-based provider of practice management and medical billings solutions to small-to-medium sized physician practices and outsourced medical billings companies, for $76.2 million. Security Information Systems On June 11, 2019, the Company acquired 100% of the voting equity interest of Security Information Systems, Inc., a provider of central station alarm monitoring and dispatch platform solutions to customers in the security and defense industries, for $67.3 million. American Service Finance On August 20, 2019, the Company acquired certain assets and liabilities of American Service Finance Corporation, a provider of payment and billing solutions for health clubs, fitness clubs, and martial arts studios, for $33.2 million. Jimmy Marketing On August 20, 2019, the Company acquired 100% of the voting equity interest of JE2000, LLC dba Jimmy Marketing, a provider of performance marketing and lead generation solutions that allow companies in the medical services industry to maximize patient intake and retention, for $7.1 million. ClubWise On October 25, 2019, the Company acquired 100% of the voting equity interest of ClubWise Software Limited and ClubWise Software Pty. Ltd (collectively “ClubWise”), 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 to improve efficiency, for $18.6 million. Under the terms of the purchase agreement, certain stockholders of ClubWise Software Limited received 283,286 shares of common stock rollover equity. The Company assessed the fair value of the shares at $1.4 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. Under the terms of the purchase agreement, the Company is required to pay the seller an earnout of up to $2.0 million. The earnout is based on the acquired entity achieving $5.4 million of total revenue during calendar year 2020 and 2021. If the revenue target is met for 2020, the payment to the sellers will be $1.3 million and if it is met again in 2021, the payment is an additional $0.7 million. At the acquisition date, the Company determined the fair value of the earnout to be $1.8 million and has included the amount in the total consideration above. At December 31, 2020, the Company has re-evaluated the fair value of the earnout and concluded that it remains $1.8 million. RoofSnap On December 27, 2019, the Company acquired 100% of the voting equity interest of RoofSnap LLC, a provider of roof measuring and estimating solutions to small, individual and commercial contractors and independent adjusters, for $10.0 million. With respect to total goodwill recognized for the business acquisitions consummated during the year ended December 31, 2019, the Company expects that $133.3 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, 2020 and 2019, as if the aforementioned 2020 and 2019 acquisitions had occurred as of January 1, 2019. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $11.5 million and $30.6 million for the years ended December 31, 2020 and 2019, 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 $15.5 million and $14.1 million for the years ended December 31, 2020 and 2019, and additional amortization of $8.9 million and $28.0 million for the years ended December 31, 2020 and 2019, respectively, resulting from the amortization of amortizable intangible assets beginning as of January 1, 2019. 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, 2020 Pro Forma 2019 Pro Forma (unaudited) in thousands, except per share amounts Total revenue $389,478 $365,006 Net loss $(69,313) $(127,982) Adjustments to net loss (see Note 12) $(67,811) $(289,336) Net loss attributable to common stockholders $(137,124) $(417,318) Net loss per share attributable to common stockholders: Basic $(3.29) $(15.40) Diluted $(3.29) $(15.40) |
Revenue (Q3)
Revenue (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4. Revenue Disaggregation of Revenue The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) By pattern of recognition (timing of transfer of services): Point in time $ 13,743 $ 12,953 $ 37,324 $ 34,891 Over time 114,791 76,198 317,166 210,630 Total $128,534 $ 89,151 $354,490 $ 245,521 By Geographical Market: United States $ 118,721 $82,368 $ 325,179 $ 227,152 International 9,813 6,783 29,311 18,369 Total $128,534 $ 89,151 $354,490 $245,521 Contract Balances Supplemental balance sheet information related to contracts from customers as of: September 30, 2021 December 31, 2020 (in thousands) Accounts receivables $31,699 $24,966 Contract assets $ 13,595 $ 9,838 Deferred revenue $ 21,677 $ 13,621 Customer deposits $ 8,384 $ 8,247 Long-term deferred revenue $ 2,511 $ 2,297 Accounts receivable, net: Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due. Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint. Contract liabilities : Contract liabilities represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Short-term contract liabilities are included within deferred revenue on the consolidated balance sheets. Long-term contract liabilities are included within long-term deferred revenue on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2020 was $12.4 million for the nine months ended September 30, 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 September 30, 2021, was $15.9 million, which is comprised of contracts where the contract term under ASC 606 is in excess of one year. The Company expects to recognize approximately 45% of its remaining performance obligations as revenue within the next year, 28% of its remaining performance obligations as revenue the subsequent year, 24% of its remaining performance obligations as revenue in the third year, and the remainder during the two year period thereafter. Cost to Obtain and Fulfill a Contract The Company incurs certain costs to obtain contracts, principally sales and third-party commissions, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less). Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over 5 years, which corresponds with the useful life of the related capitalized software. Short-term assets were $4.2 million and $2.7 million at September 30, 2021 and December 31, 2020, respectively, and long-term assets were $10.7 million and $7.2 million at September 30, 2021 and December 31, 2020, respectively. The Company recorded $1.0 million and $0.5 million of amortization expense related to assets for the three months ended September 30, 2021 and 2020, respectively, and $2.7 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively, which is included in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss. The Company has concluded that there are no other material costs incurred in fulfillment of customer contracts that are not accounted for under other GAAP, which meet the capitalization criteria under ASC 606 and FASB ASC Topic 340-40, Accounting for Other Assets and Deferred Costs | Note 4. Revenue Disaggregation of Revenue The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market for the years ended December 31, 2020 and 2019: 2020 2019 in thousands By pattern of recognition (timing of transfer of services): Point in time $45,589 $21,968 Over time 291,936 220,174 Total $337,525 $242,142 By Geographical Market: United States $310,472 $230,560 International 27,053 11,582 Total $337,525 $242,142 Contract Balances Supplemental balance sheet information related to contracts from customers as of December 31, 2020 and 2019 was as follows: 2020 2019 in thousands Accounts receivables $24,966 $17,447 Contract assets 9,838 8,421 Deferred revenue 13,621 11,646 Customer deposits 8,247 3,430 Long-term deferred revenue 2,297 2,211 Accounts receivable, net: Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by us, when payment is unconditional and only the passage of time is required before payment is due. Contract assets: Contract assets represent rights to consideration in exchange for products or services that have been transferred (i.e., the performance obligation or portion of the performance obligation has been satisfied), but payment is conditional on something other than the passage of time. These amounts typically relate to contracts that include on-premise licenses and professional services where the right to payment is not present until completion of the contract or achievement of specified milestones and the fair value of products or services transferred exceed this constraint. Contract liabilities : Contract liabilities represent our obligation to transfer products or services to a customer for which consideration has been received in advance of the satisfaction of performance obligations. Short-term contract liabilities are included within deferred revenue on the consolidated balance sheets. Long-term contract liabilities are included within long-term deferred revenue on the consolidated balance sheets. Revenue recognized from the contract liability balance at December 31, 2019 was $11.6 million for the year ended December 31, 2020. 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. Additionally, legal contracts that include termination rights are considered to be contracts with a term of one month and are therefore also 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, 2020, was $13.2 million, which is comprised of contracts where the contract term under ASC 606 is in excess of one year. The Company expects to recognize approximately 43% of its remaining performance obligations as revenue within the next year year year remainder Cost to Obtain and Fulfill a Contract The Company incurs certain costs to obtain contracts, principally sales and third-party commissions, which the Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater than one year (as the Company has elected the practical expedient to expense any costs to obtain a contract when the liability is incurred if the amortization period of such costs would be one year or less). Assets resulting from costs to obtain contracts are included within prepaid expenses and other current assets for short-term balances and other non-current assets for long-term balances on the Company’s consolidated balance sheets. The costs to obtain contracts are amortized over 5 years, which corresponds with the useful life of the related capitalized software. Short-term assets were $2.7 million and $1.6 million at December 31, 2020 and 2019, respectively, and long-term assets were $7.2 million and $4.0 million at December 31, 2020 and 2019, respectively. The Company recorded $2.3 million and $0.8 million of amortization expense related to assets for the years ended December 31, 2020 and 2019, respectively, which is included in sales and marketing 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 FASB ASC Topic 340-40, Accounting for Other Assets and Deferred Costs |
Goodwill (Q3)
Goodwill (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | Note 5. Goodwill Goodwill activity consisted of the following for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 668,151 Acquired goodwill 130,292 Measurement period adjustments (1) 293 Effect of foreign currency exchange rate changes (2,518) Balance at September 30, 2021 $796,218 (1) The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020. | Note 5. Goodwill Goodwill consisted of the following as of December 31, 2020 and 2019 (in thousands): Balance, January 1, 2019 $267,668 Additions 158,410 Effect of foreign currency exchange rate changes 490 Balance, December 31, 2019 426,568 Additions 240,755 Effect of foreign currency exchange rate changes 828 Balance, December 31, 2020 $668,151 |
Intangible Assets (Q3)
Intangible Assets (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 6. Intangible Assets Intangible assets consisted of the following as of: September 30, 2021 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $ 553,755 $ 168,013 $ 385,742 Developed technology 2-12 years 97,707 38,192 59,515 Trade name 3-10 years 34,973 13,353 21,620 Non-compete agreements 3-5 years 2,399 1,428 971 Total $688,834 $220,986 $467,848 December 31, 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $502,614 $ 113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $ 623,148 $152,419 $470,729 Amortization expense was $24.2 million and $17.8 million for the three months ended September 30, 2021 and 2020, respectively, and $68.7 million and $51.3 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 6. Intangible Assets Intangible assets consisted of the following as of December 31, 2020 and 2019: 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 3-20 years $502,614 $113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $623,148 $152,419 $470,729 2019 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 5-19 years $356,253 $58,008 $298,245 Developed technology 2-10 years 64,846 16,614 48,232 Trade name 3-7 years 26,033 6,624 19,409 Non-compete agreements 2.5-5 years 1,791 567 1,224 Total $448,923 $81,813 $367,110 Amortization expense was $70.6 million and $49.9 million for the years ended December 31, 2020 and 2019, respectively. The weighted average useful life of intangible assets acquired is 9.7 years and 13.2 years for the years ended December 2020 and 2019, 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 for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 85,836 2022 81,437 2023 71,907 2024 57,377 2025 46,552 Thereafter 127,620 Total amortization expense for the Company’s intangible assets $ 470,729 |
Property and Equipment (Q3)
Property and Equipment (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 7. Property and Equipment Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Computer equipment and software $ 7,259 $ 5,455 Furniture and fixtures 3,926 3,728 Leasehold improvements 12,037 11,886 Total property and equipment 23,222 21,069 Less accumulated depreciation (9,142) (6,364) Property and equipment, net $14,080 $14,705 Depreciation expense was $1.0 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, and $2.8 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 7. Property and Equipment Property and equipment consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Computer equipment and software $5,455 $3,103 Furniture and fixtures 3,728 2,524 Leasehold improvements 11,886 8,461 Total property and equipment 21,069 14,088 Less accumulated depreciation (6,364) (2,388) Property and equipment, net $14,705 $11,700 Depreciation expense was $4.0 million and $1.7 million for the years ended December 31, 2020 and 2019, respectively. |
Capitalized Software (Q3)
Capitalized Software (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Capitalized Software | Note 8. Capitalized Software Capitalized software consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Capitalized software $29,397 $20,339 Less: accumulated amortization (6,705) (4,270) Capitalized software, net $ 22,692 $16,069 Amortization expense was $0.9 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and $2.4 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively. | Note 8. Capitalized Software Capitalized software consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Capitalized software $20,339 $11,752 Less accumulated amortization (4,270) (1,887) Capitalized software, net $16,069 $9,865 Amortization expense was $2.4 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively. |
Long-Term Debt (Q3)
Long-Term Debt (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | Note 9. Long-Term Debt Long-term debt consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.75 0.25 $350,000 $ — Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.33 35,000 — Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 5.50 5.65 0.25 — 720,964 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 — 15 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,805 2,633 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,608 2,476 Principal debt 390,413 726,088 Deferred financing costs on long-term debt (3,558) (1,054) Discount on long-term debt (1,787) (26,702) Total debt 385,068 698,332 Less current maturities 6,279 7,294 Long-term portion $378,789 $691,038 The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of September 30, 2021, the Company obtained trading prices for the term notes outstanding. Such instruments are classified as Level 1. 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. Such instruments are classified as Level 2. The fair value amounts were approximately $390.9 million and $710.3 million as of September 30, 2021 and December 31, 2020, respectively. As of January 1, 2020, the Company had an outstanding credit agreement under which the Company obtained (i) a term loan of $415.0 million (“Term Loan”), (ii) commitments for delayed draw term loans (“DDTLs”) up to $135.0 million and (iii) commitments for revolving loans (Revolver) up to $50.0 million including commitments for the issuance of up to $10.0 million of letters of credit (together, the “Credit Facility”). During the year ended December 31, 2020, the Company entered into an amendment to the Credit Facility which provided an incremental commitment for additional DDTLs of $250.0 million, resulting in a total commitment for DDTLs of $385.0 million. The incremental commitment DDTLs bore the same terms and conditions as the original DDTLs within the Credit Facility. During the year ended December 31, 2020, the Company received proceeds of $264.7 million, net of discount on long-term debt of $9.0 million, in connection with the DDTLs. During the three and nine months ended September 30, 2021, the Company received proceeds of nil nil In March 2020, the Company borrowed $50.0 million under the revolver at rates ranging from 5.68% to 6.25%. The Company repaid the revolver in full in September 2020 and no balance was outstanding at December 31, 2020. In connection with the IPO, the Company refinanced its outstanding credit facility on July 6, 2021. The Company entered into a new credit facility (“New Credit Facility”) that includes term loans in an aggregate principal amount of $350.0 million (“New Term Loans”) and a revolver with a capacity of $190.0 million (“New Revolver”), of which it borrowed $79.0 million upon closing, and which it repaid $44.0 million during the three months ended September 30, 2021. The proceeds from the New Term Loans and New Revolver were used in conjunction with the proceeds from the IPO to retire the existing Credit Facility. The New Term Loans have a term of seven years, and quarterly payments of principal of $0.9 million and interest in arrears. The New Revolver has a term of five years. Borrowings under the New Credit Agreement will be available as alternate base rate (“ABR”) or Eurocurrency borrowings. ABR borrowings under the New Credit Agreement 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 ½ As of January 1, 2020, the Company also had outstanding subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind (“PIK”) interest. The interest on the Legacy Subordinated Notes is all PIK and is due upon maturity. Total PIK interest was $0.1 million for each of the three months ended September 30, 2021 and 2020, and $0.3 million for each of the nine months ended September 30, 2021 and 2020. The Company’s New Credit Facility is subject to certain financial and nonfinancial covenants and is secured by substantially all assets of the Company. As of September 30, 2021, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $ 875 2022 9,362 2023 3,500 2024 3,500 2025 3,500 Thereafter 370,125 Total aggregate maturities of the Company’s debt $390,862 Included in aggregate maturities is future paid-in-kind interest totaling $0.5 million that will accrue over the term of the related debt. | Note 9. Long-Term Debt Long-term debt consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 4.50 5.65 7.30 0.25 $720,964 $453,065 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 15 105 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,633 2,419 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,476 2,308 Principal debt 726,088 457,897 Deferred financing costs on long-term debt (1,054) (970) Discount on long-term debt (26,702) (18,164) Total debt 698,332 438,763 Less current maturities 7,294 4,632 Long-term portion $691,038 $434,131 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. Such instruments are classified as Level 2. The fair value amounts were $710.3 million and $438.8 million as of December 31, 2020 and 2019, respectively. As of January 1, 2019, the Company had outstanding term notes payable (“Legacy Term Notes”) and subordinated promissory notes (“Legacy Subordinated Notes”) that included paid-in-kind (“PIK”) interest. The PIK interest on the Legacy Term Notes bore an interest rate of 1.75% and was accrued on the last business day of each quarter. The interest on the Legacy Subordinated Notes is all PIK and is due upon maturity. Total PIK interest was $0.4 million and $1.3 million for the year ended December 31, 2020 and 2019, respectively. Prior to the execution of the August 2019 credit agreement, the Company issued notes in the amount of $143.0 million through Equity Sponsors (“ES Notes”). The ES Notes required monthly payments of principal and interest. Interest rates on the ES Notes were floating based on one month LIBOR plus a spread of 8.25%. In conjunction with the August 2019 equity transaction described further in Note 10, the Company entered into a credit agreement under which the Company obtained (i) a term loan of $415.0 million (“Term Loan”), (ii) commitments for delayed draw term loans (“DDTLs”) up to $135.0 million and (iii) commitments for revolving loans (Revolver) up to $50.0 million including commitments for the issuance of up to $10 million of letters of credit (together, the “Credit Facility”). During the year ended December 31, 2019, the Company received proceeds of $39.2 million in connection with the DDTLs. The Company used proceeds from the Credit Facility to repay the outstanding balance of the ES Notes and Legacy Term Notes. The Company recorded the difference between the amount paid to extinguish the debt and the carrying value of the debt, inclusive of deferred financing costs, as a loss on extinguishment of debt of $15.5 million in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company entered into an amendment to the Credit Facility which provided an incremental commitment for additional DDTLs of $250 million, resulting in a total commitment for DDTLs of $385 million. The incremental commitment DDTLs bear the same terms and conditions as the original DDTLs within the Credit Facility. During the year ended December 31, 2020, the Company received proceeds of $264.7 million, net of discount on long-term debt of $9.0 million, in connection with the DDTLs. The Company pays commitment fees on the revolver at a variable rate that ranges from 0.375% to 0.50% per annum (based on the Company’s most recent first lien leverage ratio) and the incremental delayed draw unused commitments of 1.5% per annum, in each case, paid quarterly in arrears. In March 2020, the Company borrowed $50.0 million under the revolver at rates ranging from 5.68% to 6.25%. The Company repaid the revolver in full in September 2020 and no balance was outstanding at December 31, 2020. The outstanding balance of the Credit Facility at December 31, 2020 of $721.0 million is comprised of $409.8 million related to the Term Loan and $311.2 million related to the aggregate DDTLs. The outstanding balance of the Legacy Subordinated Notes at December 31, 2020 is $5.1 million. The Company’s Credit Facility is subject to certain financial and nonfinancial covenants and is secured by substantially all assets of the Company. As of December 31, 2020, the Company was in compliance with all of its covenants. Aggregate maturities of the Company’s debt for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 7,294 2022 13,152 2023 7,279 2024 7,279 2025 691,848 Thereafter — Total aggregate maturities of the Company’s debt $ 726,852 Included in aggregate maturities is future paid-in-kind interest totaling $0.8 million that will accrue over the term of the related debt. Information related to changes to the Company’s debt outstanding subsequent to December 31, 2020, are included in subsequent events in Note 19. |
Convertible Preferred Stock (Q3
Convertible Preferred Stock (Q3) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note 10. Convertible Preferred Stock Immediately prior to the closing of the IPO, the Company filed an Amended and Restated Certificate of Incorporation on July 6, 2021 with the Secretary of State of the State of Delaware to authorize the issuance up to 2,050,000,000 shares, par value $0.00001 per share, consisting of 2,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. In connection with the IPO, all of the Company’s then outstanding convertible preferred stock converted into shares of common stock on a one-for-one basis. Upon conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock and additional paid-in capital. 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. Prior to the effectiveness of the Amended and Restated Certificate of Incorporation on July 6, 2021 the Company was authorized to issue 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. The Series A shares were redeemable upon a deemed liquidation event not solely within the Company’s control. The redemption price would have been the cash or value of the property, rights or securities paid or distributed upon a deemed liquidation event. Prior to the Second Amended and Restated Certificate of Incorporation, Series A preferred stock holders were entitled to cumulative dividends that accrued at annual rate of 4% of the Series A Preferred Stock original issue price, compounded annually. The Series A preferred stock holders were not entitled to accrue additional dividends after August 23, 2019. The Series B shares were redeemable upon a deemed liquidation event not solely within the Company’s control or upon written notice from a majority of the holders of Series B shares at any time on or after February 23, 2026. The redemption price was prescribed in the Company’s Second Amended and Restated Certificate of Incorporation, and was based on inputs including, but not limited to, the original issuance price of the Series B shares, accrued dividends whether or not declared, and the fair value of common stock. Series B holders were entitled to cumulative dividends that accrued at an annual rate of 10% of the Series B share original issue price (as adjusted in accordance with the Company’s Second Amended and Restated Certificate of Incorporation), compounded annually. The initial original issue price for the Series B shares issued ranged from $9.12 per share to $9.14 per share. Accumulated and undeclared Series B preferred dividends were $101.1 million and $86.0 million as of July 6, 2021 (the date on which the Series B converted to common) and December 31, 2020, respectively. Such dividends would have been payable only upon the occurrence of a deemed liquidation event or voluntary or involuntary dissolution, liquidation or winding up of the Company without certain consents required by the organizational documents of the Company. In May 2021, the Company issued 7,857,142 shares of Series C for proceeds of $109.8 million net of issuance costs. The Series C shares were redeemable upon a deemed liquidation event not solely within the Company’s control. The redemption price would have been the cash or value of the property, rights or securities paid or distributed upon a deemed liquidation event. In accordance with ASC 480, Distinguishing Liabilities from Equity |
Stock-Based Compensation (Q3)
Stock-Based Compensation (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 11. Stock-Based Compensation In 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the granting of stock-based awards, including stock options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, and other stock-based awards. In connection with the IPO, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO and, as a result of which, the Company can no longer make awards under the 2016 Plan. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was 22,000,000 shares, inclusive of available shares previously reserved for issuance under the 2016 Plan. In addition, the number of shares reserved for issuance under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 3% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) 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. Stock Options During the nine months ended September 30, 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 granted prior to the IPO 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 offer 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 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 of 2023. To date, $2.4 million of stock-based compensation expense has been recognized related to the market condition-based options. Restricted Stock Awards and Units 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 approximates the service period. The time vesting RSAs were fully vested as of December 31, 2020. The Company 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 of the Company purchase 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 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. There was nil In connection with the IPO, the Company issued 0.5 million 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. On the grant date the awards were valued at $17.00 per share totaling $9.1 million. The Company records compensation expense for these awards on a straight-line basis, which approximates the service period. For the three and nine months ended September 30, 2021 the Company recorded $0.6 million related to these time vesting RSUs, the majority of which is included in general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss. 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”). 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. During the three months ended September 30, 2021 employees were not yet offered the opportunity to participate in the 2021 Employee Stock Purchase Plan and accordingly no compensation expense has been recorded. Stock-based Compensation Expense Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Cost of revenues $ 173 $ — $ 178 $ — Sales and marketing 160 — 298 — Product development 295 — 437 — General and administrative 4,117 3,470 15,936 5,297 Total stock-based compensation expense $4,745 $3,470 $16,849 $5,297 | Note 11. Stock-Based Compensation In 2016, the Company adopted the 2016 Equity Incentive Plan (the Plan). The Plan provides 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 Plan allows for the granting of stock-based awards through January 17, 2027. As of December 31, 2020, the Company has authorized 34.7 million shares of common stock for issuance under the Plan. Stock options: During 2020 and 2019, the Company granted stock options and restricted stock to employees and directors. Time-based options and restricted stock granted vest 25% after one year, and then monthly over the next three years; carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s board of directors; and expire 10 years from date of grant. The service period is considered the vesting period. Performance-based options vest as follows: 50% of a holder’s award vests upon a change of control or an initial public offering if the per share cash price received in connection with such change of control or the per share offering price in such initial public offering is at least $27.4068, and the other 50% of the holder’s award vest s if there is a change of control or the initial public offering price is at least $36.5424. The performance-based options carry an exercise price equal to the fair market value at the date of grant as determined by the Company’s board of directors and expire 10 years from date of grant. To date, no stock compensation expense has been recognized related to the performance-based options as the vesting of such options is not deemed probable. The relevant data used to determine the value of the time-based and performance-based stock options is as follows: 2020 2019 Weighted-average risk-free interest rate 1.65% 2.13% Expected term in years 6.1 5.9 Weighted-average expected volatility 43% 41% Expected dividends 0% 0% The summary of time-based stock option activity for the years ended December 31, 2020 and 2019, 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, 2019 1,885 $3.30 $207 Granted 428 4.43 Exercised (270) 2.94 Forfeited (272) 3.97 Outstanding balance at December 31, 2019 1,771 3.53 2,363 Granted 10,174 9.14 Exercised (112) 3.01 Forfeited (186) 6.36 Outstanding balance at December 31, 2020 11,647 $8.39 9.66 $3,575 Exercisable at December 31, 2020 1,222 $3.35 6.63 $3,047 The summary of performance-based option activity for the years ended December 31, 2020 and 2019, is as follows: Number of Options Weighted- Average Exercise Price Outstanding balance at January 1, 2019 80 $2.95 Granted — — Exercised — — Forfeited — — Outstanding balance at December 31, 2019 80 $2.95 Granted 2,544 9.14 Exercised — — Forfeited (30) 9.14 Outstanding balance at December 31, 2020 2,594 $8.94 While there is currently no market for the Company’s common stock, the Company estimates the value of its common stock with the assistance of a third-party valuation firm. The weighted-average grant date fair value of time-based stock options granted was $1.27 and $0.42 for the year ended December 31, 2020 and 2019, respectively. The weighted-average grant date fair value of performance-based stock options granted was $1.29 for the year ended December 31, 2020. Compensation expense of $3.1 million and $0.3 million was recognized in stock-based compensation for the years ended December 31, 2020 and 2019, respectively. Compensation expense is recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss. The unrecognized compensation expense associated with outstanding time-based and performance-based stock options at December 31, 2020 was $9.2 million and $3.3 million, respectively. The time-based stock options are expected to be recognized over a weighted average period of 1.2 years. The performance-based options will be recognized upon applicable performance conditions being met. Certain immaterial related tax benefits of the stock-based compensation expense and exercise of stock options have been recognized in the statement of operations and comprehensive loss for the years ended December 31, 2020 and 2019. Restricted Stock Awards During 2017, the Company granted 3.9 million time vesting restricted stock awards. The awards vest 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 records compensation expense for these awards on a straight-line basis over the vesting period, which approximates the service period. Compensation expense of $0.6 million and $0.7 million was recognized in general and administrative in the statement of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively. There was no unrecognized compensation expense associated with the time vesting awards as of December 31, 2020. The summary of time vesting restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 1,807 $0.75 Granted — — Vested (975) 0.75 Unvested, restricted stock awards at December 31, 2019 832 0.75 Granted — — Vested (832) 0.75 Unvested, restricted stock awards at December 31, 2020 — $— The Company also granted 1.6 million shares of funding restricted stock awards during the year ended December 31, 2018. The funding awards only vest in the instances in which the majority owners of the Company purchase preferred stock. The shares will vest 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 restricted stock awards were modified such that the awards vest upon an investment by either PSG or Silver Lake and the percentage of awards that vest 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 will be recognized based on the fair value of the award at the modification date. The compensation expense associated with the unvested funding awards will be recorded on the vesting date. As discussed in Note 10, the Equity Sponsors purchased additional preferred stock in 2020 and as a result, certain funding restricted stock awards vested. Unvested funding restricted stock awards terminate upon the earlier of an Initial Public Offering or a sale of the Company, as defined in the 2016 Stockholders’ Agreement. The summary of funding restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 3,233 $— Granted — — Vested — — Unvested, restricted stock awards at December 31, 2019 3,233 4.86 Granted — — Vested (1,205) 5.81 Unvested, restricted stock awards at December 31, 2020 2,028 $5.81 The recognized compensation cost was $7.0 million and nil |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share Attributable to Common Stockholders | Note 12. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except share and per share amounts) Numerator: Net loss $ (36,906) $ (5,444) $ (77,235) $ (39,031) Accretion of Series B to redemption value — (13,686) (15,105) (39,896) Numerator for basic and diluted EPS – net loss attributable to common stockholders $ (36,906) $ (19,130) $ (92,340) $ (78,927) Denominator: Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share 187,994,437 41,694,762 91,655,461 41,335,411 Basic and diluted net loss per share attributable to common stockholders $ (0.20) $ (0.46) $ (1.01) $ (1.91) The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect as of: September 30, 2021 2020 Outstanding options to purchase common stock 16,967,629 14,234,009 Outstanding convertible preferred stock (Series A and B) — 106,547,383 Total anti-dilutive outstanding potential common stock 16,967,629 120,781,392 | Note 12. 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: December 31, 2020 2019 in thousands except share and per share amounts Numerator: Net loss $(59,954 ) $(93,745 ) Undeclared Series A dividends — (4,532 ) Accretion of Series B to redemption value (67,811 ) (42,126 ) Deemed dividend – non-employee sale of shares to the Company — (3,393 ) Deemed dividend – Series A and B stock exchange — (239,285 ) December 31, 2020 2019 in thousands except share and per share amounts Numerator for basic and diluted EPS – net loss attributable to common stockholders $(127,765 ) $ (383,081 ) Denominator: Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share 41,696,800 27,102,531 Basic and diluted net loss per share attributable to common stockholders $(3.06 ) $(14.13 ) 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: 2020 2019 Outstanding options to purchase common stock 16,268,357 5,915,926 Outstanding convertible preferred stock (Series A and B) 117,183,540 100,716,343 Total anti-dilutive outstanding potential common stock 133,451,897 106,632,269 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | Note 13. 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: • Level 2: • Level 3: Liabilities historically valued with Level 3 inputs on a recurring basis are contingent consideration. The carrying value of cash and cash equivalents, accounts receivable, contract assets, contract liabilities and accounts payable approximate their fair value because of the short-term nature of these instruments. There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2021 or 2020. The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $32,434 $— $ — $32,434 Liability: Contingent consideration $ — $— $673 $673 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $15,802 $— $ — $15,802 Liability: Contingent consideration $ — $— $2,911 $2,911 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 nine months ended September 30, 2021 (in thousands): Opening balance $ 2,911 Fair value adjustments (892) Amounts settled through payment (1,346) Ending balance $ 673 Fair value adjustments made during the nine months ended September 30, 2021 result from adjustments to revenue target forecasts. The gain of $0.9 million for the nine months ended September 30, 2021, is presented in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. | Note 13. 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: • Level 2: • Level 3: Liabilities historically valued with Level 3 inputs on a recurring basis are contingent consideration. The carrying value of cash and cash equivalents, accounts receivable, contract assets, 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, 2020 and 2019. The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019: 2020 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $2,911 $2,911 2019 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $1,811 $1,811 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, 2020 (in thousands): Opening balance $1,811 Additions to contingent consideration (refer to Note 3, Acquisitions) 3,471 Fair value adjustments (455) Amounts settled through payment (1,916) Ending balance $2,911 Fair value adjustments made during the year ended December 31, 2020, result from revenue targets not being achieved for one of the Company’s acquisitions. The gain of $0.5 million for the period ended December 31, 2020 is presented in general and administrative expense in the statements of operations and comprehensive loss. |
Income Taxes (Q3)
Income Taxes (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 14. Income Taxes We make estimates and judgments in determining our provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Our provision for income taxes in interim periods is based on our estimated annual effective tax rate. We record cumulative adjustments in the quarter in which a change in the estimated annual effective rate is determined. The estimated annual effective tax rate calculation does not include the effect of discrete events that may occur during the year. The effect of these events, if any, is recorded in the quarter in which the event occurs. The income tax benefit was $1.0 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and $4.2 million and $2.7 million for the nine months ended September 30, 2021 and 2020, respectively. Our effective income tax rate was 2.7% and 9.5% for the three months ended September 30, 2021 and 2020, respectively, and 5.1% and 6.6% for the nine months ended September 30, 2021 and 2020, respectively. The difference between the effective tax rate and the statutory rate for the three and nine months ended September 30, 2021 was primarily driven by acquisition accounting, exclusion of loss companies from the quarterly tax computation, a Jordanian tax holiday, the accrual of estimated current state taxes and various other discrete items recorded in the three and nine months ended September 30, 2021. The difference between the effective tax rate and the statutory rate for the three and nine months ended September 30, 2020 was primarily driven by acquisition accounting and the exclusion of loss companies from the quarterly tax computation. | Note 15. Income Taxes Income taxes are recognized for the amount of taxes payable by the Company's corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the Company's total provision for taxes includes income taxes on the Company's corporate subsidiaries. Net loss before income tax benefit consisted of the following for the years ended December 31, 2020 and 2019: 2020 2019 in thousands United States $(55,664) $(103,998) International (7,920) (5,779) Net loss before income tax benefit $(63,584) $(109,777) We account for income taxes in accordance with ASC 740. ASC 740 which requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. A valuation allowance was recorded against deferred tax assets that management assessed realization is not “more likely than not”. As of December 31, 2020, 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. The federal and state income tax benefit is summarized as follows for the years ended December 31, 2020 and 2019: 2020 2019 in thousands Current: Federal $— $— State 369 10 Foreign 315 (61) Total current $684 $(61) Deferred: Federal $(8,993) $(15,065) State (2,104) 2,368 Change in valuation allowance - US 8,392 2,302 Change in valuation allowance - Foreign 269 (1,451) Foreign (1,878) (15,971) Total deferred $(4,314) $(15,971) Income tax benefit $(3,630) $(16,032) The Company’s deferred tax assets and liabilities related to temporary differences and operating loss carryforwards were as follows as of December 31, 2020 and 2019: 2020 2019 in thousands Deferred tax assets: Accounts receivable reserve $224 $100 Net operating losses 29,230 26,207 163(j) interest limitation 11,894 12,583 Property and equipment depreciation 1,301 1,202 Tax credits 371 334 Accrued expenses 213 118 Stock compensation 840 83 Accrued payroll 2,870 7 Sales tax reserve 1,469 914 Deferred rent 2,100 1,519 Deferred revenue 362 97 Unrealized foreign exchange 37 35 Below market leases 120 — SRED expenditures 51 — Other 5 1 Total deferred tax assets 51,087 43,200 Less: valuation allowance (16,539) (7,878) Net deferred tax assets 34,548 35,322 F-39 2020 2019 in thousands Deferred tax liabilities: Intangible assets (36,963) (35,568) Property and equipment depreciation (5,928) (3,867) Unrealized foreign exchange (33) — Capitalized expenses (1,804) (1,192) Total deferred tax liabilities (44,728) (40,627) Net deferred tax liabilities $(10,180) $(5,305) The Company had federal and state net operating loss and tax credits as of the financial statement date as follows: Amount Expiration Years in thousands Net operating losses, federal (Post December 31, 2017) $9,595 Indefinite Net operating losses, federal (Pre January 1, 2018) $12,096 2028 2037 Net operating losses, state $4,764 Various Net operating losses, foreign $2,775 2035 Tax credits, federal $225 2037 Tax credits, foreign $146 Various ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not". In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and planning strategies in making this assessment. 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 $16.5 million and $7.9 million as of December 31, 2020 and 2019, 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, 2020, will be accounted for as follows: $13.3 million will be recognized as a reduction of income tax expense and $3.2 million will be recorded as an increase in equity. A reconciliation of our valuation allowance on deferred tax assets for the periods ended December 31, 2020 are as follows (in thousands): Balance at beginning of period $7,878 Additions to valuation allowance 8,661 Balance at end of period $16,539 The Company files income tax returns in the U.S. federal jurisdiction, Colorado, various other state jurisdictions, Canada, Jordan, the United Kingdom, and Australia. 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 2017 (year ended December 31, 2017) are no longer subject to audit. The net operating losses utilized during the open periods from select years prior to 2017 are subject to examination. The foreign jurisdictions statutes vary, but are generally 4 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. As of December 31, 2019 and 2020, there are no unrecognized benefits related to uncertain tax positions nor have we accrued any interest and penalties related to uncertain tax positions in the consolidated balance sheet or statement of operations. Penalties and interest, if incurred related to uncertain tax positions would be recorded as a portion of income tax expense in the year recognized. 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 as of December 31, 2020 is $0.4 million. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carry-back certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. The tax law changes in the CARES Act had an immaterial impact on the Company’s income tax provision during the year ended December 31, 2020. The Company elected to defer the payment of $3.5 million of payroll taxes under the CARES Act. Under this election $1.75 million will be payable on December 31, 2021, with the remainder payable on December 31, 2022. For the years ended December 31, 2020 and 2019, the income tax benefit differs from the expected tax provision (benefit) computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: 2020 2019 in thousands, except percent Benefit for income taxes at U.S. statutory rate $ (13,353) 21.0% $(23,053) 21.0% Change in income tax resulting from: State income benefit, net of federal benefit (1,694) 2.66% (2,100) 1.91% Stock compensation 1,579 (2.48)% 6,155 (5.61)% Nondeductible transaction costs 480 (0.76)% 104 (0.09)% Change in deferred state tax rate 552 (0.87)% (1,384) 1.26% Foreign rate differential (268) 0.42% (284) 0.26% Change in valuation allowance 8,661 (13.62)% 4,670 (4.25)% Tax credits (55) 0.09% (136) 0.12% Other 468 (0.75)% (4) 0.07% Income tax benefit $(3,630) 5.69% $(16,032) 14.67% |
Commitment and Contingencies (Q
Commitment and Contingencies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies The Company is obligated under non-cancelable operating leases for office space and office machines expiring through 2030. Most of these leases include renewal options. Future minimum payments due under the existing lease agreements are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $2,039 2022 7,594 2023 6,595 2024 4,965 2025 4,729 Thereafter 17,256 Total future minimum payments due $43,178 Included in the condensed consolidated statements of operations and comprehensive loss is total rent expense of approximately $2.5 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively, and $7.1 million and $6.8 million for the nine months ended September 30, 2021 and 2020, respectively. From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. The Company assesses the applicability of nexus in jurisdictions in which the Company sells products and services. As of September 30, 2021 and December 31, 2020, the Company recorded a liability in the amount of $10.0 million and $8.3 million, respectively, within other long-term liabilities as a provision for sales and use 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. | Note 16. Commitments and Contingencies The Company is obligated under non-cancelable operating leases for office space and office machines expiring through 2030. Most of these leases include renewal options. Future minimum payments due under the existing lease agreements are as follows for the years ending December 31 (in thousands): Years ending December 31: 2021 $8,039 2022 7,017 2023 6,328 2024 4,903 2025 4,366 Thereafter 16,737 Total Future minimum payments due $47,390 Included in the consolidated statements of operations and comprehensive loss is total rent expense of $8.9 million and $6.9 million for the years ended December 31, 2020 and 2019, respectively. In the ordinary course of business, the Company enters into contractual arrangements with customers, suppliers, business partners and other parties pursuant to which it provides warranties and indemnities of varying scope and terms, including, but not limited to, indemnification for losses or claims suffered or incurred in connection with its services, breach of representations or covenants, intellectual property infringement or other claims and warranties regarding system performance or availability. In the event of such an indemnification obligation, payment may be conditional on the other party providing notice or otherwise making a claim pursuant to the terms specified in the particular contract. Further, the Company’s obligations under these contracts may be limited in terms of time and/or amount, and in some instances, it may also have recourse against third parties for such obligations. The Company has not recorded any liability for these indemnifications in the accompanying consolidated balance sheets; however, the Company accrues losses for any known contingent liability, including those that may arise from these provisions, when the obligation is both probable and reasonably estimable. The Company records an accrual for contingent liabilities when a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. When no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. 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, 2020 and 2019, the Company recorded a liability in the amount of $8.3 million and $4.3 million, respectively, within other long-term liabilities as a provision for sales and use 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. The Company has no indirect or direct guarantees of others; rather, the Company has cross guarantees among the Company and its wholly owned subsidiaries related to its outstanding long-term debt obligations. |
Geographic Areas (Q3)
Geographic Areas (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Geographic Areas | Note 16. Geographic Areas The following table sets forth long-lived assets by geographic area as of: September 30, 2021 December 31, 2020 (in thousands) United States $34,053 $28,077 International $2,719 $2,697 | Note 18. Geographic Areas The following table sets forth long-lived assets by geographic area: December 31, 2020 2019 in thousands United States $28,077 $20,827 International $2,697 $738 |
Subsequent Events (Q3)
Subsequent Events (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 17. Subsequent Events On November 2, 2021, the Company entered into an agreement to acquire 100% of the interest of DrChrono Inc., a software and digital billing service platform supporting physician-customer’s with practice management and revenue cycle management, for approximately $182.5 million. The transaction will close following all pending legal and regulatory matters being successfully resolved. | Note 19. Subsequent Events The Company has identified the following subsequent events: In January 2021, the Company acquired certain assets and liabilities in a stock purchase of Briostack LLC. This transaction qualifies as a business combination under ASC 805. Accordingly, the Company is in the process of recording all assets and liabilities assumed at their acquisition date fair values. The initial purchase price was $35 million. In March 2021, the Company acquired certain assets and liabilities in a stock purchase of Speetra, Inc. d/b/a pulseM (“pulseM”). This transaction qualifies as a business combination under ASC 805. Accordingly, the Company is in the process of recording all assets and liabilities assumed at their acquisition date fair values. The initial purchase price was $34.5 million. During 2021, the Company received proceeds of $72.1 million in connection with the DDTLs described in Note 9. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (FY) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | 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 | 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. As of December 31, 2020 and 2019, approximately 9% and 12% of the Company’s total accounts receivable were due from one of the Company’s third-party payment processors, respectively. Receivables from third-party payment processors consist of funds collected by the payment processor from various merchants on the Company’s behalf. In addition, as of December 31, 2019, 14% of the Company’s total accounts receivable were due from a separate customer. Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The Company is not exposed to significant market risk. | |
Segment Information | 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 Note 4 and Note 18 for disaggregated information regarding the Company's revenues and long-lived assets by geography, respectively. | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others. | 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. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions include: • revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product rebates; • allowance for doubtful accounts; • valuation allowances with respect to deferred tax assets; • assumptions underlying the fair value used in the calculation of stock-based compensation; • valuation of intangible assets and goodwill; and • useful lives of tangible and intangible assets. 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 | 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. 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 | 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 | Accounts Receivable, net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by (used in) operating activities in the consolidated statements of cash flows. 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. | |
Property and Equipment, net | 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 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 | 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, 2020 and 2019. | |
Capitalized Software, net | Capitalized Software, net In accordance with ASC Subtopic 350-40, Internal Use Software 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 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 | 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 FASB ASC Topic 350, Intangibles - Goodwill and Other 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’s annual impairment assessment did not identify any goodwill impairment during the years ended December 31, 2020 and 2019. | |
Deferred Financing and Credit Facility Costs | Deferred Financing and Credit Facility Costs Debt issuance costs and discounts 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 and B Convertible Preferred Stock | Series A and B Convertible Preferred Stock The Company accounts for its Series A Convertible Preferred Stock (“Series A”) and Series B Convertible Preferred Stock (“Series B”) shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity | |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers 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 our 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 our 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. Our 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. Subscription revenue related contracts can be both short and long-term, with stated contract terms that range from one month to five years. Our 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 • License and related support services: 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 via digital means through our facilitation of payment information within our cloud-based applications. Group purchasing program administration services relate to our facilitation of group purchasing programs for members through which we aggregate member purchasing power to negotiate pricing discounts with suppliers. We have determined that the nature of our payment processing and administration services is a stand-ready obligation whereby we stand-ready to either arrange for the processing of transactions or stand-ready to provide members with access to our group purchasing program on a continuous basis throughout the contract term. • Payment processing services: variable consideration allocation exception and therefore are not required to estimate variable consideration or a related constraint, as we ascribe the transaction consideration earned to the distinct increment of time for which our service was provided. As a result, we measure revenue from our 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 our 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: Marketing Technology Solutions: Marketing Technology Solutions consist of digital advertising management and consumer connection services. Our advertising management services include content creation, search engine optimization and paid media management services. The nature of our 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 our 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. We typically earn a fixed recurring fee in exchange for our advertising management services; however, in certain instances, the transaction consideration to which we are entitled may be variable. We apply 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 we either recognize 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. Our consumer connection services relate to the sourcing and delivery of service requests from consumers to home service providers. Revenue for our 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 our estimation of transaction consideration. Payment for our consumer connection services is received in arrears, typically within one month of when our services have been provided. We record a contract asset 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. Our professional service offerings are typically sold as part of an arrangement for products or services included within our subscription or marketing revenue. Professional services associated with our 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. Our 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. Our hardware revenue consists of equipment that supports or enables our products or services within subscription and transaction fees offerings. Revenue associated with our performance obligations for hardware is recognized at a point-in-time, as dictated by the point in 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 our right to payment is not 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, but may vary. 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: Our 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. Judgement 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, we establish a 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, we estimate 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 we have established the stand-alone selling price of performance obligations as a range and utilize 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, we perform 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, we reallocate the total transaction price to each performance obligation based on the relative stand-alone selling price for each performance. The established range is reassessed on a periodic basis when facts and circumstances surrounding these established ranges change. Our 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 FASB ASC Topic 460-10, Guarantees. 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 our contracts may be entirely variable or contain a variable component. When permitted, we apply the variable consideration allocation exception. This exception is generally met for our transaction fees, marketing technology solutions and professional services charged on a time-and-materials basis. When the variable consideration allocation exception is not permitted, we continue to assess the underlying judgements 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 Our 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. Our revenue arrangements are typically accounted for under such expedient as payments are within one year of transfer of our performance obligations within contracts with customers. Other considerations We have 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 Cost of revenues (exclusive of depreciation and amortization) consists primarily of employee costs for our customer success teams, media expense related to our lead generation solutions, campaign mail expense, contract services, hosting costs, partnership costs and promotional costs. | |
Advertising | 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 $8.7 million and $5.0 million for the years ended December 31, 2020 and 2019, respectively. | |
Stock-based Compensation | Stock-based Compensation The Company follows ASC Topic 718, Compensation—Stock Compensation The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted with time-based vesting. The following inputs 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 third-party history of market prices of its common stock, and as such volatility is estimated, using historical volatilities of comparable public entities. 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. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our 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 | 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 records uncertain tax positions in accordance with ASC Topic 740, Income Taxes | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ 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 | 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 entitle the holders of such shares to participate in dividends, but do 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. Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Refer to Note 12 for further discussion. | |
Foreign Currency Translation | 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 and Great British Pound. For the Company’s foreign subsidiaries that operate primarily in the U.S. dollar, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at the Spot Rate in effect at the consolidated balance sheet date. Non-monetary assets and liabilities are re-measured using historical exchange rates. Income and expense elements are re-measured 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 | Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting Pronouncements Issued and Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Recently Issued Accounting Pronouncements Accounting pronouncements issued and adopted In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes principles in Topic 740. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Q3) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2020 and the related notes contained in the Company’s final prospectus for its initial public offering of its common stock (“IPO”) dated as of June 30, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on July 6, 2021 (the “Prospectus”). The December 31, 2020 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the nine months ended September 30, 2021 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2020 and the related notes appearing in our Prospectus, other than as noted below in Accounting Pronouncements Issued and Adopted. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts reported in the unaudited condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the consolidated financial statements include revenue recognition, allowance for doubtful accounts, valuation allowances with respect to deferred tax assets, assumptions underlying the fair value used in the calculation of stock-based compensation, valuation of intangible assets and goodwill and useful lives of tangible and intangible assets, among others. | 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. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions include: • revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration, such as product rebates; • allowance for doubtful accounts; • valuation allowances with respect to deferred tax assets; • assumptions underlying the fair value used in the calculation of stock-based compensation; • valuation of intangible assets and goodwill; and • useful lives of tangible and intangible assets. 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. |
Recently Issued Accounting Pronouncements not yet Adopted and Accounting Pronouncements Issued and Adopted | Recently Issued Accounting Pronouncements not yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Accounting Pronouncements Issued and Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Recently Issued Accounting Pronouncements Accounting pronouncements issued and adopted In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740); Simplifying the Accounting for Income Taxes principles in Topic 740. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Estimated Useful Life | Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over 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 |
Acquisitions (FY) (Tables)
Acquisitions (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 during the nine months ended September 30, 2021: Briostack PulseM MDTech Timely Total (in thousands) Cash $34,441 $34,484 $15,855 $99,748 $184,528 Rollover equity 726 — — — 726 Total consideration $35,167 $34,484 $15,855 $99,748 $185,254 Net assets acquired: Cash and cash equivalents $17 $— $101 $1,169 $1,287 Accounts receivable, trade 156 — 175 290 621 Other receivables 221 151 48 95 515 Prepaid expenses and other current assets 53 32 34 128 247 Property and equipment 22 4 16 219 261 Other non-current assets 144 3 — 52 199 Intangible—developed technology 1,360 2,380 1,640 7,014 12,394 Intangible—customer relationships 4,800 12,510 5,830 28,836 51,976 Intangible—trade name 390 260 200 1,414 2,264 Intangible—non-compete agreements 23 10 10 63 106 Goodwill 28,262 22,920 8,043 71,067 130,292 Deferred tax asset 1 — 2 1,863 1,866 Accounts payable (20) (113) (44) (230) (407) Other current liabilities (28) — — (670) (698) Accrued expenses and other (206) (99) (157) (971) (1,433) Deferred tax liability — (3,538) — (10,299) (13,837) Deferred revenue (28) (36) (43) (292) (399) Total net assets acquired $35,167 $34,484 $15,855 $99,748 $185,254 Remodeling Qiigo AlertMD Invoice Simple (in thousands) Cash $25,909 $21,564 $21,853 $32,507 Rollover equity — 618 — — Fair value of earnout 2,455 — — — Total consideration $28,364 $22,182 $21,853 $32,507 Net assets acquired: Cash and cash equivalents $520 $3 $— $598 Accounts receivable, trade 3,401 320 510 688 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 — 177 — — Accounts payable (1,564) (148) — (498) Other current liabilities — — — — Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (251) — — (5,360) Deferred revenue — (184) (53) (16) Total net assets acquired $28,364 $22,182 $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 Contract assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 — 1,318 Fair value of earnout — — 3,471 Total consideration $143,100 $85 $415,268 Net assets acquired: Cash and cash equivalents $ 4,994 $ — $ 7,248 Accounts receivable, trade 981 — 6,855 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,268 | 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 Remodeling Qiigo AlertMD Invoice Simple in thousands 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 — 177 — — Accounts payable (1,564) (148) — (498) Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (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 Contract Assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 Deferred tax asset — — — — Accounts payable (61) (79) (215) (209) Other current liabilities — — (57) — Accrued expenses and other (210) (450) (872) (162) Deferred revenue — — — — Deferred tax liability (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,269 The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2019: AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Cash $30,305 $9,319 $971 $627 $47,445 Rollover equity — — — — — Fair value of earnout — — — — — Total consideration $30,305 $9,319 $971 $627 $47,445 Net assets acquired: Cash and cash equivalents $113 $38 $— $— $325 Accounts receivable, trade 1,144 780 40 1 — Contract assets 143 172 28 23 244 Prepaid expenses and other current assets 2,083 102 — 2 11 Property and equipment 76 47 — — — Other non-current assets 1 89 — — — Intangible—developed technology 3,068 600 — — 950 Intangible—customer relationships 14,868 4,000 1,017 707 20,150 Intangible—trade name 775 300 — — 300 AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Intangible—non-compete agreements 8 — — — 130 Goodwill 15,646 3,359 212 143 25,803 Deferred tax asset, net — 2 — 5 1 Accounts payable (488) (6) — — — Accrued expenses and other (3,901) (49) — — (305) Deferred revenue (808) (115) — (254) (25) Customer deposits — — (326) — (139) Deferred tax liability, net (2,423) — — — — Total net assets acquired $30,305 $9,319 $971 $627 $47,445 33 Mile Radius eProvider Solutions CollaborateMD Security Information Systems American Service Finance in thousands Cash $9,199 $8,808 $76,197 $67,246 $33,179 Rollover equity 359 — — — — Fair value of earnout — — — 62 — Total consideration $9,558 $8,808 $76,197 $67,308 $33,179 Net assets acquired: Cash and cash equivalents $228 $— $232 $145 $2,530 Accounts receivable, trade 18 352 175 1,608 85 Contract assets — — 35 216 — Prepaid expenses and other current assets 60 32 929 115 566 Property and equipment — — 1,205 46 1,793 Other non-current assets 3 1 101 — 277 Intangible—developed technology 480 800 6,100 4,450 350 Intangible—customer relationships 5,440 4,200 28,800 3,400 10,600 Intangible—trade name 170 200 800 600 450 Intangible—non-compete agreements 50 50 80 — — Intangible—government contracts — — — 28,600 — Goodwill 3,460 3,312 40,196 29,171 19,717 Deferred tax asset, net — — — 15 — Accounts payable (37) (25) (227) (3) — Accrued expenses and other (314) (114) (2,202) (238) (3,189) Deferred revenue — — — (570) — Customer deposits — — (27) (247) — Total net assets acquired $9,558 $8,808 $76,197 $67,308 $33,179 Jimmy Marketing ClubWise RoofSnap Total in thousands Cash $7,077 $15,454 $10,049 $315,876 Rollover equity — 1,377 — 1,736 Fair value of earnout — 1,782 — 1,844 Total consideration $7,077 $18,613 $10,049 $319,456 Net assets acquired: Cash and cash equivalents $— $1,428 $383 $5,422 Accounts receivable, trade 134 68 — 4,405 Contract assets 15 — — 876 Prepaid expenses and other current assets 410 236 20 4,566 Property and equipment — 153 22 3,342 Other non-current assets — — — 472 Intangible—developed technology — 1,613 760 19,171 Intangible—customer relationships 3,390 9,032 4,470 110,074 Intangible—trade name 120 323 60 4,098 Intangible—non-compete agreements 150 13 100 581 Intangible—government contracts — — — 28,600 Goodwill 3,491 9,409 4,491 158,410 Deferred tax asset, net 1 — 3 27 Accounts payable (3) (82) — (871) Accrued expenses and other (492) (1,708) (185) (12,697) Deferred revenue (100) — (75) (1,947) Customer deposits (39) — — (778) Deferred tax liability, net — (1,872) — (4,295) Total net assets acquired $7,077 $18,613 $10,049 $319,456 |
Schedule of Pro Forma Results | The following table presents unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 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 nil and $6.9 million for the three months ended September 30, 2021 and 2020, respectively, and $3.8 million and $21.7 million for the nine months ended September 30, 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 $4.1 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively, and additional amortization expense of nil and $4.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $14.4 million for the nine months ended September 30, 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. Three Months Ended September 30, Nine Months Ended September 30, 2021 Pro Forma 2020 Pro Forma 2021 Pro Forma 2020 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $129,358 $107,830 $366,186 $ 303,762 Net loss $(32,775) $ (13,969) $(78,846) $ (67,884) Adjustments to net loss per share (see Note 12) — (13,686) (15,105) (39,896) Net loss attributable to common stockholders $(32,775) $ (27,655) $(93,951) $(107,780) Net loss per share attributable to common stockholders: Basic $(0.17) $(0.66) $(1.03) $(2.60) Diluted $(0.17) $(0.66) $(1.03) $(2.60) | The following table presents unaudited pro forma consolidated results of operations for the years ended December 31, 2020 and 2019, as if the aforementioned 2020 and 2019 acquisitions had occurred as of January 1, 2019. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $11.5 million and $30.6 million for the years ended December 31, 2020 and 2019, 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 $15.5 million and $14.1 million for the years ended December 31, 2020 and 2019, and additional amortization of $8.9 million and $28.0 million for the years ended December 31, 2020 and 2019, respectively, resulting from the amortization of amortizable intangible assets beginning as of January 1, 2019. 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, 2020 Pro Forma 2019 Pro Forma (unaudited) in thousands, except per share amounts Total revenue $389,478 $365,006 Net loss $(69,313) $(127,982) Adjustments to net loss (see Note 12) $(67,811) $(289,336) Net loss attributable to common stockholders $(137,124) $(417,318) Net loss per share attributable to common stockholders: Basic $(3.29) $(15.40) Diluted $(3.29) $(15.40) |
Revenue (FY) (Tables)
Revenue (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Disaggregation of Revenue | The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) By pattern of recognition (timing of transfer of services): Point in time $ 13,743 $ 12,953 $ 37,324 $ 34,891 Over time 114,791 76,198 317,166 210,630 Total $128,534 $ 89,151 $354,490 $ 245,521 By Geographical Market: United States $ 118,721 $82,368 $ 325,179 $ 227,152 International 9,813 6,783 29,311 18,369 Total $128,534 $ 89,151 $354,490 $245,521 | The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market for the years ended December 31, 2020 and 2019: 2020 2019 in thousands By pattern of recognition (timing of transfer of services): Point in time $45,589 $21,968 Over time 291,936 220,174 Total $337,525 $242,142 By Geographical Market: United States $310,472 $230,560 International 27,053 11,582 Total $337,525 $242,142 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to contracts from customers as of: September 30, 2021 December 31, 2020 (in thousands) Accounts receivables $31,699 $24,966 Contract assets $ 13,595 $ 9,838 Deferred revenue $ 21,677 $ 13,621 Customer deposits $ 8,384 $ 8,247 Long-term deferred revenue $ 2,511 $ 2,297 | Supplemental balance sheet information related to contracts from customers as of December 31, 2020 and 2019 was as follows: 2020 2019 in thousands Accounts receivables $24,966 $17,447 Contract assets 9,838 8,421 Deferred revenue 13,621 11,646 Customer deposits 8,247 3,430 Long-term deferred revenue 2,297 2,211 |
Goodwill (FY) (Tables)
Goodwill (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | Goodwill activity consisted of the following for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 668,151 Acquired goodwill 130,292 Measurement period adjustments (1) 293 Effect of foreign currency exchange rate changes (2,518) Balance at September 30, 2021 $796,218 (1) The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020. | Goodwill consisted of the following as of December 31, 2020 and 2019 (in thousands): Balance, January 1, 2019 $267,668 Additions 158,410 Effect of foreign currency exchange rate changes 490 Balance, December 31, 2019 426,568 Additions 240,755 Effect of foreign currency exchange rate changes 828 Balance, December 31, 2020 $668,151 |
Intangible Assets (FY) (Tables)
Intangible Assets (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following as of: September 30, 2021 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $ 553,755 $ 168,013 $ 385,742 Developed technology 2-12 years 97,707 38,192 59,515 Trade name 3-10 years 34,973 13,353 21,620 Non-compete agreements 3-5 years 2,399 1,428 971 Total $688,834 $220,986 $467,848 December 31, 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $502,614 $ 113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $ 623,148 $152,419 $470,729 | Intangible assets consisted of the following as of December 31, 2020 and 2019: 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 3-20 years $502,614 $113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $623,148 $152,419 $470,729 2019 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 5-19 years $356,253 $58,008 $298,245 Developed technology 2-10 years 64,846 16,614 48,232 Trade name 3-7 years 26,033 6,624 19,409 Non-compete agreements 2.5-5 years 1,791 567 1,224 Total $448,923 $81,813 $367,110 |
Amortization Expense for Intangible Assets | Amortization expense for the Company’s intangible assets for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 85,836 2022 81,437 2023 71,907 2024 57,377 2025 46,552 Thereafter 127,620 Total amortization expense for the Company’s intangible assets $ 470,729 |
Property and Equipment (FY) (Ta
Property and Equipment (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Computer equipment and software $ 7,259 $ 5,455 Furniture and fixtures 3,926 3,728 Leasehold improvements 12,037 11,886 Total property and equipment 23,222 21,069 Less accumulated depreciation (9,142) (6,364) Property and equipment, net $14,080 $14,705 | Property and equipment consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Computer equipment and software $5,455 $3,103 Furniture and fixtures 3,728 2,524 Leasehold improvements 11,886 8,461 Total property and equipment 21,069 14,088 Less accumulated depreciation (6,364) (2,388) Property and equipment, net $14,705 $11,700 |
Capitalized Software (FY) (Tabl
Capitalized Software (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Schedule of Capitalized Software | Capitalized software consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Capitalized software $29,397 $20,339 Less: accumulated amortization (6,705) (4,270) Capitalized software, net $ 22,692 $16,069 | Capitalized software consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Capitalized software $20,339 $11,752 Less accumulated amortization (4,270) (1,887) Capitalized software, net $16,069 $9,865 |
Long-Term Debt (FY) (Tables)
Long-Term Debt (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-Term Debt | Long-term debt consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.75 0.25 $350,000 $ — Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.33 35,000 — Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 5.50 5.65 0.25 — 720,964 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 — 15 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,805 2,633 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,608 2,476 Principal debt 390,413 726,088 Deferred financing costs on long-term debt (3,558) (1,054) Discount on long-term debt (1,787) (26,702) Total debt 385,068 698,332 Less current maturities 6,279 7,294 Long-term portion $378,789 $691,038 | Long-term debt consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 4.50 5.65 7.30 0.25 $720,964 $453,065 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 15 105 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,633 2,419 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,476 2,308 Principal debt 726,088 457,897 Deferred financing costs on long-term debt (1,054) (970) Discount on long-term debt (26,702) (18,164) Total debt 698,332 438,763 Less current maturities 7,294 4,632 Long-term portion $691,038 $434,131 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $ 875 2022 9,362 2023 3,500 2024 3,500 2025 3,500 Thereafter 370,125 Total aggregate maturities of the Company’s debt $390,862 | Aggregate maturities of the Company’s debt for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 7,294 2022 13,152 2023 7,279 2024 7,279 2025 691,848 Thereafter — Total aggregate maturities of the Company’s debt $ 726,852 |
Equity (FY) (Tables)
Equity (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shares of Common Stock | Shares of common stock with a par value of $0.00001 were as follows: 2020 2019 in thousands Common stock: Authorized shares, beginning of period 175,000 90,000 Authorized shares, end of period 185,000 175,000 Shares outstanding, beginning of period 40,731 18,252 Common stock issued pursuant to business combinations 222 464 Common stock issued on exercise of stock options, net 84 270 Common stock issued pursuant to vesting of RSAs 2,037 975 Common stock issued upon conversion of preferred stock — 61,343 Repurchase of common stock pursuant to Tender Offer — (2,573) Conversion into preferred stock — (38,000) Shares outstanding, end of period 43,074 40,731 Shares of convertible preferred stock with a par value of $0.00001 were as follows: 2020 2019 in thousands Series A preferred stock: Authorized shares, beginning of period 50,000 140,000 Authorized shares, end of period 50,000 50,000 Shares outstanding, beginning of period 44,958 106,301 Conversion into common stock — (61,343) Shares outstanding, end of period 44,958 44,958 Series B preferred stock: Authorized shares, beginning of period 65,000 10,000 Authorized shares, end of period 75,000 65,000 Shares outstanding, beginning of period 55,759 — Convertible shares issued 16,467 17,759 Conversion from common stock — 38,000 Shares outstanding, end of period 72,226 55,759 |
Stock-Based Compensation (FY) (
Stock-Based Compensation (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Option Valuation Assumptions | The relevant data used to determine the value of the time-based and performance-based stock options is as follows: 2020 2019 Weighted-average risk-free interest rate 1.65% 2.13% Expected term in years 6.1 5.9 Weighted-average expected volatility 43% 41% Expected dividends 0% 0% |
Time-based option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Activity | The summary of time-based stock option activity for the years ended December 31, 2020 and 2019, 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, 2019 1,885 $3.30 $207 Granted 428 4.43 Exercised (270) 2.94 Forfeited (272) 3.97 Outstanding balance at December 31, 2019 1,771 3.53 2,363 Granted 10,174 9.14 Exercised (112) 3.01 Forfeited (186) 6.36 Outstanding balance at December 31, 2020 11,647 $8.39 9.66 $3,575 Exercisable at December 31, 2020 1,222 $3.35 6.63 $3,047 |
Performance-based option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Activity | The summary of performance-based option activity for the years ended December 31, 2020 and 2019, is as follows: Number of Options Weighted- Average Exercise Price Outstanding balance at January 1, 2019 80 $2.95 Granted — — Exercised — — Forfeited — — Outstanding balance at December 31, 2019 80 $2.95 Granted 2,544 9.14 Exercised — — Forfeited (30) 9.14 Outstanding balance at December 31, 2020 2,594 $8.94 |
Time vesting RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Restricted Stock Awards | The summary of time vesting restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 1,807 $0.75 Granted — — Vested (975) 0.75 Unvested, restricted stock awards at December 31, 2019 832 0.75 Granted — — Vested (832) 0.75 Unvested, restricted stock awards at December 31, 2020 — $— |
Funding RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Restricted Stock Awards | The summary of funding restricted stock awards activity for the years ended December 31, 2020 and 2019, is as follows: Units Weighted- Average Grant Date Fair Value in thousands except for fair value Unvested, restricted stock awards at January 1, 2019 3,233 $— Granted — — Vested — — Unvested, restricted stock awards at December 31, 2019 3,233 4.86 Granted — — Vested (1,205) 5.81 Unvested, restricted stock awards at December 31, 2020 2,028 $5.81 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Net Loss Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except share and per share amounts) Numerator: Net loss $ (36,906) $ (5,444) $ (77,235) $ (39,031) Accretion of Series B to redemption value — (13,686) (15,105) (39,896) Numerator for basic and diluted EPS – net loss attributable to common stockholders $ (36,906) $ (19,130) $ (92,340) $ (78,927) Denominator: Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share 187,994,437 41,694,762 91,655,461 41,335,411 Basic and diluted net loss per share attributable to common stockholders $ (0.20) $ (0.46) $ (1.01) $ (1.91) | The following table presents the calculation of basic and diluted net loss per share for the company’s common stock: December 31, 2020 2019 in thousands except share and per share amounts Numerator: Net loss $(59,954 ) $(93,745 ) Undeclared Series A dividends — (4,532 ) Accretion of Series B to redemption value (67,811 ) (42,126 ) Deemed dividend – non-employee sale of shares to the Company — (3,393 ) Deemed dividend – Series A and B stock exchange — (239,285 ) December 31, 2020 2019 in thousands except share and per share amounts Numerator for basic and diluted EPS – net loss attributable to common stockholders $(127,765 ) $ (383,081 ) Denominator: Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share 41,696,800 27,102,531 Basic and diluted net loss per share attributable to common stockholders $(3.06 ) $(14.13 ) |
Schedule of Antidilutive Outstanding Common Stock Excluded from Computation of Diluted Net Loss Per Share | The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect as of: September 30, 2021 2020 Outstanding options to purchase common stock 16,967,629 14,234,009 Outstanding convertible preferred stock (Series A and B) — 106,547,383 Total anti-dilutive outstanding potential common stock 16,967,629 120,781,392 | 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: 2020 2019 Outstanding options to purchase common stock 16,268,357 5,915,926 Outstanding convertible preferred stock (Series A and B) 117,183,540 100,716,343 Total anti-dilutive outstanding potential common stock 133,451,897 106,632,269 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis | The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $32,434 $— $ — $32,434 Liability: Contingent consideration $ — $— $673 $673 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $15,802 $— $ — $15,802 Liability: Contingent consideration $ — $— $2,911 $2,911 | The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019: 2020 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $2,911 $2,911 2019 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $1,811 $1,811 |
Schedule of Reconciliation of Opening and Closing Balances for Contingent Consideration | 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 nine months ended September 30, 2021 (in thousands): Opening balance $ 2,911 Fair value adjustments (892) Amounts settled through payment (1,346) Ending balance $ 673 | 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, 2020 (in thousands): Opening balance $1,811 Additions to contingent consideration (refer to Note 3, Acquisitions) 3,471 Fair value adjustments (455) Amounts settled through payment (1,916) Ending balance $2,911 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Net Loss Before Income Tax | Net loss before income tax benefit consisted of the following for the years ended December 31, 2020 and 2019: 2020 2019 in thousands United States $(55,664) $(103,998) International (7,920) (5,779) Net loss before income tax benefit $(63,584) $(109,777) |
Federal and State Income Tax Benefit | The federal and state income tax benefit is summarized as follows for the years ended December 31, 2020 and 2019: 2020 2019 in thousands Current: Federal $— $— State 369 10 Foreign 315 (61) Total current $684 $(61) Deferred: Federal $(8,993) $(15,065) State (2,104) 2,368 Change in valuation allowance - US 8,392 2,302 Change in valuation allowance - Foreign 269 (1,451) Foreign (1,878) (15,971) Total deferred $(4,314) $(15,971) Income tax benefit $(3,630) $(16,032) |
Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities related to temporary differences and operating loss carryforwards were as follows as of December 31, 2020 and 2019: 2020 2019 in thousands Deferred tax assets: Accounts receivable reserve $224 $100 Net operating losses 29,230 26,207 163(j) interest limitation 11,894 12,583 Property and equipment depreciation 1,301 1,202 Tax credits 371 334 Accrued expenses 213 118 Stock compensation 840 83 Accrued payroll 2,870 7 Sales tax reserve 1,469 914 Deferred rent 2,100 1,519 Deferred revenue 362 97 Unrealized foreign exchange 37 35 Below market leases 120 — SRED expenditures 51 — Other 5 1 Total deferred tax assets 51,087 43,200 Less: valuation allowance (16,539) (7,878) Net deferred tax assets 34,548 35,322 2020 2019 in thousands Deferred tax liabilities: Intangible assets (36,963) (35,568) Property and equipment depreciation (5,928) (3,867) Unrealized foreign exchange (33) — Capitalized expenses (1,804) (1,192) Total deferred tax liabilities (44,728) (40,627) Net deferred tax liabilities $(10,180) $(5,305) |
Operating Loss Carryforwards | The Company had federal and state net operating loss and tax credits as of the financial statement date as follows: Amount Expiration Years in thousands Net operating losses, federal (Post December 31, 2017) $9,595 Indefinite Net operating losses, federal (Pre January 1, 2018) $12,096 2028 2037 Net operating losses, state $4,764 Various Net operating losses, foreign $2,775 2035 Tax credits, federal $225 2037 Tax credits, foreign $146 Various |
Reconciliation of Valuation Allowance on Deferred Tax Assets | A reconciliation of our valuation allowance on deferred tax assets for the periods ended December 31, 2020 are as follows (in thousands): Balance at beginning of period $7,878 Additions to valuation allowance 8,661 Balance at end of period $16,539 |
Effective Income Tax Rate Reconciliation | For the years ended December 31, 2020 and 2019, the income tax benefit differs from the expected tax provision (benefit) computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: 2020 2019 in thousands, except percent Benefit for income taxes at U.S. statutory rate $ (13,353) 21.0% $(23,053) 21.0% Change in income tax resulting from: State income benefit, net of federal benefit (1,694) 2.66% (2,100) 1.91% Stock compensation 1,579 (2.48)% 6,155 (5.61)% Nondeductible transaction costs 480 (0.76)% 104 (0.09)% Change in deferred state tax rate 552 (0.87)% (1,384) 1.26% Foreign rate differential (268) 0.42% (284) 0.26% Change in valuation allowance 8,661 (13.62)% 4,670 (4.25)% Tax credits (55) 0.09% (136) 0.12% Other 468 (0.75)% (4) 0.07% Income tax benefit $(3,630) 5.69% $(16,032) 14.67% |
Commitment and Contingencies _2
Commitment and Contingencies (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments | Future minimum payments due under the existing lease agreements are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $2,039 2022 7,594 2023 6,595 2024 4,965 2025 4,729 Thereafter 17,256 Total future minimum payments due $43,178 | Future minimum payments due under the existing lease agreements are as follows for the years ending December 31 (in thousands): Years ending December 31: 2021 $8,039 2022 7,017 2023 6,328 2024 4,903 2025 4,366 Thereafter 16,737 Total Future minimum payments due $47,390 |
Geographic Areas (FY) (Tables)
Geographic Areas (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Schedule of Long-Lived Assets by Geographic Areas | The following table sets forth long-lived assets by geographic area as of: September 30, 2021 December 31, 2020 (in thousands) United States $34,053 $28,077 International $2,719 $2,697 | The following table sets forth long-lived assets by geographic area: December 31, 2020 2019 in thousands United States $28,077 $20,827 International $2,697 $738 |
Acquisitions (Q3) (Tables)
Acquisitions (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 during the nine months ended September 30, 2021: Briostack PulseM MDTech Timely Total (in thousands) Cash $34,441 $34,484 $15,855 $99,748 $184,528 Rollover equity 726 — — — 726 Total consideration $35,167 $34,484 $15,855 $99,748 $185,254 Net assets acquired: Cash and cash equivalents $17 $— $101 $1,169 $1,287 Accounts receivable, trade 156 — 175 290 621 Other receivables 221 151 48 95 515 Prepaid expenses and other current assets 53 32 34 128 247 Property and equipment 22 4 16 219 261 Other non-current assets 144 3 — 52 199 Intangible—developed technology 1,360 2,380 1,640 7,014 12,394 Intangible—customer relationships 4,800 12,510 5,830 28,836 51,976 Intangible—trade name 390 260 200 1,414 2,264 Intangible—non-compete agreements 23 10 10 63 106 Goodwill 28,262 22,920 8,043 71,067 130,292 Deferred tax asset 1 — 2 1,863 1,866 Accounts payable (20) (113) (44) (230) (407) Other current liabilities (28) — — (670) (698) Accrued expenses and other (206) (99) (157) (971) (1,433) Deferred tax liability — (3,538) — (10,299) (13,837) Deferred revenue (28) (36) (43) (292) (399) Total net assets acquired $35,167 $34,484 $15,855 $99,748 $185,254 Remodeling Qiigo AlertMD Invoice Simple (in thousands) Cash $25,909 $21,564 $21,853 $32,507 Rollover equity — 618 — — Fair value of earnout 2,455 — — — Total consideration $28,364 $22,182 $21,853 $32,507 Net assets acquired: Cash and cash equivalents $520 $3 $— $598 Accounts receivable, trade 3,401 320 510 688 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 — 177 — — Accounts payable (1,564) (148) — (498) Other current liabilities — — — — Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (251) — — (5,360) Deferred revenue — (184) (53) (16) Total net assets acquired $28,364 $22,182 $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 Contract assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 — 1,318 Fair value of earnout — — 3,471 Total consideration $143,100 $85 $415,268 Net assets acquired: Cash and cash equivalents $ 4,994 $ — $ 7,248 Accounts receivable, trade 981 — 6,855 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,268 | 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 Remodeling Qiigo AlertMD Invoice Simple in thousands 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 — 177 — — Accounts payable (1,564) (148) — (498) Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (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 Contract Assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 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 Deferred tax asset — — — — Accounts payable (61) (79) (215) (209) Other current liabilities — — (57) — Accrued expenses and other (210) (450) (872) (162) Deferred revenue — — — — Deferred tax liability (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) 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 Intercompany (receivable) — — 27 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 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 — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $143,100 $85 $415,269 The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2019: AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Cash $30,305 $9,319 $971 $627 $47,445 Rollover equity — — — — — Fair value of earnout — — — — — Total consideration $30,305 $9,319 $971 $627 $47,445 Net assets acquired: Cash and cash equivalents $113 $38 $— $— $325 Accounts receivable, trade 1,144 780 40 1 — Contract assets 143 172 28 23 244 Prepaid expenses and other current assets 2,083 102 — 2 11 Property and equipment 76 47 — — — Other non-current assets 1 89 — — — Intangible—developed technology 3,068 600 — — 950 Intangible—customer relationships 14,868 4,000 1,017 707 20,150 Intangible—trade name 775 300 — — 300 AllMeds Secure Global Solutions HSR-FL Saber Marketing Studio Director in thousands Intangible—non-compete agreements 8 — — — 130 Goodwill 15,646 3,359 212 143 25,803 Deferred tax asset, net — 2 — 5 1 Accounts payable (488) (6) — — — Accrued expenses and other (3,901) (49) — — (305) Deferred revenue (808) (115) — (254) (25) Customer deposits — — (326) — (139) Deferred tax liability, net (2,423) — — — — Total net assets acquired $30,305 $9,319 $971 $627 $47,445 33 Mile Radius eProvider Solutions CollaborateMD Security Information Systems American Service Finance in thousands Cash $9,199 $8,808 $76,197 $67,246 $33,179 Rollover equity 359 — — — — Fair value of earnout — — — 62 — Total consideration $9,558 $8,808 $76,197 $67,308 $33,179 Net assets acquired: Cash and cash equivalents $228 $— $232 $145 $2,530 Accounts receivable, trade 18 352 175 1,608 85 Contract assets — — 35 216 — Prepaid expenses and other current assets 60 32 929 115 566 Property and equipment — — 1,205 46 1,793 Other non-current assets 3 1 101 — 277 Intangible—developed technology 480 800 6,100 4,450 350 Intangible—customer relationships 5,440 4,200 28,800 3,400 10,600 Intangible—trade name 170 200 800 600 450 Intangible—non-compete agreements 50 50 80 — — Intangible—government contracts — — — 28,600 — Goodwill 3,460 3,312 40,196 29,171 19,717 Deferred tax asset, net — — — 15 — Accounts payable (37) (25) (227) (3) — Accrued expenses and other (314) (114) (2,202) (238) (3,189) Deferred revenue — — — (570) — Customer deposits — — (27) (247) — Total net assets acquired $9,558 $8,808 $76,197 $67,308 $33,179 Jimmy Marketing ClubWise RoofSnap Total in thousands Cash $7,077 $15,454 $10,049 $315,876 Rollover equity — 1,377 — 1,736 Fair value of earnout — 1,782 — 1,844 Total consideration $7,077 $18,613 $10,049 $319,456 Net assets acquired: Cash and cash equivalents $— $1,428 $383 $5,422 Accounts receivable, trade 134 68 — 4,405 Contract assets 15 — — 876 Prepaid expenses and other current assets 410 236 20 4,566 Property and equipment — 153 22 3,342 Other non-current assets — — — 472 Intangible—developed technology — 1,613 760 19,171 Intangible—customer relationships 3,390 9,032 4,470 110,074 Intangible—trade name 120 323 60 4,098 Intangible—non-compete agreements 150 13 100 581 Intangible—government contracts — — — 28,600 Goodwill 3,491 9,409 4,491 158,410 Deferred tax asset, net 1 — 3 27 Accounts payable (3) (82) — (871) Accrued expenses and other (492) (1,708) (185) (12,697) Deferred revenue (100) — (75) (1,947) Customer deposits (39) — — (778) Deferred tax liability, net — (1,872) — (4,295) Total net assets acquired $7,077 $18,613 $10,049 $319,456 |
Schedule of Pro Forma Results | The following table presents unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 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 nil and $6.9 million for the three months ended September 30, 2021 and 2020, respectively, and $3.8 million and $21.7 million for the nine months ended September 30, 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 $4.1 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively, and additional amortization expense of nil and $4.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $14.4 million for the nine months ended September 30, 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. Three Months Ended September 30, Nine Months Ended September 30, 2021 Pro Forma 2020 Pro Forma 2021 Pro Forma 2020 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $129,358 $107,830 $366,186 $ 303,762 Net loss $(32,775) $ (13,969) $(78,846) $ (67,884) Adjustments to net loss per share (see Note 12) — (13,686) (15,105) (39,896) Net loss attributable to common stockholders $(32,775) $ (27,655) $(93,951) $(107,780) Net loss per share attributable to common stockholders: Basic $(0.17) $(0.66) $(1.03) $(2.60) Diluted $(0.17) $(0.66) $(1.03) $(2.60) | The following table presents unaudited pro forma consolidated results of operations for the years ended December 31, 2020 and 2019, as if the aforementioned 2020 and 2019 acquisitions had occurred as of January 1, 2019. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $11.5 million and $30.6 million for the years ended December 31, 2020 and 2019, 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 $15.5 million and $14.1 million for the years ended December 31, 2020 and 2019, and additional amortization of $8.9 million and $28.0 million for the years ended December 31, 2020 and 2019, respectively, resulting from the amortization of amortizable intangible assets beginning as of January 1, 2019. 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, 2020 Pro Forma 2019 Pro Forma (unaudited) in thousands, except per share amounts Total revenue $389,478 $365,006 Net loss $(69,313) $(127,982) Adjustments to net loss (see Note 12) $(67,811) $(289,336) Net loss attributable to common stockholders $(137,124) $(417,318) Net loss per share attributable to common stockholders: Basic $(3.29) $(15.40) Diluted $(3.29) $(15.40) |
Revenue (Q3) (Tables)
Revenue (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Disaggregation of Revenue | The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) By pattern of recognition (timing of transfer of services): Point in time $ 13,743 $ 12,953 $ 37,324 $ 34,891 Over time 114,791 76,198 317,166 210,630 Total $128,534 $ 89,151 $354,490 $ 245,521 By Geographical Market: United States $ 118,721 $82,368 $ 325,179 $ 227,152 International 9,813 6,783 29,311 18,369 Total $128,534 $ 89,151 $354,490 $245,521 | The following tables present a disaggregation of our revenue from contracts with customers by revenue recognition pattern and geographical market for the years ended December 31, 2020 and 2019: 2020 2019 in thousands By pattern of recognition (timing of transfer of services): Point in time $45,589 $21,968 Over time 291,936 220,174 Total $337,525 $242,142 By Geographical Market: United States $310,472 $230,560 International 27,053 11,582 Total $337,525 $242,142 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to contracts from customers as of: September 30, 2021 December 31, 2020 (in thousands) Accounts receivables $31,699 $24,966 Contract assets $ 13,595 $ 9,838 Deferred revenue $ 21,677 $ 13,621 Customer deposits $ 8,384 $ 8,247 Long-term deferred revenue $ 2,511 $ 2,297 | Supplemental balance sheet information related to contracts from customers as of December 31, 2020 and 2019 was as follows: 2020 2019 in thousands Accounts receivables $24,966 $17,447 Contract assets 9,838 8,421 Deferred revenue 13,621 11,646 Customer deposits 8,247 3,430 Long-term deferred revenue 2,297 2,211 |
Goodwill (Q3) (Tables)
Goodwill (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | Goodwill activity consisted of the following for the nine months ended September 30, 2021 (in thousands): Balance at December 31, 2020 $ 668,151 Acquired goodwill 130,292 Measurement period adjustments (1) 293 Effect of foreign currency exchange rate changes (2,518) Balance at September 30, 2021 $796,218 (1) The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020. | Goodwill consisted of the following as of December 31, 2020 and 2019 (in thousands): Balance, January 1, 2019 $267,668 Additions 158,410 Effect of foreign currency exchange rate changes 490 Balance, December 31, 2019 426,568 Additions 240,755 Effect of foreign currency exchange rate changes 828 Balance, December 31, 2020 $668,151 |
Intangible Assets (Q3) (Tables)
Intangible Assets (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following as of: September 30, 2021 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $ 553,755 $ 168,013 $ 385,742 Developed technology 2-12 years 97,707 38,192 59,515 Trade name 3-10 years 34,973 13,353 21,620 Non-compete agreements 3-5 years 2,399 1,428 971 Total $688,834 $220,986 $467,848 December 31, 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 3-20 years $502,614 $ 113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $ 623,148 $152,419 $470,729 | Intangible assets consisted of the following as of December 31, 2020 and 2019: 2020 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 3-20 years $502,614 $113,934 $388,680 Developed technology 2-12 years 85,510 27,311 58,199 Trade name 3-10 years 32,729 10,151 22,578 Non-compete agreements 3-5 years 2,295 1,023 1,272 Total $623,148 $152,419 $470,729 2019 Useful Life Gross Carrying Value Accumulated Amortization Net Book Value in thousands Customer relationships 5-19 years $356,253 $58,008 $298,245 Developed technology 2-10 years 64,846 16,614 48,232 Trade name 3-7 years 26,033 6,624 19,409 Non-compete agreements 2.5-5 years 1,791 567 1,224 Total $448,923 $81,813 $367,110 |
Property and Equipment (Q3) (Ta
Property and Equipment (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Computer equipment and software $ 7,259 $ 5,455 Furniture and fixtures 3,926 3,728 Leasehold improvements 12,037 11,886 Total property and equipment 23,222 21,069 Less accumulated depreciation (9,142) (6,364) Property and equipment, net $14,080 $14,705 | Property and equipment consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Computer equipment and software $5,455 $3,103 Furniture and fixtures 3,728 2,524 Leasehold improvements 11,886 8,461 Total property and equipment 21,069 14,088 Less accumulated depreciation (6,364) (2,388) Property and equipment, net $14,705 $11,700 |
Capitalized Software (Q3) (Tabl
Capitalized Software (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Schedule of Capitalized Software | Capitalized software consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Capitalized software $29,397 $20,339 Less: accumulated amortization (6,705) (4,270) Capitalized software, net $ 22,692 $16,069 | Capitalized software consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Capitalized software $20,339 $11,752 Less accumulated amortization (4,270) (1,887) Capitalized software, net $16,069 $9,865 |
Long-Term Debt (Q3) (Tables)
Long-Term Debt (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-Term Debt | Long-term debt consisted of the following as of: September 30, 2021 December 31, 2020 (in thousands) Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.75 0.25 $350,000 $ — Revolver with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 3.25 3.33 35,000 — Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 5.50 5.65 0.25 — 720,964 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 — 15 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,805 2,633 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,608 2,476 Principal debt 390,413 726,088 Deferred financing costs on long-term debt (3,558) (1,054) Discount on long-term debt (1,787) (26,702) Total debt 385,068 698,332 Less current maturities 6,279 7,294 Long-term portion $378,789 $691,038 | Long-term debt consisted of the following as of December 31, 2020 and 2019: 2020 2019 in thousands Term notes with interest payable monthly, interest rate at Adjusted LIBOR or Alternative Base Rate, plus an applicable margin of 4.50 5.65 7.30 0.25 $720,964 $453,065 Asset purchase agreement related to acquisition of Service Nation, Inc., zero 10 15 105 Subordinated unsecured promissory note related to acquisition of Service Nation, Inc., interest paid-in-kind, interest rate at 8.5 2,633 2,419 Subordinated unsecured promissory note related to acquisition of Technique Fitness, Inc. D/B/A Club OS, interest paid-in-kind, interest rate at 7 2,476 2,308 Principal debt 726,088 457,897 Deferred financing costs on long-term debt (1,054) (970) Discount on long-term debt (26,702) (18,164) Total debt 698,332 438,763 Less current maturities 7,294 4,632 Long-term portion $691,038 $434,131 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $ 875 2022 9,362 2023 3,500 2024 3,500 2025 3,500 Thereafter 370,125 Total aggregate maturities of the Company’s debt $390,862 | Aggregate maturities of the Company’s debt for the years ending December 31 are as follows (in thousands): Years ending December 31: 2021 $ 7,294 2022 13,152 2023 7,279 2024 7,279 2025 691,848 Thereafter — Total aggregate maturities of the Company’s debt $ 726,852 |
Stock-Based Compensation (Q3) (
Stock-Based Compensation (Q3) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Cost of revenues $ 173 $ — $ 178 $ — Sales and marketing 160 — 298 — Product development 295 — 437 — General and administrative 4,117 3,470 15,936 5,297 Total stock-based compensation expense $4,745 $3,470 $16,849 $5,297 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Net Loss Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock as of: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands except share and per share amounts) Numerator: Net loss $ (36,906) $ (5,444) $ (77,235) $ (39,031) Accretion of Series B to redemption value — (13,686) (15,105) (39,896) Numerator for basic and diluted EPS – net loss attributable to common stockholders $ (36,906) $ (19,130) $ (92,340) $ (78,927) Denominator: Denominator for basic and diluted EPS – weighted-average shares of common stock outstanding used in computing net loss per share 187,994,437 41,694,762 91,655,461 41,335,411 Basic and diluted net loss per share attributable to common stockholders $ (0.20) $ (0.46) $ (1.01) $ (1.91) | The following table presents the calculation of basic and diluted net loss per share for the company’s common stock: December 31, 2020 2019 in thousands except share and per share amounts Numerator: Net loss $(59,954 ) $(93,745 ) Undeclared Series A dividends — (4,532 ) Accretion of Series B to redemption value (67,811 ) (42,126 ) Deemed dividend – non-employee sale of shares to the Company — (3,393 ) Deemed dividend – Series A and B stock exchange — (239,285 ) December 31, 2020 2019 in thousands except share and per share amounts Numerator for basic and diluted EPS – net loss attributable to common stockholders $(127,765 ) $ (383,081 ) Denominator: Denominator for basic and diluted EPS – Weighted-average shares of common stock outstanding used in computing net loss per share 41,696,800 27,102,531 Basic and diluted net loss per share attributable to common stockholders $(3.06 ) $(14.13 ) |
Schedule of Antidilutive Outstanding Common Stock Excluded from Computation of Diluted Net Loss Per Share | The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect as of: September 30, 2021 2020 Outstanding options to purchase common stock 16,967,629 14,234,009 Outstanding convertible preferred stock (Series A and B) — 106,547,383 Total anti-dilutive outstanding potential common stock 16,967,629 120,781,392 | 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: 2020 2019 Outstanding options to purchase common stock 16,268,357 5,915,926 Outstanding convertible preferred stock (Series A and B) 117,183,540 100,716,343 Total anti-dilutive outstanding potential common stock 133,451,897 106,632,269 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis | The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of: September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $32,434 $— $ — $32,434 Liability: Contingent consideration $ — $— $673 $673 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Asset: Money market funds $15,802 $— $ — $15,802 Liability: Contingent consideration $ — $— $2,911 $2,911 | The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019: 2020 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $2,911 $2,911 2019 Level 1 Level 2 Level 3 Total in thousands Contingent consideration $— $— $1,811 $1,811 |
Schedule of Reconciliation of Opening and Closing Balances for Contingent Consideration | 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 nine months ended September 30, 2021 (in thousands): Opening balance $ 2,911 Fair value adjustments (892) Amounts settled through payment (1,346) Ending balance $ 673 | 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, 2020 (in thousands): Opening balance $1,811 Additions to contingent consideration (refer to Note 3, Acquisitions) 3,471 Fair value adjustments (455) Amounts settled through payment (1,916) Ending balance $2,911 |
Commitment and Contingencies _3
Commitment and Contingencies (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments | Future minimum payments due under the existing lease agreements are as follows as of September 30, 2021 (in thousands): Years ending December 31: 2021 (remaining three months) $2,039 2022 7,594 2023 6,595 2024 4,965 2025 4,729 Thereafter 17,256 Total future minimum payments due $43,178 | Future minimum payments due under the existing lease agreements are as follows for the years ending December 31 (in thousands): Years ending December 31: 2021 $8,039 2022 7,017 2023 6,328 2024 4,903 2025 4,366 Thereafter 16,737 Total Future minimum payments due $47,390 |
Geographic Areas (Q3) (Tables)
Geographic Areas (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Schedule of Long-Lived Assets by Geographic Areas | The following table sets forth long-lived assets by geographic area as of: September 30, 2021 December 31, 2020 (in thousands) United States $34,053 $28,077 International $2,719 $2,697 | The following table sets forth long-lived assets by geographic area: December 31, 2020 2019 in thousands United States $28,077 $20,827 International $2,697 $738 |
Nature of the Business (FY) (De
Nature of the Business (FY) (Details) | Sep. 30, 2021customercore_vertical | Dec. 31, 2020Customercore_vertical |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of customers (over) | 500,000 | 500,000 |
Number of core verticals | 3 | 3 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Property and Equipment, Estimated Useful Life (FY) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment and software | |
Property, Plant and Equipment, Net | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment, Net | |
Estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (FY) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Segment Information | ||
Number of operating segments | Segment | 1 | |
Capitalized Software, net | ||
Amortization period of software costs | 5 years | |
Revenue Recognition [Abstract] | ||
Material right contract term | 5 years | |
Advertising | ||
Advertising cost | $ 8.7 | $ 5 |
Recently Issued Accounting Pronouncements [Abstract] | ||
Capitalized costs | $ 1.4 | |
Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Term to use software | 1 month | |
Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Term to use software | 5 years | |
Revenue performance obligation satisfaction period | 1 year | |
Subscription and transaction fees | Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Contract term | 1 month | |
Subscription and transaction fees | Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Contract term | 5 years | |
SaaS and related support services | Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 30 days | |
SaaS and related support services | Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 60 days | |
License and related support services | Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 30 days | |
License and related support services | Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 60 days | |
Payment processing services | ||
Revenue Recognition [Abstract] | ||
Contract term | 1 month | |
Payment term | 1 month | |
Marketing technology solutions | ||
Revenue Recognition [Abstract] | ||
Contract term | 1 year | |
Payment term | 1 month | |
Other | ||
Revenue Recognition [Abstract] | ||
Contract term | 1 year | |
Other | Minimum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 30 days | |
Other | Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Payment term | 60 days | |
Accounts receivable | Customer concentration risk | Third party payment processor | ||
Concentrations of Risk [Abstract] | ||
Concentration percentage | 9.00% | 12.00% |
Accounts receivable | Customer concentration risk | Separate customer | ||
Concentrations of Risk [Abstract] | ||
Concentration percentage | 14.00% |
Acquisitions - Narrative (FY) (
Acquisitions - Narrative (FY) (Details) $ in Thousands | Jul. 08, 2021USD ($) | Mar. 17, 2021USD ($) | Jan. 19, 2021USD ($)shares | Dec. 16, 2020USD ($)shares | Nov. 18, 2020USD ($) | Oct. 17, 2020USD ($) | Oct. 16, 2020USD ($) | Aug. 21, 2020USD ($)shares | Apr. 17, 2020USD ($) | Jan. 24, 2020USD ($) | Jan. 16, 2020USD ($)shares | Jan. 06, 2020USD ($) | Dec. 27, 2019USD ($) | Oct. 25, 2019USD ($)shares | Aug. 20, 2019USD ($) | Jun. 11, 2019USD ($) | Mar. 19, 2019USD ($) | Mar. 01, 2019USD ($) | Feb. 21, 2019USD ($)shares | Feb. 14, 2019USD ($) | Jan. 22, 2019USD ($) | Jan. 18, 2019USD ($) | Jan. 16, 2019USD ($) | Jan. 09, 2019USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)business | Sep. 30, 2020USD ($)business | Dec. 31, 2020USD ($)business | Dec. 31, 2019USD ($)business | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Number of businesses acquired | business | 4 | 5 | 9 | 13 | ||||||||||||||||||||||||||||
Acquisition related costs | $ 4,100 | $ 6,800 | $ 5,700 | $ 15,500 | $ 14,100 | |||||||||||||||||||||||||||
Total revenue needed for earnout to be paid | 6,600 | 5,000 | ||||||||||||||||||||||||||||||
Fair value of earnout | $ 2,500 | |||||||||||||||||||||||||||||||
Earnout paid | 2,000 | |||||||||||||||||||||||||||||||
Decrease in earnout liability | 500 | |||||||||||||||||||||||||||||||
Goodwill expected to be deductible for income tax | 167,100 | |||||||||||||||||||||||||||||||
Interest expense | $ 6,900 | 3,800 | 21,700 | 11,500 | 30,600 | |||||||||||||||||||||||||||
Transaction costs removed | $ 4,100 | 900 | 6,800 | 5,700 | 15,500 | 14,100 | ||||||||||||||||||||||||||
Additional amortization expense | $ 4,200 | 1,800 | $ 14,400 | 8,900 | 28,000 | |||||||||||||||||||||||||||
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 | $ 34,500 | 34,484 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
MDTech | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 15,900 | 15,855 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Timely | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 99,700 | 99,748 | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Fair value of earnout | $ 2,500 | |||||||||||||||||||||||||||||||
Earnout paid | 2,000 | |||||||||||||||||||||||||||||||
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 | 2,700 | |||||||||||||||||||||||||||||||
Fair value of earnout | $ 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 | ||||||||||||||||||||||||||||||
Goodwill expected to be deductible for income tax | 167,100 | |||||||||||||||||||||||||||||||
AllMeds | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 30,300 | 30,305 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Secure Global Solutions | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 9,300 | 9,319 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
HSR-FL | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase price | $ 1,000 | 971 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Saber Marketing | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase price | $ 600 | 627 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Studio Director | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 47,400 | 47,445 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
33 Mile Radius | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 9,600 | 9,558 | ||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 180,574 | |||||||||||||||||||||||||||||||
Rollover equity | $ 400 | 359 | ||||||||||||||||||||||||||||||
eProvider Solutions | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 8,800 | 8,808 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
CollaborateMD | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 76,200 | 76,197 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Security Information Systems | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 67,300 | 67,308 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
American Service Finance | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase price | $ 33,200 | 33,179 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Jimmy Marketing | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 7,100 | 7,077 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
ClubWise | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 18,600 | 18,613 | ||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 283,286 | |||||||||||||||||||||||||||||||
Rollover equity | $ 1,400 | 1,377 | ||||||||||||||||||||||||||||||
Earnout per year if revenue achievement met | 5,400 | |||||||||||||||||||||||||||||||
Fair value of earnout | 2,000 | 1,300 | $ 700 | |||||||||||||||||||||||||||||
Earnout paid | $ 1,800 | $ 1,800 | ||||||||||||||||||||||||||||||
RoofSnap | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||||||||||||||
Purchase price | $ 10,000 | 10,049 | ||||||||||||||||||||||||||||||
Rollover equity | 0 | |||||||||||||||||||||||||||||||
Goodwill expected to be deductible for income tax | $ 133,300 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred and Net Assets Acquired (FY) (Details) - USD ($) $ in Thousands | 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. 27, 2019 | Oct. 25, 2019 | Aug. 20, 2019 | Jun. 11, 2019 | Mar. 19, 2019 | Mar. 01, 2019 | Feb. 21, 2019 | Feb. 14, 2019 | Jan. 22, 2019 | Jan. 18, 2019 | Jan. 16, 2019 | Jan. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2018 |
Net assets acquired: | |||||||||||||||||||||||||
Goodwill | $ 668,151 | $ 426,568 | $ 796,218 | $ 267,668 | |||||||||||||||||||||
Deferred tax asset, net | $ 1,866 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Intercompany (receivable) | 27 | ||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
Intercompany (payable) | (27) | ||||||||||||||||||||||||
Total net assets acquired | 415,269 | ||||||||||||||||||||||||
2020 Acquisitions | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 20,557 | ||||||||||||||||||||||||
2020 Acquisitions | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 145,820 | ||||||||||||||||||||||||
2020 Acquisitions | Trade name | |||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (291) | ||||||||||||||||||||||||
Customer deposits | (85) | ||||||||||||||||||||||||
Deferred tax liability, net | (251) | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 28,364 | ||||||||||||||||||||||||
Remodeling | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,480 | ||||||||||||||||||||||||
Remodeling | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 11,380 | ||||||||||||||||||||||||
Remodeling | Trade name | |||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (565) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (184) | ||||||||||||||||||||||||
Total net assets acquired | 22,183 | ||||||||||||||||||||||||
Qiigo | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 2,120 | ||||||||||||||||||||||||
Qiigo | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 11,110 | ||||||||||||||||||||||||
Qiigo | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Other current liabilities | 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 technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 2,030 | ||||||||||||||||||||||||
AlertMD | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 13,490 | ||||||||||||||||||||||||
AlertMD | Trade name | |||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
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 technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,530 | ||||||||||||||||||||||||
Invoice Simple | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 17,970 | ||||||||||||||||||||||||
Invoice Simple | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 48 | ||||||||||||||||||||||||
Property and equipment | 26 | ||||||||||||||||||||||||
Other non-current assets | 9 | ||||||||||||||||||||||||
Intercompany (receivable) | 0 | ||||||||||||||||||||||||
Goodwill | 12,090 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (61) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (210) | ||||||||||||||||||||||||
Deferred tax liability, net | (1,734) | ||||||||||||||||||||||||
Deferred revenue | (100) | ||||||||||||||||||||||||
Intercompany (payable) | 0 | ||||||||||||||||||||||||
Total net assets acquired | 17,477 | ||||||||||||||||||||||||
Brighter Vision | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 760 | ||||||||||||||||||||||||
Brighter Vision | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 6,150 | ||||||||||||||||||||||||
Brighter Vision | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 23 | ||||||||||||||||||||||||
Property and equipment | 36 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Intercompany (receivable) | 0 | ||||||||||||||||||||||||
Goodwill | 3,326 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (79) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (450) | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (29) | ||||||||||||||||||||||||
Intercompany (payable) | 0 | ||||||||||||||||||||||||
Total net assets acquired | 15,670 | ||||||||||||||||||||||||
Socius | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,350 | ||||||||||||||||||||||||
Socius | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 9,900 | ||||||||||||||||||||||||
Socius | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 192 | ||||||||||||||||||||||||
Property and equipment | 139 | ||||||||||||||||||||||||
Other non-current assets | 180 | ||||||||||||||||||||||||
Intercompany (receivable) | 0 | ||||||||||||||||||||||||
Goodwill | 93,717 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (215) | ||||||||||||||||||||||||
Other current liabilities | (57) | ||||||||||||||||||||||||
Accrued expenses and other | (872) | ||||||||||||||||||||||||
Deferred tax liability, net | (1,713) | ||||||||||||||||||||||||
Deferred revenue | (322) | ||||||||||||||||||||||||
Intercompany (payable) | 0 | ||||||||||||||||||||||||
Total net assets acquired | 122,333 | ||||||||||||||||||||||||
Service Fusion | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 2,820 | ||||||||||||||||||||||||
Service Fusion | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 25,680 | ||||||||||||||||||||||||
Service Fusion | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 45 | ||||||||||||||||||||||||
Property and equipment | 209 | ||||||||||||||||||||||||
Other non-current assets | 19 | ||||||||||||||||||||||||
Intercompany (receivable) | 27 | ||||||||||||||||||||||||
Goodwill | 9,110 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (209) | ||||||||||||||||||||||||
Other current liabilities | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (162) | ||||||||||||||||||||||||
Deferred tax liability, net | (286) | ||||||||||||||||||||||||
Deferred revenue | (81) | ||||||||||||||||||||||||
Intercompany (payable) | (27) | ||||||||||||||||||||||||
Total net assets acquired | 11,697 | ||||||||||||||||||||||||
My PT Hub | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 586 | ||||||||||||||||||||||||
My PT Hub | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,918 | ||||||||||||||||||||||||
My PT Hub | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Intercompany (receivable) | 0 | ||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
Intercompany (payable) | 0 | ||||||||||||||||||||||||
Total net assets acquired | 143,100 | ||||||||||||||||||||||||
Updox | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 7,870 | ||||||||||||||||||||||||
Updox | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 48,150 | ||||||||||||||||||||||||
Updox | Trade name | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Intercompany (receivable) | 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 | ||||||||||||||||||||||||
Intercompany (payable) | 0 | ||||||||||||||||||||||||
Total net assets acquired | 85 | ||||||||||||||||||||||||
Other | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 11 | ||||||||||||||||||||||||
Other | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 72 | ||||||||||||||||||||||||
Other | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 2 | ||||||||||||||||||||||||
Other | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | $ 0 | ||||||||||||||||||||||||
2019 Acquisitions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 315,876 | ||||||||||||||||||||||||
Rollover equity | 1,736 | ||||||||||||||||||||||||
Fair value of earnout | 1,844 | ||||||||||||||||||||||||
Total consideration | 319,456 | ||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 5,422 | ||||||||||||||||||||||||
Accounts receivable, trade | 4,405 | ||||||||||||||||||||||||
Contract assets | 876 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 4,566 | ||||||||||||||||||||||||
Property and equipment | 3,342 | ||||||||||||||||||||||||
Other non-current assets | 472 | ||||||||||||||||||||||||
Goodwill | 158,410 | ||||||||||||||||||||||||
Deferred tax asset, net | 27 | ||||||||||||||||||||||||
Accounts payable | (871) | ||||||||||||||||||||||||
Accrued expenses and other | (12,697) | ||||||||||||||||||||||||
Customer deposits | (778) | ||||||||||||||||||||||||
Deferred tax liability, net | (4,295) | ||||||||||||||||||||||||
Deferred revenue | (1,947) | ||||||||||||||||||||||||
Total net assets acquired | 319,456 | ||||||||||||||||||||||||
2019 Acquisitions | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 19,171 | ||||||||||||||||||||||||
2019 Acquisitions | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 110,074 | ||||||||||||||||||||||||
2019 Acquisitions | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 4,098 | ||||||||||||||||||||||||
2019 Acquisitions | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 581 | ||||||||||||||||||||||||
2019 Acquisitions | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 28,600 | ||||||||||||||||||||||||
AllMeds | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 30,305 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 30,300 | 30,305 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 113 | ||||||||||||||||||||||||
Accounts receivable, trade | 1,144 | ||||||||||||||||||||||||
Contract assets | 143 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 2,083 | ||||||||||||||||||||||||
Property and equipment | 76 | ||||||||||||||||||||||||
Other non-current assets | 1 | ||||||||||||||||||||||||
Goodwill | 15,646 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (488) | ||||||||||||||||||||||||
Accrued expenses and other | (3,901) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | (2,423) | ||||||||||||||||||||||||
Deferred revenue | (808) | ||||||||||||||||||||||||
Total net assets acquired | 30,305 | ||||||||||||||||||||||||
AllMeds | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 3,068 | ||||||||||||||||||||||||
AllMeds | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 14,868 | ||||||||||||||||||||||||
AllMeds | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 775 | ||||||||||||||||||||||||
AllMeds | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 8 | ||||||||||||||||||||||||
Secure Global Solutions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 9,319 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 9,300 | 9,319 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 38 | ||||||||||||||||||||||||
Accounts receivable, trade | 780 | ||||||||||||||||||||||||
Contract assets | 172 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 102 | ||||||||||||||||||||||||
Property and equipment | 47 | ||||||||||||||||||||||||
Other non-current assets | 89 | ||||||||||||||||||||||||
Goodwill | 3,359 | ||||||||||||||||||||||||
Deferred tax asset, net | 2 | ||||||||||||||||||||||||
Accounts payable | (6) | ||||||||||||||||||||||||
Accrued expenses and other | (49) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (115) | ||||||||||||||||||||||||
Total net assets acquired | 9,319 | ||||||||||||||||||||||||
Secure Global Solutions | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 600 | ||||||||||||||||||||||||
Secure Global Solutions | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 4,000 | ||||||||||||||||||||||||
Secure Global Solutions | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 300 | ||||||||||||||||||||||||
Secure Global Solutions | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
HSR-FL | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 971 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 1,000 | 971 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 0 | ||||||||||||||||||||||||
Accounts receivable, trade | 40 | ||||||||||||||||||||||||
Contract assets | 28 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 0 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 212 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||||
Accrued expenses and other | 0 | ||||||||||||||||||||||||
Customer deposits | (326) | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 971 | ||||||||||||||||||||||||
HSR-FL | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
HSR-FL | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,017 | ||||||||||||||||||||||||
HSR-FL | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
HSR-FL | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Saber Marketing | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 627 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 600 | 627 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 0 | ||||||||||||||||||||||||
Accounts receivable, trade | 1 | ||||||||||||||||||||||||
Contract assets | 23 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 2 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 143 | ||||||||||||||||||||||||
Deferred tax asset, net | 5 | ||||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||||
Accrued expenses and other | 0 | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (254) | ||||||||||||||||||||||||
Total net assets acquired | 627 | ||||||||||||||||||||||||
Saber Marketing | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Saber Marketing | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 707 | ||||||||||||||||||||||||
Saber Marketing | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Saber Marketing | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Studio Director | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 47,445 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 47,400 | 47,445 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 325 | ||||||||||||||||||||||||
Accounts receivable, trade | 0 | ||||||||||||||||||||||||
Contract assets | 244 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 11 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 25,803 | ||||||||||||||||||||||||
Deferred tax asset, net | 1 | ||||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (305) | ||||||||||||||||||||||||
Customer deposits | (139) | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (25) | ||||||||||||||||||||||||
Total net assets acquired | 47,445 | ||||||||||||||||||||||||
Studio Director | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 950 | ||||||||||||||||||||||||
Studio Director | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 20,150 | ||||||||||||||||||||||||
Studio Director | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 300 | ||||||||||||||||||||||||
Studio Director | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 130 | ||||||||||||||||||||||||
33 Mile Radius | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 9,199 | ||||||||||||||||||||||||
Rollover equity | $ 400 | 359 | |||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 9,600 | 9,558 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 228 | ||||||||||||||||||||||||
Accounts receivable, trade | 18 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 60 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 3 | ||||||||||||||||||||||||
Goodwill | 3,460 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (37) | ||||||||||||||||||||||||
Accrued expenses and other | (314) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 9,558 | ||||||||||||||||||||||||
33 Mile Radius | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 480 | ||||||||||||||||||||||||
33 Mile Radius | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 5,440 | ||||||||||||||||||||||||
33 Mile Radius | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 170 | ||||||||||||||||||||||||
33 Mile Radius | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 50 | ||||||||||||||||||||||||
33 Mile Radius | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
eProvider Solutions | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 8,808 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 8,800 | 8,808 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 0 | ||||||||||||||||||||||||
Accounts receivable, trade | 352 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 32 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 1 | ||||||||||||||||||||||||
Goodwill | 3,312 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (25) | ||||||||||||||||||||||||
Accrued expenses and other | (114) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 8,808 | ||||||||||||||||||||||||
eProvider Solutions | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 800 | ||||||||||||||||||||||||
eProvider Solutions | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 4,200 | ||||||||||||||||||||||||
eProvider Solutions | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 200 | ||||||||||||||||||||||||
eProvider Solutions | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 50 | ||||||||||||||||||||||||
eProvider Solutions | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
CollaborateMD | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 76,197 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 76,200 | 76,197 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 232 | ||||||||||||||||||||||||
Accounts receivable, trade | 175 | ||||||||||||||||||||||||
Contract assets | 35 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 929 | ||||||||||||||||||||||||
Property and equipment | 1,205 | ||||||||||||||||||||||||
Other non-current assets | 101 | ||||||||||||||||||||||||
Goodwill | 40,196 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (227) | ||||||||||||||||||||||||
Accrued expenses and other | (2,202) | ||||||||||||||||||||||||
Customer deposits | (27) | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 76,197 | ||||||||||||||||||||||||
CollaborateMD | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 6,100 | ||||||||||||||||||||||||
CollaborateMD | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 28,800 | ||||||||||||||||||||||||
CollaborateMD | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 800 | ||||||||||||||||||||||||
CollaborateMD | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 80 | ||||||||||||||||||||||||
CollaborateMD | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Security Information Systems | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 67,246 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 62 | ||||||||||||||||||||||||
Total consideration | $ 67,300 | 67,308 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 145 | ||||||||||||||||||||||||
Accounts receivable, trade | 1,608 | ||||||||||||||||||||||||
Contract assets | 216 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 115 | ||||||||||||||||||||||||
Property and equipment | 46 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 29,171 | ||||||||||||||||||||||||
Deferred tax asset, net | 15 | ||||||||||||||||||||||||
Accounts payable | (3) | ||||||||||||||||||||||||
Accrued expenses and other | (238) | ||||||||||||||||||||||||
Customer deposits | (247) | ||||||||||||||||||||||||
Deferred revenue | (570) | ||||||||||||||||||||||||
Total net assets acquired | 67,308 | ||||||||||||||||||||||||
Security Information Systems | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 4,450 | ||||||||||||||||||||||||
Security Information Systems | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 3,400 | ||||||||||||||||||||||||
Security Information Systems | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 600 | ||||||||||||||||||||||||
Security Information Systems | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Security Information Systems | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 28,600 | ||||||||||||||||||||||||
American Service Finance | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 33,179 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 33,200 | 33,179 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 2,530 | ||||||||||||||||||||||||
Accounts receivable, trade | 85 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 566 | ||||||||||||||||||||||||
Property and equipment | 1,793 | ||||||||||||||||||||||||
Other non-current assets | 277 | ||||||||||||||||||||||||
Goodwill | 19,717 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (3,189) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 33,179 | ||||||||||||||||||||||||
American Service Finance | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 350 | ||||||||||||||||||||||||
American Service Finance | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 10,600 | ||||||||||||||||||||||||
American Service Finance | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 450 | ||||||||||||||||||||||||
American Service Finance | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
American Service Finance | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Jimmy Marketing | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 7,077 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 7,100 | 7,077 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 0 | ||||||||||||||||||||||||
Accounts receivable, trade | 134 | ||||||||||||||||||||||||
Contract assets | 15 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 410 | ||||||||||||||||||||||||
Property and equipment | 0 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 3,491 | ||||||||||||||||||||||||
Deferred tax asset, net | 1 | ||||||||||||||||||||||||
Accounts payable | (3) | ||||||||||||||||||||||||
Accrued expenses and other | (492) | ||||||||||||||||||||||||
Customer deposits | (39) | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (100) | ||||||||||||||||||||||||
Total net assets acquired | 7,077 | ||||||||||||||||||||||||
Jimmy Marketing | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
Jimmy Marketing | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 3,390 | ||||||||||||||||||||||||
Jimmy Marketing | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 120 | ||||||||||||||||||||||||
Jimmy Marketing | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 150 | ||||||||||||||||||||||||
Jimmy Marketing | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
ClubWise | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 15,454 | ||||||||||||||||||||||||
Rollover equity | $ 1,400 | 1,377 | |||||||||||||||||||||||
Fair value of earnout | 1,782 | ||||||||||||||||||||||||
Total consideration | $ 18,600 | 18,613 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 1,428 | ||||||||||||||||||||||||
Accounts receivable, trade | 68 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 236 | ||||||||||||||||||||||||
Property and equipment | 153 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 9,409 | ||||||||||||||||||||||||
Deferred tax asset, net | 0 | ||||||||||||||||||||||||
Accounts payable | (82) | ||||||||||||||||||||||||
Accrued expenses and other | (1,708) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | (1,872) | ||||||||||||||||||||||||
Deferred revenue | 0 | ||||||||||||||||||||||||
Total net assets acquired | 18,613 | ||||||||||||||||||||||||
ClubWise | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 1,613 | ||||||||||||||||||||||||
ClubWise | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 9,032 | ||||||||||||||||||||||||
ClubWise | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 323 | ||||||||||||||||||||||||
ClubWise | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 13 | ||||||||||||||||||||||||
ClubWise | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 0 | ||||||||||||||||||||||||
RoofSnap | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 10,049 | ||||||||||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||||||||
Fair value of earnout | 0 | ||||||||||||||||||||||||
Total consideration | $ 10,000 | 10,049 | |||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Cash and cash equivalents | 383 | ||||||||||||||||||||||||
Accounts receivable, trade | 0 | ||||||||||||||||||||||||
Contract assets | 0 | ||||||||||||||||||||||||
Prepaid expenses and other current assets | 20 | ||||||||||||||||||||||||
Property and equipment | 22 | ||||||||||||||||||||||||
Other non-current assets | 0 | ||||||||||||||||||||||||
Goodwill | 4,491 | ||||||||||||||||||||||||
Deferred tax asset, net | 3 | ||||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||||
Accrued expenses and other | (185) | ||||||||||||||||||||||||
Customer deposits | 0 | ||||||||||||||||||||||||
Deferred tax liability, net | 0 | ||||||||||||||||||||||||
Deferred revenue | (75) | ||||||||||||||||||||||||
Total net assets acquired | 10,049 | ||||||||||||||||||||||||
RoofSnap | Developed technology | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 760 | ||||||||||||||||||||||||
RoofSnap | Customer relationships | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 4,470 | ||||||||||||||||||||||||
RoofSnap | Trade name | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 60 | ||||||||||||||||||||||||
RoofSnap | Non-compete agreements | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | 100 | ||||||||||||||||||||||||
RoofSnap | Government contracts | |||||||||||||||||||||||||
Net assets acquired: | |||||||||||||||||||||||||
Intangible | $ 0 |
Acquisitions - Pro Forma (FY) (
Acquisitions - Pro Forma (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | ||||||
Total revenue | $ 129,358 | $ 107,830 | $ 366,186 | $ 303,762 | $ 389,478 | $ 365,006 |
Net loss | (32,775) | (13,969) | (78,846) | (67,884) | (69,313) | (127,982) |
Adjustments to net loss (see Note 12) | (67,811) | (289,336) | ||||
Net loss attributable to common stockholders | $ (32,775) | $ (27,655) | $ (93,951) | $ (107,780) | $ (137,124) | $ (417,318) |
Net loss per share attributable to common stockholders: | ||||||
Basic (in dollars per share) | $ (0.17) | $ (0.66) | $ (1.03) | $ (2.60) | $ (3.29) | $ (15.40) |
Diluted (in dollars per share) | $ (0.17) | $ (0.66) | $ (1.03) | $ (2.60) | $ (3.29) | $ (15.40) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 128,534 | $ 89,151 | $ 354,490 | $ 245,521 | $ 337,525 | $ 242,142 |
United States | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 118,721 | 82,368 | 325,179 | 227,152 | 310,472 | 230,560 |
International | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 9,813 | 6,783 | 29,311 | 18,369 | 27,053 | 11,582 |
Point in time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 13,743 | 12,953 | 37,324 | 34,891 | 45,589 | 21,968 |
Over time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 114,791 | $ 76,198 | $ 317,166 | $ 210,630 | $ 291,936 | $ 220,174 |
Revenue - Contract Balances (FY
Revenue - Contract Balances (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivables | $ 31,699 | $ 24,966 | $ 17,447 |
Contract assets | 13,595 | 9,838 | 8,421 |
Deferred revenue | 21,677 | 13,621 | 11,646 |
Customer deposits | 8,384 | 8,247 | 3,430 |
Long-term deferred revenue | $ 2,511 | $ 2,297 | $ 2,211 |
Revenue - Narrative (FY) (Detai
Revenue - Narrative (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||||
Revenue recognized | $ 12.4 | $ 11.6 | ||||
Cost to obtain contracts amortization period | 5 years | 5 years | 5 years | |||
Short-term assets | $ 4.2 | $ 4.2 | $ 2.7 | $ 1.6 | ||
Long-term assets | 10.7 | 10.7 | 7.2 | 4 | ||
Amortization expense | $ 1 | $ 0.5 | $ 2.7 | $ 1.5 | $ 2.3 | $ 0.8 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (FY) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 15.9 | $ 13.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 43.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 45.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 26.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 28.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
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 | 26.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 24.00% | |
Remaining performance obligation, expected timing of satisfaction | 2 years | |
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 | ||
Remaining performance obligation, expected timing of satisfaction | 2 years |
Goodwill (FY) (Details)
Goodwill (FY) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Goodwill [Roll Forward] | ||||
Beginning balance | $ 668,151 | $ 426,568 | $ 267,668 | |
Additions | 293 | [1] | 240,755 | 158,410 |
Effect of foreign currency exchange rate changes | (2,518) | 828 | 490 | |
Ending balance | $ 796,218 | $ 668,151 | $ 426,568 | |
[1] | The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020 |
Intangible Assets - Summary (FY
Intangible Assets - Summary (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 688,834 | $ 623,148 | $ 448,923 | |
Accumulated Amortization | 220,986 | 152,419 | 81,813 | |
Net Book Value | 467,848 | 470,729 | 367,110 | |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | 553,755 | 502,614 | 356,253 | |
Accumulated Amortization | 168,013 | 113,934 | 58,008 | |
Net Book Value | $ 385,742 | $ 388,680 | $ 298,245 | |
Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 5 years |
Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 20 years | 20 years | 20 years | 19 years |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 97,707 | $ 85,510 | $ 64,846 | |
Accumulated Amortization | 38,192 | 27,311 | 16,614 | |
Net Book Value | $ 59,515 | $ 58,199 | $ 48,232 | |
Developed technology | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 2 years | 2 years | 2 years | 2 years |
Developed technology | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 12 years | 12 years | 12 years | 10 years |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 34,973 | $ 32,729 | $ 26,033 | |
Accumulated Amortization | 13,353 | 10,151 | 6,624 | |
Net Book Value | $ 21,620 | $ 22,578 | $ 19,409 | |
Trade name | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 3 years |
Trade name | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 10 years | 10 years | 10 years | 7 years |
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 2,399 | $ 2,295 | $ 1,791 | |
Accumulated Amortization | 1,428 | 1,023 | 567 | |
Net Book Value | $ 971 | $ 1,272 | $ 1,224 | |
Non-compete agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 2 years 6 months |
Non-compete agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 5 years | 5 years | 5 years | 5 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization | $ 24.2 | $ 17.8 | $ 68.7 | $ 51.3 | $ 70.6 | $ 49.9 |
Weighted average useful life of intangible assets acquired | 9 years 8 months 12 days | 13 years 2 months 12 days |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense for Intangible Assets (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Amortization Expense for Intangible Assets [Abstract] | |||
2021 | $ 85,836 | ||
2022 | 81,437 | ||
2023 | 71,907 | ||
2024 | 57,377 | ||
2025 | 46,552 | ||
Thereafter | 127,620 | ||
Net Book Value | $ 467,848 | $ 470,729 | $ 367,110 |
Property and Equipment - Summar
Property and Equipment - Summary (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 23,222 | $ 21,069 | $ 14,088 |
Less accumulated depreciation | (9,142) | (6,364) | (2,388) |
Property and equipment, net | 14,080 | 14,705 | 11,700 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,259 | 5,455 | 3,103 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,926 | 3,728 | 2,524 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 12,037 | $ 11,886 | $ 8,461 |
Property and Equipment - Narrat
Property and Equipment - Narrative (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 1 | $ 0.8 | $ 2.8 | $ 2.3 | $ 4 | $ 1.7 |
Capitalized Software - Summary
Capitalized Software - Summary (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Research and Development [Abstract] | |||
Capitalized software | $ 29,397 | $ 20,339 | $ 11,752 |
Less: accumulated amortization | (6,705) | (4,270) | (1,887) |
Capitalized software, net | $ 22,692 | $ 16,069 | $ 9,865 |
Capitalized Software - Narrativ
Capitalized Software - Narrative (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||||||
Amortization | $ 0.9 | $ 0.6 | $ 2.4 | $ 1.7 | $ 2.4 | $ 1.2 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt (FY) (Details) - USD ($) | Jan. 01, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Principal debt | $ 390,413,000 | $ 726,088,000 | $ 457,897,000 | |
Deferred financing costs on long-term debt | (3,558,000) | (1,054,000) | (970,000) | |
Discount on long-term debt | (1,787,000) | (26,702,000) | (18,164,000) | |
Total debt | 385,068,000 | 698,332,000 | 438,763,000 | |
Less current maturities | 6,279,000 | 7,294,000 | 4,632,000 | |
Long-term portion | 378,789,000 | 691,038,000 | 434,131,000 | |
Term loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 409,800,000 | |||
Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | |||
New Term Loan | Term loan | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 350,000,000 | 0 | ||
Principal payment as a percentage of original principal balance | 0.25% | |||
New Term Loan | Base Rate Or London Interbank Offered Rate (LIBOR) | Term loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.25% | |||
Effective interest rate | 3.75% | |||
New Revolver | Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 35,000,000 | 0 | ||
Basis spread | 3.25% | |||
Effective interest rate | 3.33% | |||
Term Notes | Term loan | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 720,964,000 | $ 453,065,000 | ||
Effective interest rate | 5.65% | 7.30% | ||
Principal payment as a percentage of original principal balance | 0.25% | 0.25% | ||
Term Notes | Base Rate Or London Interbank Offered Rate (LIBOR) | Term loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 4.50% | |||
Term notes | Term Notes | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 0 | $ 720,964,000 | ||
Effective interest rate | 5.65% | |||
Principal payment as a percentage of original principal balance | 0.25% | |||
Term notes | Term Notes | Base Rate Or London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 5.50% | |||
Asset purchase agreement | Asset purchase agreement | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 0 | $ 15,000 | $ 105,000 | |
Effective interest rate | 10.00% | 10.00% | ||
Interest rate | 0.00% | 0.00% | ||
Subordinated unsecured promissory note | Subordinated Unsecured Promissory Note, Service Nation, Inc | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 2,805,000 | $ 2,633,000 | $ 2,419,000 | |
Interest rate | 8.50% | 8.50% | ||
Subordinated unsecured promissory note | Subordinated Unsecured Promissory Note, Technique Fitness, Inc | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 2,608,000 | $ 2,476,000 | $ 2,308,000 | |
Interest rate | 7.00% | 7.00% |
Long-Term Debt - Narrative (FY)
Long-Term Debt - Narrative (FY) (Details) - USD ($) | Jul. 06, 2021 | Jul. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Proceeds from debt | $ 496,466,000 | $ 143,884,000 | $ 314,668,000 | $ 688,391,000 | |||||
Discount | 9,000,000 | ||||||||
Amount outstanding | $ 385,068,000 | 385,068,000 | 698,332,000 | 438,763,000 | |||||
Loss on extinguishment of debt | 28,714,000 | $ 0 | 28,714,000 | 0 | 0 | 15,518,000 | |||
Paid-in-kind interest on long-term debt | 305,000 | 283,000 | 382,000 | 1,356,000 | |||||
Expected paid-in-kind interest | 500,000 | 500,000 | $ 800,000 | ||||||
Legacy Subordinated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.75% | ||||||||
Amount outstanding | $ 5,100,000 | ||||||||
Legacy Subordinated Notes | Subordinated unsecured promissory note | |||||||||
Debt Instrument [Line Items] | |||||||||
Paid-in-kind interest on long-term debt | 100,000 | $ 100,000 | 300,000 | $ 300,000 | 400,000 | 1,300,000 | |||
Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding | 721,000,000 | ||||||||
Equity Sponsor Notes [Member] | Subordinated unsecured promissory note | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 143,000,000 | ||||||||
Basis spread | 8.25% | ||||||||
ES Notes and Legacy Term Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | 15,500,000 | ||||||||
Term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 415,000,000 | ||||||||
Amount outstanding | 409,800,000 | ||||||||
Term loan | Legacy Subordinated Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 415,000,000 | ||||||||
Term loan | New Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 350,000,000 | ||||||||
Term loan | New Term Loan | Eurocurrency | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 3.00% | ||||||||
Term loan | New Term Loan | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 2.00% | ||||||||
Delayed draw term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 385,000,000 | 135,000,000 | |||||||
Increase in borrowing capacity | 250,000,000 | ||||||||
Proceeds from debt | 0 | 69,200,000 | 264,700,000 | 39,200,000 | |||||
Discount | 0 | $ 2,900,000 | $ 9,000,000 | ||||||
Unused commitment fee percentage | 1.50% | 1.50% | |||||||
Amount outstanding | $ 311,200,000 | ||||||||
Revolving loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||
Proceeds from debt | $ 50,000,000 | ||||||||
Amount outstanding | $ 0 | ||||||||
Revolving loans | New Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 190,000,000 | ||||||||
Proceeds from debt | $ 79,000,000 | ||||||||
Basis spread | 3.25% | ||||||||
Revolving loans | New Revolver | Eurocurrency | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 3.00% | ||||||||
Revolving loans | New Revolver | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 2.00% | ||||||||
Revolving loans | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 0.375% | 0.375% | |||||||
Interest rate | 5.68% | ||||||||
Revolving loans | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 0.50% | 0.50% | |||||||
Interest rate | 6.25% | ||||||||
Letter of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
Letter of credit | Federal Reserve Bank Of New York | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
Line of Credit | New Credit Agreement | Federal Reserve Bank Of New York | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 0.005% | ||||||||
Line of Credit | New Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread | 1.00% | ||||||||
Level 2 | Fair Value | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value | $ 390,900,000 | $ 390,900,000 | $ 710,300,000 | $ 438,800,000 |
Long-Term Debt - Maturities (FY
Long-Term Debt - Maturities (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 9,362 | $ 7,294 |
2022 | 3,500 | 13,152 |
2023 | 3,500 | 7,279 |
2024 | 3,500 | 7,279 |
2025 | 691,848 | |
Thereafter | 0 | |
Total debt | $ 390,862 | $ 726,852 |
Equity - Narrative (FY) (Detail
Equity - Narrative (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 06, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
2020 Equity Transactions [Abstract] | |||||||||
Issuance of Series B convertible preferred stock (in shares) | 0 | 0 | 5,200,000 | 63,000 | |||||
Issuance of Series B convertible preferred stock (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Issuance costs | $ 31,102 | $ 80 | $ 24,417 | ||||||
2019 Equity Transactions [Abstract] | |||||||||
Conversion of Series A to Common (in shares) | 0 | 61,343,000 | |||||||
Deemed dividend distribution | $ 162,400 | ||||||||
Sale of shares of common stock by holders (in shares) | 32,800,000 | ||||||||
Percentage of remaining common stock converted into Series B preferred stock | 50.00% | ||||||||
Additional stock-based compensation expense recorded | 4,745 | $ 3,470 | $ 16,849 | $ 5,297 | $ 3,100 | $ 300 | |||
Repurchase of common stock (in dollars per share) | $ 9.14 | ||||||||
Repurchase of common stock (in shares) | 2,600,000 | ||||||||
Payment for repurchase of common stock | $ 0 | $ 23,508 | |||||||
General and administrative | |||||||||
2019 Equity Transactions [Abstract] | |||||||||
Additional stock-based compensation expense recorded | $ 4,117 | $ 3,470 | $ 15,936 | $ 5,297 | $ 29,000 | ||||
Series A Preferred Stock | |||||||||
2019 Equity Transactions [Abstract] | |||||||||
Cumulative dividends annual accrual rate | 4.00% | ||||||||
Series A Preferred Stock | PSG | |||||||||
2019 Equity Transactions [Abstract] | |||||||||
Conversion of Series A to Common (in shares) | 59,200,000 | ||||||||
Series A Preferred Stock | Eligible Employees | |||||||||
2019 Equity Transactions [Abstract] | |||||||||
Conversion of Series A to Common (in shares) | 2,100,000 | ||||||||
Deemed dividend distribution | $ 76,900 | ||||||||
Series B Preferred Stock | |||||||||
2020 Equity Transactions [Abstract] | |||||||||
Issuance costs | $ 100 | ||||||||
2019 Equity Transactions [Abstract] | |||||||||
Cumulative dividends annual accrual rate | 10.00% | ||||||||
Accumulated and undeclared Series B Preferred dividends | $ 86,000 | $ 18,300 | |||||||
Series B Preferred Stock | Minimum | |||||||||
2020 Equity Transactions [Abstract] | |||||||||
Issuance of Series B convertible preferred stock (in dollars per share) | $ 9.12 | ||||||||
Series B Preferred Stock | Maximum | |||||||||
2020 Equity Transactions [Abstract] | |||||||||
Issuance of Series B convertible preferred stock (in dollars per share) | $ 9.14 | ||||||||
Series B Preferred Stock | PSG and Silver Lake | |||||||||
2020 Equity Transactions [Abstract] | |||||||||
Issuance of Series B convertible preferred stock (in shares) | 5,800,000 | 5,800,000 | 10,600,000 | ||||||
Issuance of Series B convertible preferred stock (in dollars per share) | $ 9.12 | $ 9.12 | $ 9.12 | ||||||
Series B Preferred Stock | Silver Lake | |||||||||
2019 Equity Transactions [Abstract] | |||||||||
Conversion ratio of common stock to Series B preferred stock | 1 | ||||||||
Conversion of stock, shares issued (in shares) | 17,700,000 | ||||||||
Issuance of Series B convertible preferred stock, price (in dollars per share) | $ 9.14 | ||||||||
Series B Preferred Stock and Common Stock | |||||||||
2020 Equity Transactions [Abstract] | |||||||||
Issuance costs | $ 25,100 |
Equity - Summary (FY) (Details)
Equity - Summary (FY) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 06, 2021 | |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common Stock: [Abstract] | |||||
Authorized shares, beginning of period (in shares) | 175,000,000 | 90,000,000 | |||
Authorized shares, end of period (in shares) | 2,000,000,000 | 185,000,000 | 175,000,000 | ||
Shares outstanding, beginning of period (in shares) | 40,730,288 | 18,252,000 | |||
Common stock issued pursuant to business combinations (in shares) | 22,000 | 222,000 | 464,000 | ||
Common stock issued on exercise of stock options, net (in shares) | 12,000 | 84,000 | 270,000 | ||
Common stock issued pursuant to vesting of RSAs (in shares) | 2,037,000 | 975,000 | |||
Common stock issued upon conversion of preferred stock (in shares) | 0 | 61,343,000 | |||
Repurchase of common stock pursuant to Tender Offer (in shares) | 0 | (2,573,000) | |||
Conversion into preferred stock (in shares) | 0 | (38,000,000) | |||
Shares outstanding, end of period (in shares) | 195,356,459 | 43,073,327 | 40,730,288 | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Preferred Stock: [Abstract] | |||||
Authorized shares, end of period (in shares) | 50,000,000 | ||||
Convertible shares issued (in shares) | 5,831,000 | ||||
Shares outstanding, end of period (in shares) | 0 | ||||
Series A Preferred Stock | |||||
Preferred Stock: [Abstract] | |||||
Authorized shares, beginning of period (in shares) | 50,000,000 | 140,000,000 | |||
Authorized shares, end of period (in shares) | 50,000,000 | 50,000,000 | |||
Shares outstanding, beginning of period (in shares) | 44,958,000 | 106,301,000 | |||
Conversion of Preferred A to Common (in shares) | (44,958,000) | 0 | (61,343,000) | ||
Convertible shares issued (in shares) | 0 | ||||
Conversion from common stock (in shares) | 0 | ||||
Shares outstanding, end of period (in shares) | 44,958,000 | 44,958,000 | |||
Series B Preferred Stock | |||||
Preferred Stock: [Abstract] | |||||
Authorized shares, beginning of period (in shares) | 65,000,000 | 10,000,000 | |||
Authorized shares, end of period (in shares) | 75,000,000 | 65,000,000 | |||
Shares outstanding, beginning of period (in shares) | 55,759,000 | 0 | |||
Conversion of Preferred A to Common (in shares) | (72,226,000) | ||||
Convertible shares issued (in shares) | 16,467,000 | 17,759,000 | |||
Conversion from common stock (in shares) | 0 | 38,000,000 | |||
Shares outstanding, end of period (in shares) | 72,226,000 | 55,759,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 06, 2021 | Oct. 17, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 34,700,000 | |||||||||
Stock-based compensation expense | $ 4,745 | $ 3,470 | $ 16,849 | $ 5,297 | $ 3,100 | $ 300 | ||||
Time-based option and restricted stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Expiration period | 10 years | |||||||||
Time-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
Weighted-average grant date fair value of grants (in dollars per share) | $ 1.27 | $ 0.42 | ||||||||
Unrecognized compensation expense | $ 9,200 | |||||||||
Weighted-average period for stock options to be recognized | 1 year 2 months 12 days | |||||||||
Performance-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | 10 years | ||||||||
Weighted-average grant date fair value of grants (in dollars per share) | $ 1.29 | |||||||||
Stock-based compensation expense | $ 2,400 | $ 0 | ||||||||
Unrecognized compensation expense | 3,300 | |||||||||
Time vesting RSAs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | 4 years | ||||||||
Stock-based compensation expense | 600 | 600 | $ 700 | |||||||
Unrecognized compensation expense | $ 0 | |||||||||
Shares granted (in shares) | 0 | 0 | 3,900,000 | |||||||
Grant date value (in dollars per share) | $ 17 | $ 0 | $ 0 | $ 0.75 | ||||||
Value of shares granted | $ 9,100 | $ 2,900 | ||||||||
Funding RSAs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 9,700 | $ 2,500 | $ 7,000 | $ 0 | ||||||
Unrecognized compensation expense | $ 11,800 | |||||||||
Shares granted (in shares) | 0 | 0 | 1,600,000 | |||||||
Grant date value (in dollars per share) | $ 0 | $ 0 | ||||||||
Tranche one | Time-based option and restricted stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Tranche one | Time-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 1 year | |||||||||
Tranche one | Performance-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 50.00% | 50.00% | ||||||||
Initial public offering price for awards to vest (at least) (in dollars per share) | $ 27.41 | $ 27.4068 | ||||||||
Tranche one | Time vesting RSAs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 1 year | |||||||||
Tranche two | Time-based option and restricted stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Tranche two | Time-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Tranche two | Performance-based option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 50.00% | 50.00% | ||||||||
Initial public offering price for awards to vest (at least) (in dollars per share) | $ 36.54 | $ 36.5424 | ||||||||
Tranche two | Time vesting RSAs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 4,745 | $ 3,470 | $ 16,849 | $ 5,297 | $ 3,100 | $ 300 |
Cost of revenues | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 173 | 0 | 178 | 0 | ||
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 295 | 0 | 437 | 0 | ||
Product development | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 160 | 0 | 298 | 0 | ||
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 4,117 | $ 3,470 | $ 15,936 | $ 5,297 | $ 29,000 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assumptions [Abstract] | ||
Weighted-average risk-free interest rate | 1.65% | 2.13% |
Expected term in years | 6 years 1 month 6 days | 5 years 10 months 24 days |
Weighted-average expected volatility | 43.00% | 41.00% |
Expected dividends | 0.00% | 0.00% |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options [Roll Forward] | |||
Exercised (in shares) | (12,000) | (84,000) | (270,000) |
Time-based option | |||
Number of Options [Roll Forward] | |||
Outstanding at beginning of year (in shares) | 1,771 | 1,885 | |
Granted (in shares) | 10,174 | 428 | |
Exercised (in shares) | (112) | (270) | |
Forfeited (in shares) | (186) | (272) | |
Outstanding at end of year (in shares) | 11,647 | 1,771 | |
Exercisable at end of year (in shares) | 1,222 | ||
Weighted-Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of year (in dollars per share) | $ 3.53 | $ 3.30 | |
Granted (in dollars per share) | 9.14 | 4.43 | |
Exercised (in dollars per share) | 3.01 | 2.94 | |
Forfeited (in dollars per share) | 6.36 | 3.97 | |
Outstanding at end of year (in dollars per share) | 8.39 | $ 3.53 | |
Exercisable at end of year (in dollars per share) | $ 3.35 | ||
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract] | |||
Outstanding options, weighted-average remaining contractual term | 9 years 7 months 28 days | ||
Exercisable options, weighted-average remaining contractual term | 6 years 7 months 17 days | ||
Outstanding options, aggregate intrinsic value at beginning of year | $ 2,363 | $ 207 | |
Outstanding options, aggregate intrinsic value at end of year | 3,575 | $ 2,363 | |
Exercisable options, aggregate intrinsic value at end of year | $ 3,047 | ||
Performance-based option | |||
Number of Options [Roll Forward] | |||
Outstanding at beginning of year (in shares) | 80 | 80 | |
Granted (in shares) | 2,544 | 0 | |
Exercised (in shares) | 0 | 0 | |
Forfeited (in shares) | (30) | 0 | |
Outstanding at end of year (in shares) | 2,594 | 80 | |
Weighted-Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of year (in dollars per share) | $ 2.95 | $ 2.95 | |
Granted (in dollars per share) | 9.14 | 0 | |
Exercised (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 9.14 | 0 | |
Outstanding at end of year (in dollars per share) | $ 8.94 | $ 2.95 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - $ / shares | Jul. 06, 2021 | May 20, 2021 | May 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Time vesting RSAs | |||||||
Units [Roll Forward] | |||||||
Unvested at beginning of year (in shares) | 832 | 1,807 | |||||
Granted (in shares) | 0 | 0 | 3,900,000 | ||||
Vested (in shares) | (832) | (975) | |||||
Unvested at end of year (in shares) | 0 | 832 | 1,807 | ||||
Weighted-Average Grant Date Fair Value [Abstract] | |||||||
Unvested at beginning of year (in dollars per share) | $ 0.75 | $ 0.75 | |||||
Granted (in dollars per share) | $ 17 | 0 | 0 | $ 0.75 | |||
Vested (in dollars per share) | 0.75 | 0.75 | |||||
Unvested at end of year (in dollars per share) | $ 0 | $ 0.75 | $ 0.75 | ||||
Funding RSAs | |||||||
Units [Roll Forward] | |||||||
Unvested at beginning of year (in shares) | 3,233 | 3,233 | |||||
Granted (in shares) | 0 | 0 | 1,600,000 | ||||
Vested (in shares) | (18,000) | (600,000) | (1,205) | 0 | |||
Unvested at end of year (in shares) | 2,028 | 3,233 | 3,233 | ||||
Weighted-Average Grant Date Fair Value [Abstract] | |||||||
Unvested at beginning of year (in dollars per share) | $ 4.86 | $ 0 | |||||
Granted (in dollars per share) | 0 | 0 | |||||
Vested (in dollars per share) | $ 17 | 5.81 | 0 | ||||
Unvested at end of year (in dollars per share) | $ 5.81 | $ 4.86 | $ 0 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||||||
Net loss | $ (36,906) | $ (24,334) | $ (15,995) | $ (5,444) | $ (13,685) | $ (19,902) | $ (77,235) | $ (39,031) | $ (59,954) | $ (93,745) |
Undeclared Series A dividends | 0 | (4,532) | ||||||||
Accretion of Series B to redemption value | 0 | (13,686) | (15,105) | (39,896) | (67,811) | (42,126) | ||||
Deemed dividend - non-employee sale of shares to the Company | 0 | (3,393) | ||||||||
Deemed dividend - Series A and B stock exchange | 0 | (239,285) | ||||||||
Net loss attributable to common stockholders, basic | (36,906) | (19,130) | (92,340) | (78,927) | (127,765) | (383,081) | ||||
Net loss attributable to common stockholders, diluted | $ (36,906) | $ (19,130) | $ (92,340) | $ (78,927) | $ (127,765) | $ (383,081) | ||||
Denominator | ||||||||||
Denominator for basic EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Denominator for diluted EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) |
Net Loss Per Share Attributab_6
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (FY) (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 16,967,629 | 120,781,392 | 133,451,897 | 106,632,269 |
Outstanding options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 16,967,629 | 14,234,009 | 16,268,357 | 5,915,926 |
Outstanding convertible preferred stock (Series A and B) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 0 | 106,547,383 | 117,183,540 | 100,716,343 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Financial Assets and Liabilities at Fair Value On a Recurring Basis (FY) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liability | |||
Contingent consideration | $ 673 | $ 2,911 | $ 1,811 |
Level 1 | |||
Liability | |||
Contingent consideration | 0 | 0 | 0 |
Level 2 | |||
Liability | |||
Contingent consideration | 0 | 0 | 0 |
Level 3 | |||
Liability | |||
Contingent consideration | $ 673 | $ 2,911 | $ 1,811 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value (FY) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Amounts settled through payment | $ (1,346) | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustments | (900) | $ (500) |
Level 3 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening balance | 2,911 | 1,811 |
Additions to contingent consideration | 3,471 | |
Fair value adjustments | (892) | (455) |
Amounts settled through payment | (1,916) | |
Ending balance | $ 673 | $ 2,911 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Narrative (FY) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value adjustments | $ 0.9 | $ 0.5 |
Retirement Plan (FY) (Details)
Retirement Plan (FY) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Discretionary employer contributions, percentage of employee contribution | 25.00% | |
Discretionary employer contributions made | $ 1 | $ 0 |
Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Discretionary employer contributions, percentage | 8.00% |
Income Taxes, Net Loss Before I
Income Taxes, Net Loss Before Income Tax Benefit (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
United States | $ (55,664) | $ (103,998) | ||||
International | (7,920) | (5,779) | ||||
Net loss before income tax benefit | $ (37,928) | $ (6,018) | $ (81,417) | $ (41,779) | $ (63,584) | $ (109,777) |
Income Taxes, Federal and State
Income Taxes, Federal and State Income Tax Benefit (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current [Abstract] | ||||||
Federal | $ 0 | $ 0 | ||||
State | 369 | (71) | ||||
Foreign | 315 | 10 | ||||
Total current | 684 | (61) | ||||
Deferred [Abstract] | ||||||
Federal | (8,993) | (15,065) | ||||
State | (2,104) | (4,125) | ||||
Change in valuation allowance - US | 8,392 | 2,368 | ||||
Change in valuation allowance - Foreign | 269 | 2,302 | ||||
Foreign | (1,878) | (1,451) | ||||
Total deferred | (4,314) | (15,971) | ||||
Income tax benefit | $ (1,022) | $ (574) | $ (4,182) | $ (2,748) | $ (3,630) | $ (16,032) |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets [Abstract] | ||
Accounts receivable reserve | $ 224 | $ 100 |
Net operating losses | 29,230 | 26,207 |
163(j) interest limitation | 11,894 | 12,583 |
Property and equipment depreciation | 1,301 | 1,202 |
Tax credits | 371 | 334 |
Accrued expenses | 213 | 118 |
Stock compensation | 840 | 83 |
Accrued payroll | 2,870 | 7 |
Sales tax reserve | 1,469 | 914 |
Deferred rent | 2,100 | 1,519 |
Deferred revenue | 362 | 97 |
Unrealized foreign exchange | 37 | 35 |
Below market leases | 120 | 0 |
SRED expenditures | 51 | 0 |
Other | 5 | 1 |
Total deferred tax assets | 51,087 | 43,200 |
Less: valuation allowance | (16,539) | (7,878) |
Net deferred tax assets | 34,548 | 35,322 |
Deferred Tax Liabilities [Abstract] | ||
Intangible assets | (36,963) | (35,568) |
Property and equipment depreciation | (5,928) | (3,867) |
Unrealized foreign exchange | (33) | 0 |
Capitalized expenses | (1,804) | (1,192) |
Total deferred tax liabilities | (44,728) | (40,627) |
Net deferred tax liabilities | $ (10,180) | $ (5,305) |
Income Taxes, Federal and Sta_2
Income Taxes, Federal and State Net Operating Loss and Tax Credits (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Federal (Post December 31, 2017) [Member] | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses | $ 9,595 |
Federal (Pre January 1, 2018) [Member] | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses | $ 12,096 |
Federal (Pre January 1, 2018) [Member] | Minimum | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses, Expiration Year | Dec. 31, 2028 |
Federal (Pre January 1, 2018) [Member] | Maximum | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses, Expiration Year | Dec. 31, 2037 |
Federal [Member] | |
Tax Credit Carryforward [Abstract] | |
Tax credits | $ 225 |
Tax credit, Expiration Year | Dec. 31, 2037 |
State [Member] | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses | $ 4,764 |
Foreign [Member] | |
Operating Loss Carryforwards [Abstract] | |
Net operating losses | $ 2,775 |
Net operating losses, Expiration Year | Dec. 31, 2035 |
Tax Credit Carryforward [Abstract] | |
Tax credits | $ 146 |
Income Taxes, Valuation Allowan
Income Taxes, Valuation Allowance on Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Abstract] | ||
Balance at beginning of period | $ 7,878 | |
Additions to valuation allowance | 8,661 | $ 4,670 |
Balance at end of period | $ 16,539 | $ 7,878 |
Income Taxes, Income Tax Benefi
Income Taxes, Income Tax Benefit Differs from Expected Tax Provision (Benefit) (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Benefit for income taxes at U.S. statutory rate, Amount | $ (13,353) | $ (23,053) | ||||
State income benefit, net of federal benefit, Amount | (1,694) | (2,100) | ||||
Stock compensation, Amount | 1,579 | 6,155 | ||||
Nondeductible transaction costs, Amount | 480 | 104 | ||||
Change in deferred state tax rate, Amount | 552 | (1,384) | ||||
Foreign rate differential, Amount | (268) | (284) | ||||
Change in valuation allowance, Amount | 8,661 | 4,670 | ||||
Tax credits, Amount | (55) | (136) | ||||
Other, Amount | 468 | (4) | ||||
Income tax benefit | $ (1,022) | $ (574) | $ (4,182) | $ (2,748) | $ (3,630) | $ (16,032) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Benefit for income taxes at U.S. statutory rate, Percent | 21.00% | 21.00% | ||||
State income benefit, net of federal benefit, Percent | 2.66% | 1.91% | ||||
Stock compensation, Percent | (2.48%) | (5.61%) | ||||
Nondeductible transaction costs, Percent | (0.76%) | (0.09%) | ||||
Change in deferred state tax rate, Percent | (0.87%) | 1.26% | ||||
Foreign rate differential, Percent | 0.42% | 0.26% | ||||
Change in valuation allowance, Percent | (13.62%) | (4.25%) | ||||
Tax credits, Percent | 0.09% | 0.12% | ||||
Other, Percent | (0.75%) | 0.07% | ||||
Income tax benefit, Percent | 2.70% | 9.50% | 5.10% | 6.60% | 5.69% | 14.67% |
Income Taxes, Narrative (Detail
Income Taxes, Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Abstract] | ||
Number of years open to audit from assessment of return | 4 years | |
Unrecognized benefits related to uncertain tax positions | $ 0 | $ 0 |
Interest and penalties related to uncertain tax positions | 0 | 0 |
Valuation allowance | 16,539 | $ 7,878 |
Tax expense related to tax holiday | 400 | |
Deferred payment of payroll taxes | 3,500 | |
Deferred payroll taxes payable, current | 1,750 | |
Plan [Member] | ||
Valuation Allowance [Abstract] | ||
Reduction of income tax expense due to reversal of valuation allowance | (13,300) | |
Increase in equity due to reversal of valuation allowance | $ 3,200 |
Commitment and Contingencies -
Commitment and Contingencies - Future Minimum Payments (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 7,594 | $ 8,039 |
2022 | 6,595 | 7,017 |
2023 | 4,965 | 6,328 |
2024 | 4,729 | 4,903 |
2025 | 4,366 | |
Thereafter | 17,256 | 16,737 |
Total future minimum payments due | $ 43,178 | $ 47,390 |
Commitment and Contingencies _4
Commitment and Contingencies - Narrative (FY) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Rent expense | $ 2.5 | $ 1.7 | $ 7.1 | $ 6.8 | $ 8.9 | $ 6.9 |
Sales and use tax liability | $ 10 | $ 10 | $ 8.3 | $ 4.3 |
Related Parties (FY) (Details)
Related Parties (FY) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)PromissorynoteFormerOwners | Dec. 31, 2019USD ($) | Apr. 02, 2020FormerOwners | |
Related Parties [Abstract] | |||
Number of promissory notes issued to former owners of acquired businesses | Promissorynote | 2 | ||
Number of former owners of acquired businesses to whom promissory notes were issued | FormerOwners | 2 | ||
Number of former owners no longer an employee | FormerOwners | 1 | ||
Related party expenses for various leases or subleases with employees | $ | $ 0 | $ 0 | |
Related party payable to employees | $ | $ 0 | $ 0 |
Geographic Areas (FY) (Details)
Geographic Areas (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
United States | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived assets | $ 34,053 | $ 28,077 | $ 20,827 |
International | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived assets | $ 2,719 | $ 2,697 | $ 738 |
Subsequent Events (FY) (Details
Subsequent Events (FY) (Details) - USD ($) | Mar. 17, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||
Received proceeds | $ 496,466,000 | $ 143,884,000 | $ 314,668,000 | $ 688,391,000 | ||||||
Delayed draw term loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received proceeds | $ 0 | 69,200,000 | $ 264,700,000 | $ 39,200,000 | ||||||
Briostack LLC | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial purchase price | $ 35,200,000 | 35,167,000 | ||||||||
PulseM | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial purchase price | $ 34,500,000 | $ 34,484,000 | ||||||||
Subsequent Event | Delayed draw term loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Received proceeds | $ 72,100,000 | |||||||||
Subsequent Event | Briostack LLC | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial purchase price | $ 35,000,000 | |||||||||
Subsequent Event | PulseM | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial purchase price | $ 34,500,000 |
Nature of the Business (Q3) (De
Nature of the Business (Q3) (Details) | Sep. 30, 2021customercore_vertical | Dec. 31, 2020Customercore_vertical |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of customers (over) | 500,000 | 500,000 |
Number of core verticals | 3 | 3 |
Acquisitions - Narrative (Q3) (
Acquisitions - Narrative (Q3) (Details) $ in Thousands | Jul. 08, 2021USD ($) | Mar. 17, 2021USD ($) | Jan. 19, 2021USD ($)shares | Dec. 16, 2020USD ($)shares | Nov. 18, 2020USD ($) | Oct. 17, 2020USD ($) | Oct. 16, 2020USD ($) | Aug. 21, 2020USD ($)shares | Apr. 17, 2020USD ($) | Jan. 24, 2020USD ($) | Jan. 16, 2020USD ($)shares | Jan. 06, 2020USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)business | Sep. 30, 2020USD ($)business | Dec. 31, 2020USD ($)business | Dec. 31, 2019USD ($)business |
Business Acquisition [Line Items] | |||||||||||||||||||
Number of businesses acquired | business | 4 | 5 | 9 | 13 | |||||||||||||||
Acquisition related costs | $ 4,100 | $ 6,800 | $ 5,700 | $ 15,500 | $ 14,100 | ||||||||||||||
Total revenue needed for earnout to be paid | 6,600 | 5,000 | |||||||||||||||||
Fair value of earnout | $ 2,500 | ||||||||||||||||||
Earnout paid | 2,000 | ||||||||||||||||||
Decrease in earnout liability | 500 | ||||||||||||||||||
Goodwill expected to be deductible for income tax | 167,100 | ||||||||||||||||||
Interest expense | $ 6,900 | 3,800 | 21,700 | 11,500 | 30,600 | ||||||||||||||
Transaction costs removed | $ 4,100 | 900 | 6,800 | 5,700 | 15,500 | 14,100 | |||||||||||||
Additional amortization expense | $ 4,200 | 1,800 | $ 14,400 | 8,900 | 28,000 | ||||||||||||||
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 | $ 34,500 | 34,484 | |||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||
MDTech | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Percentage of interest acquired | 100.00% | ||||||||||||||||||
Purchase price | $ 15,900 | 15,855 | |||||||||||||||||
Rollover equity | 0 | ||||||||||||||||||
Timely | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Percentage of interest acquired | 100.00% | ||||||||||||||||||
Purchase price | $ 99,700 | 99,748 | |||||||||||||||||
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 | ||||||||||||||||||
Fair value of earnout | $ 2,500 | ||||||||||||||||||
Earnout paid | 2,000 | ||||||||||||||||||
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 | 2,700 | ||||||||||||||||||
Fair value of earnout | $ 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 | |||||||||||||||||
Goodwill expected to be deductible for income tax | $ 167,100 |
Acquisitions - Consideration _2
Acquisitions - Consideration Transferred and Net Assets Acquired (Q3) (Details) - USD ($) $ in Thousands | 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 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Net assets acquired: | ||||||||||||||||
Goodwill | $ 796,218 | $ 668,151 | $ 426,568 | $ 267,668 | ||||||||||||
Deferred tax asset | 1,866 | |||||||||||||||
2021 Acquisitions | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash | 184,528 | |||||||||||||||
Rollover equity | 726 | |||||||||||||||
Total consideration | 185,254 | |||||||||||||||
Net assets acquired: | ||||||||||||||||
Cash and cash equivalents | 1,287 | |||||||||||||||
Accounts receivable, trade | 621 | |||||||||||||||
Other receivables | 515 | |||||||||||||||
Prepaid expenses and other current assets | 247 | |||||||||||||||
Property and equipment | 261 | |||||||||||||||
Other non-current assets | 199 | |||||||||||||||
Goodwill | 130,292 | |||||||||||||||
Accounts payable | (407) | |||||||||||||||
Other current liabilities | (698) | |||||||||||||||
Accrued expenses and other | (1,433) | |||||||||||||||
Deferred tax liability | (13,837) | |||||||||||||||
Deferred revenue | (399) | |||||||||||||||
Total net assets acquired | 185,254 | |||||||||||||||
2021 Acquisitions | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 12,394 | |||||||||||||||
2021 Acquisitions | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 51,976 | |||||||||||||||
2021 Acquisitions | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2,264 | |||||||||||||||
2021 Acquisitions | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 106 | |||||||||||||||
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 | 221 | |||||||||||||||
Prepaid expenses and other current assets | 53 | |||||||||||||||
Property and equipment | 22 | |||||||||||||||
Other non-current assets | 144 | |||||||||||||||
Goodwill | 28,262 | |||||||||||||||
Deferred tax asset | 1 | |||||||||||||||
Accounts payable | (20) | |||||||||||||||
Other current liabilities | (28) | |||||||||||||||
Accrued expenses and other | (206) | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (28) | |||||||||||||||
Total net assets acquired | 35,167 | |||||||||||||||
Briostack | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,360 | |||||||||||||||
Briostack | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 4,800 | |||||||||||||||
Briostack | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 390 | |||||||||||||||
Briostack | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 23 | |||||||||||||||
PulseM | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash | 34,484 | |||||||||||||||
Rollover equity | 0 | |||||||||||||||
Total consideration | $ 34,500 | 34,484 | ||||||||||||||
Net assets acquired: | ||||||||||||||||
Cash and cash equivalents | 0 | |||||||||||||||
Accounts receivable, trade | 0 | |||||||||||||||
Other receivables | 151 | |||||||||||||||
Prepaid expenses and other current assets | 32 | |||||||||||||||
Property and equipment | 4 | |||||||||||||||
Other non-current assets | 3 | |||||||||||||||
Goodwill | 22,920 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | (113) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (99) | |||||||||||||||
Deferred tax liability | (3,538) | |||||||||||||||
Deferred revenue | (36) | |||||||||||||||
Total net assets acquired | 34,484 | |||||||||||||||
PulseM | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2,380 | |||||||||||||||
PulseM | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 12,510 | |||||||||||||||
PulseM | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 260 | |||||||||||||||
PulseM | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 10 | |||||||||||||||
MDTech | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash | 15,855 | |||||||||||||||
Rollover equity | 0 | |||||||||||||||
Total consideration | $ 15,900 | 15,855 | ||||||||||||||
Net assets acquired: | ||||||||||||||||
Cash and cash equivalents | 101 | |||||||||||||||
Accounts receivable, trade | 175 | |||||||||||||||
Other receivables | 48 | |||||||||||||||
Prepaid expenses and other current assets | 34 | |||||||||||||||
Property and equipment | 16 | |||||||||||||||
Other non-current assets | 0 | |||||||||||||||
Goodwill | 8,043 | |||||||||||||||
Deferred tax asset | 2 | |||||||||||||||
Accounts payable | (44) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (157) | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (43) | |||||||||||||||
Total net assets acquired | 15,855 | |||||||||||||||
MDTech | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,640 | |||||||||||||||
MDTech | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 5,830 | |||||||||||||||
MDTech | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 200 | |||||||||||||||
MDTech | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 10 | |||||||||||||||
Timely | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash | 99,748 | |||||||||||||||
Rollover equity | 0 | |||||||||||||||
Total consideration | $ 99,700 | 99,748 | ||||||||||||||
Net assets acquired: | ||||||||||||||||
Cash and cash equivalents | 1,169 | |||||||||||||||
Accounts receivable, trade | 290 | |||||||||||||||
Other receivables | 95 | |||||||||||||||
Prepaid expenses and other current assets | 128 | |||||||||||||||
Property and equipment | 219 | |||||||||||||||
Other non-current assets | 52 | |||||||||||||||
Goodwill | 71,067 | |||||||||||||||
Deferred tax asset | 1,863 | |||||||||||||||
Accounts payable | (230) | |||||||||||||||
Other current liabilities | (670) | |||||||||||||||
Accrued expenses and other | (971) | |||||||||||||||
Deferred tax liability | (10,299) | |||||||||||||||
Deferred revenue | (292) | |||||||||||||||
Total net assets acquired | 99,748 | |||||||||||||||
Timely | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 7,014 | |||||||||||||||
Timely | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 28,836 | |||||||||||||||
Timely | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,414 | |||||||||||||||
Timely | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | $ 63 | |||||||||||||||
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 | |||||||||||||||
Intercompany (receivable) | 27 | |||||||||||||||
Goodwill | 240,755 | |||||||||||||||
Deferred tax asset | 235 | |||||||||||||||
Accounts payable | (3,926) | |||||||||||||||
Other current liabilities | (98) | |||||||||||||||
Accrued expenses and other | (4,468) | |||||||||||||||
Customer deposits | (1,314) | |||||||||||||||
Deferred tax liability | (9,344) | |||||||||||||||
Deferred revenue | (1,307) | |||||||||||||||
Intercompany (payable) | (27) | |||||||||||||||
Total net assets acquired | 415,269 | |||||||||||||||
2020 Acquisitions | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 20,557 | |||||||||||||||
2020 Acquisitions | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 145,820 | |||||||||||||||
2020 Acquisitions | Trade name | ||||||||||||||||
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 | 0 | |||||||||||||||
Accounts payable | (1,564) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (291) | |||||||||||||||
Customer deposits | (85) | |||||||||||||||
Deferred tax liability | (251) | |||||||||||||||
Deferred revenue | 0 | |||||||||||||||
Total net assets acquired | 28,364 | |||||||||||||||
Remodeling | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,480 | |||||||||||||||
Remodeling | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 11,380 | |||||||||||||||
Remodeling | Trade name | ||||||||||||||||
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 | 177 | |||||||||||||||
Accounts payable | (148) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (565) | |||||||||||||||
Customer deposits | 0 | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (184) | |||||||||||||||
Total net assets acquired | 22,183 | |||||||||||||||
Qiigo | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2,120 | |||||||||||||||
Qiigo | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 11,110 | |||||||||||||||
Qiigo | Trade name | ||||||||||||||||
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 | 0 | |||||||||||||||
Accounts payable | 0 | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (24) | |||||||||||||||
Customer deposits | 0 | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (53) | |||||||||||||||
Total net assets acquired | 21,853 | |||||||||||||||
AlertMD | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2,030 | |||||||||||||||
AlertMD | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 13,490 | |||||||||||||||
AlertMD | Trade name | ||||||||||||||||
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 | 0 | |||||||||||||||
Accounts payable | (498) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (412) | |||||||||||||||
Customer deposits | (1,229) | |||||||||||||||
Deferred tax liability | (5,360) | |||||||||||||||
Deferred revenue | (16) | |||||||||||||||
Total net assets acquired | 32,507 | |||||||||||||||
Invoice Simple | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,530 | |||||||||||||||
Invoice Simple | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 17,970 | |||||||||||||||
Invoice Simple | Trade name | ||||||||||||||||
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 | |||||||||||||||
Contract assets | 0 | |||||||||||||||
Prepaid expenses and other current assets | 48 | |||||||||||||||
Property and equipment | 26 | |||||||||||||||
Other non-current assets | 9 | |||||||||||||||
Intercompany (receivable) | 0 | |||||||||||||||
Goodwill | 12,090 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | (61) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (210) | |||||||||||||||
Deferred tax liability | (1,734) | |||||||||||||||
Deferred revenue | (100) | |||||||||||||||
Intercompany (payable) | 0 | |||||||||||||||
Total net assets acquired | 17,477 | |||||||||||||||
Brighter Vision | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 760 | |||||||||||||||
Brighter Vision | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 6,150 | |||||||||||||||
Brighter Vision | Trade name | ||||||||||||||||
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 | |||||||||||||||
Contract assets | 0 | |||||||||||||||
Prepaid expenses and other current assets | 23 | |||||||||||||||
Property and equipment | 36 | |||||||||||||||
Other non-current assets | 0 | |||||||||||||||
Intercompany (receivable) | 0 | |||||||||||||||
Goodwill | 3,326 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | (79) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (450) | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (29) | |||||||||||||||
Intercompany (payable) | 0 | |||||||||||||||
Total net assets acquired | 15,670 | |||||||||||||||
Socius | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,350 | |||||||||||||||
Socius | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 9,900 | |||||||||||||||
Socius | Trade name | ||||||||||||||||
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 | |||||||||||||||
Contract assets | 0 | |||||||||||||||
Prepaid expenses and other current assets | 192 | |||||||||||||||
Property and equipment | 139 | |||||||||||||||
Other non-current assets | 180 | |||||||||||||||
Intercompany (receivable) | 0 | |||||||||||||||
Goodwill | 93,717 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | (215) | |||||||||||||||
Other current liabilities | (57) | |||||||||||||||
Accrued expenses and other | (872) | |||||||||||||||
Deferred tax liability | (1,713) | |||||||||||||||
Deferred revenue | (322) | |||||||||||||||
Intercompany (payable) | 0 | |||||||||||||||
Total net assets acquired | 122,333 | |||||||||||||||
Service Fusion | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2,820 | |||||||||||||||
Service Fusion | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 25,680 | |||||||||||||||
Service Fusion | Trade name | ||||||||||||||||
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 | |||||||||||||||
Contract assets | 0 | |||||||||||||||
Prepaid expenses and other current assets | 45 | |||||||||||||||
Property and equipment | 209 | |||||||||||||||
Other non-current assets | 19 | |||||||||||||||
Intercompany (receivable) | 27 | |||||||||||||||
Goodwill | 9,110 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | (209) | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | (162) | |||||||||||||||
Deferred tax liability | (286) | |||||||||||||||
Deferred revenue | (81) | |||||||||||||||
Intercompany (payable) | (27) | |||||||||||||||
Total net assets acquired | 11,697 | |||||||||||||||
My PT Hub | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 586 | |||||||||||||||
My PT Hub | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 1,918 | |||||||||||||||
My PT Hub | Trade name | ||||||||||||||||
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 | |||||||||||||||
Intercompany (receivable) | 0 | |||||||||||||||
Goodwill | 78,259 | |||||||||||||||
Deferred tax asset | 58 | |||||||||||||||
Accounts payable | (1,152) | |||||||||||||||
Other current liabilities | (41) | |||||||||||||||
Accrued expenses and other | (1,482) | |||||||||||||||
Customer deposits | 0 | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | (522) | |||||||||||||||
Intercompany (payable) | 0 | |||||||||||||||
Total net assets acquired | 143,100 | |||||||||||||||
Updox | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 7,870 | |||||||||||||||
Updox | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 48,150 | |||||||||||||||
Updox | Trade name | ||||||||||||||||
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 | |||||||||||||||
Intercompany (receivable) | 0 | |||||||||||||||
Goodwill | 0 | |||||||||||||||
Deferred tax asset | 0 | |||||||||||||||
Accounts payable | 0 | |||||||||||||||
Other current liabilities | 0 | |||||||||||||||
Accrued expenses and other | 0 | |||||||||||||||
Customer deposits | 0 | |||||||||||||||
Deferred tax liability | 0 | |||||||||||||||
Deferred revenue | 0 | |||||||||||||||
Intercompany (payable) | 0 | |||||||||||||||
Total net assets acquired | 85 | |||||||||||||||
Other | Developed technology | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 11 | |||||||||||||||
Other | Customer relationships | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 72 | |||||||||||||||
Other | Trade name | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | 2 | |||||||||||||||
Other | Non-compete agreements | ||||||||||||||||
Net assets acquired: | ||||||||||||||||
Intangible | $ 0 |
Acquisitions - Pro Forma (Q3) (
Acquisitions - Pro Forma (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | ||||||
Total revenue | $ 129,358 | $ 107,830 | $ 366,186 | $ 303,762 | $ 389,478 | $ 365,006 |
Net loss | (32,775) | (13,969) | (78,846) | (67,884) | (69,313) | (127,982) |
Adjustments to net loss (see Note 12) | 0 | (13,686) | (15,105) | (39,896) | (67,811) | (42,126) |
Net loss attributable to common stockholders | $ (32,775) | $ (27,655) | $ (93,951) | $ (107,780) | $ (137,124) | $ (417,318) |
Net loss per share attributable to common stockholders: | ||||||
Basic (in dollars per share) | $ (0.17) | $ (0.66) | $ (1.03) | $ (2.60) | $ (3.29) | $ (15.40) |
Diluted (in dollars per share) | $ (0.17) | $ (0.66) | $ (1.03) | $ (2.60) | $ (3.29) | $ (15.40) |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 128,534 | $ 89,151 | $ 354,490 | $ 245,521 | $ 337,525 | $ 242,142 |
United States | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 118,721 | 82,368 | 325,179 | 227,152 | 310,472 | 230,560 |
International | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 9,813 | 6,783 | 29,311 | 18,369 | 27,053 | 11,582 |
Point in time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | 13,743 | 12,953 | 37,324 | 34,891 | 45,589 | 21,968 |
Over time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenues | $ 114,791 | $ 76,198 | $ 317,166 | $ 210,630 | $ 291,936 | $ 220,174 |
Revenue - Contract Balances (Q3
Revenue - Contract Balances (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivables | $ 31,699 | $ 24,966 | $ 17,447 |
Contract assets | 13,595 | 9,838 | 8,421 |
Deferred revenue | 21,677 | 13,621 | 11,646 |
Customer deposits | 8,384 | 8,247 | 3,430 |
Long-term deferred revenue | $ 2,511 | $ 2,297 | $ 2,211 |
Revenue - Narrative (Q3) (Detai
Revenue - Narrative (Q3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||||
Revenue recognized | $ 12.4 | $ 11.6 | ||||
Cost to obtain contracts amortization period | 5 years | 5 years | 5 years | |||
Short-term assets | $ 4.2 | $ 4.2 | $ 2.7 | $ 1.6 | ||
Long-term assets | 10.7 | 10.7 | 7.2 | 4 | ||
Amortization expense | $ 1 | $ 0.5 | $ 2.7 | $ 1.5 | $ 2.3 | $ 0.8 |
Revenue - Remaining Performan_2
Revenue - Remaining Performance Obligations (Q3) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 15.9 | $ 13.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 43.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 45.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 26.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 28.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
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 | 26.00% | |
Remaining performance obligation, expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 24.00% | |
Remaining performance obligation, expected timing of satisfaction | 2 years | |
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 | ||
Remaining performance obligation, expected timing of satisfaction | 2 years |
Goodwill (Q3) (Details)
Goodwill (Q3) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Goodwill [Roll Forward] | ||||
Beginning balance | $ 668,151 | $ 426,568 | $ 267,668 | |
Acquired goodwill | 130,292 | |||
Measurement period adjustments | 293 | [1] | 240,755 | 158,410 |
Effect of foreign currency exchange rate changes | (2,518) | 828 | 490 | |
Ending balance | 796,218 | 668,151 | $ 426,568 | |
2020 Acquisitions | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 240,755 | |||
Measurement period adjustments | $ 300 | |||
Ending balance | $ 240,755 | |||
[1] | The $0.3 million of measurement period adjustments relate to acquisitions consummated during the year ended December 31, 2020 |
Intangible Assets - Summary (Q3
Intangible Assets - Summary (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 688,834 | $ 623,148 | $ 448,923 | |
Accumulated Amortization | 220,986 | 152,419 | 81,813 | |
Net Book Value | 467,848 | 470,729 | 367,110 | |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | 553,755 | 502,614 | 356,253 | |
Accumulated Amortization | 168,013 | 113,934 | 58,008 | |
Net Book Value | $ 385,742 | $ 388,680 | $ 298,245 | |
Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 5 years |
Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 20 years | 20 years | 20 years | 19 years |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 97,707 | $ 85,510 | $ 64,846 | |
Accumulated Amortization | 38,192 | 27,311 | 16,614 | |
Net Book Value | $ 59,515 | $ 58,199 | $ 48,232 | |
Developed technology | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 2 years | 2 years | 2 years | 2 years |
Developed technology | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 12 years | 12 years | 12 years | 10 years |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 34,973 | $ 32,729 | $ 26,033 | |
Accumulated Amortization | 13,353 | 10,151 | 6,624 | |
Net Book Value | $ 21,620 | $ 22,578 | $ 19,409 | |
Trade name | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 3 years |
Trade name | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 10 years | 10 years | 10 years | 7 years |
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 2,399 | $ 2,295 | $ 1,791 | |
Accumulated Amortization | 1,428 | 1,023 | 567 | |
Net Book Value | $ 971 | $ 1,272 | $ 1,224 | |
Non-compete agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | 3 years | 2 years 6 months |
Non-compete agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 5 years | 5 years | 5 years | 5 years |
Intangible Assets - Narrative_2
Intangible Assets - Narrative (Q3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization | $ 24.2 | $ 17.8 | $ 68.7 | $ 51.3 | $ 70.6 | $ 49.9 |
Property and Equipment - Summ_2
Property and Equipment - Summary (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 23,222 | $ 21,069 | $ 14,088 |
Less accumulated depreciation | (9,142) | (6,364) | (2,388) |
Property and equipment, net | 14,080 | 14,705 | 11,700 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,259 | 5,455 | 3,103 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,926 | 3,728 | 2,524 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 12,037 | $ 11,886 | $ 8,461 |
Property and Equipment - Narr_2
Property and Equipment - Narrative (Q3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 1 | $ 0.8 | $ 2.8 | $ 2.3 | $ 4 | $ 1.7 |
Capitalized Software - Summar_2
Capitalized Software - Summary (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Research and Development [Abstract] | |||
Capitalized software | $ 29,397 | $ 20,339 | $ 11,752 |
Less: accumulated amortization | (6,705) | (4,270) | (1,887) |
Capitalized software, net | $ 22,692 | $ 16,069 | $ 9,865 |
Capitalized Software - Narrat_2
Capitalized Software - Narrative (Q3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||||||
Amortization | $ 0.9 | $ 0.6 | $ 2.4 | $ 1.7 | $ 2.4 | $ 1.2 |
Long-Term Debt - Summary of D_2
Long-Term Debt - Summary of Debt (Q3) (Details) - USD ($) | Jan. 01, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Principal debt | $ 390,413,000 | $ 726,088,000 | $ 457,897,000 | |
Deferred financing costs on long-term debt | (3,558,000) | (1,054,000) | (970,000) | |
Discount on long-term debt | (1,787,000) | (26,702,000) | (18,164,000) | |
Total debt | 385,068,000 | 698,332,000 | 438,763,000 | |
Less current maturities | 6,279,000 | 7,294,000 | 4,632,000 | |
Long-term portion | 378,789,000 | 691,038,000 | 434,131,000 | |
Term loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 409,800,000 | |||
Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | |||
New Term Loan | Term loan | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 350,000,000 | 0 | ||
Principal payment as a percentage of original principal balance | 0.25% | |||
New Term Loan | Base Rate Or London Interbank Offered Rate (LIBOR) | Term loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.25% | |||
Effective interest rate | 3.75% | |||
New Revolver | Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 35,000,000 | 0 | ||
Basis spread | 3.25% | |||
Effective interest rate | 3.33% | |||
Term Notes | Term loan | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 720,964,000 | $ 453,065,000 | ||
Effective interest rate | 5.65% | 7.30% | ||
Principal payment as a percentage of original principal balance | 0.25% | 0.25% | ||
Term Notes | Base Rate Or London Interbank Offered Rate (LIBOR) | Term loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 4.50% | |||
Term notes | Term Notes | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 0 | $ 720,964,000 | ||
Effective interest rate | 5.65% | |||
Principal payment as a percentage of original principal balance | 0.25% | |||
Term notes | Term Notes | Base Rate Or London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 5.50% | |||
Asset purchase agreement | Asset purchase agreement | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 0 | $ 15,000 | $ 105,000 | |
Effective interest rate | 10.00% | 10.00% | ||
Interest rate | 0.00% | 0.00% | ||
Subordinated unsecured promissory note | Subordinated Unsecured Promissory Note, Service Nation, Inc | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 2,805,000 | $ 2,633,000 | $ 2,419,000 | |
Interest rate | 8.50% | 8.50% | ||
Subordinated unsecured promissory note | Subordinated Unsecured Promissory Note, Technique Fitness, Inc | ||||
Debt Instrument [Line Items] | ||||
Principal debt | $ 2,608,000 | $ 2,476,000 | $ 2,308,000 | |
Interest rate | 7.00% | 7.00% |
Long-Term Debt - Narrative (Q3)
Long-Term Debt - Narrative (Q3) (Details) - USD ($) | Jul. 06, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Proceeds from debt | $ 496,466,000 | $ 143,884,000 | $ 314,668,000 | $ 688,391,000 | ||||
Discount | 9,000,000 | |||||||
Amount outstanding | $ 385,068,000 | 385,068,000 | 698,332,000 | 438,763,000 | ||||
Debt repaid | 837,082,000 | 54,048,000 | 55,891,000 | 2,563,000 | ||||
Loss on extinguishment of debt | 28,714,000 | $ 0 | 28,714,000 | 0 | 0 | 15,518,000 | ||
Paid-in-kind interest on long-term debt | 305,000 | 283,000 | 382,000 | 1,356,000 | ||||
Expected paid-in-kind interest | 500,000 | 500,000 | $ 800,000 | |||||
Legacy Subordinated Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 1.75% | |||||||
Amount outstanding | $ 5,100,000 | |||||||
Legacy Subordinated Notes | Subordinated unsecured promissory note | ||||||||
Debt Instrument [Line Items] | ||||||||
Paid-in-kind interest on long-term debt | 100,000 | $ 100,000 | 300,000 | $ 300,000 | 400,000 | 1,300,000 | ||
Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding | 721,000,000 | |||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 415,000,000 | |||||||
Amount outstanding | 409,800,000 | |||||||
Term loan | Legacy Subordinated Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 415,000,000 | |||||||
Term loan | New Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000,000 | |||||||
Debt term | 7 years | |||||||
Quarterly principal payment | $ 900,000 | |||||||
Term loan | New Term Loan | Eurocurrency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 3.00% | |||||||
Term loan | New Term Loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 2.00% | |||||||
Delayed draw term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 385,000,000 | 135,000,000 | ||||||
Increase in borrowing capacity | 250,000,000 | |||||||
Proceeds from debt | 0 | 69,200,000 | 264,700,000 | 39,200,000 | ||||
Discount | 0 | $ 2,900,000 | $ 9,000,000 | |||||
Unused commitment fee percentage | 1.50% | 1.50% | ||||||
Amount outstanding | $ 311,200,000 | |||||||
Revolving loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Proceeds from debt | $ 50,000,000 | |||||||
Amount outstanding | $ 0 | |||||||
Revolving loans | New Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 190,000,000 | |||||||
Proceeds from debt | $ 79,000,000 | |||||||
Debt repaid | 44,000,000 | |||||||
Debt term | 5 years | |||||||
Basis spread | 3.25% | |||||||
Revolving loans | New Revolver | Eurocurrency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 3.00% | |||||||
Revolving loans | New Revolver | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 2.00% | |||||||
Revolving loans | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee | 0.375% | 0.375% | ||||||
Interest rate | 5.68% | |||||||
Revolving loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee | 0.50% | 0.50% | ||||||
Interest rate | 6.25% | |||||||
Letter of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
Letter of credit | Federal Reserve Bank Of New York | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
Line of Credit | New Credit Agreement | Federal Reserve Bank Of New York | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 0.005% | |||||||
Line of Credit | New Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread | 1.00% | |||||||
Level 2 | Fair Value | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value | $ 390,900,000 | $ 390,900,000 | $ 710,300,000 | $ 438,800,000 |
Long-Term Debt - Maturities (Q3
Long-Term Debt - Maturities (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 (remaining three months) | $ 875 | |
2022 | 9,362 | $ 7,294 |
2023 | 3,500 | 13,152 |
2024 | 3,500 | 7,279 |
2025 | 3,500 | 7,279 |
Thereafter | 370,125 | |
Total debt | $ 390,862 | $ 726,852 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
May 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 06, 2021 | May 05, 2021 | May 04, 2021 | Dec. 31, 2018 | |
Temporary Equity [Line Items] | |||||||||||||||
Shares authorized (in shares) | 2,050,000,000 | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 185,000,000 | 175,000,000 | 2,000,000,000 | 90,000,000 | |||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||
Shares issued for each share upon conversion (in shares) | 1 | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 0 | 140,000,000 | 140,000,000 | 125,000,000 | ||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | ||||||||||||||
Issuance of convertible preferred stock (in shares) | 5,831,000 | ||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 109,782 | $ 53,157 | $ 150,250 | $ 161,660 | |||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 15,105 | $ 13,687 | $ 13,105 | $ 13,105 | $ 67,811 | $ 42,126 | |||||||||
Series A Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 140,000,000 | ||||||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 0 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Dividend rate | 4.00% | ||||||||||||||
Issuance of convertible preferred stock (in shares) | 0 | ||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in shares) | 75,000,000 | 65,000,000 | 10,000,000 | ||||||||||||
Convertible preferred stock, shares authorized (in shares) | 75,000,000 | 65,000,000 | 75,000,000 | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Accumulated and undeclared dividends | $ 86,000 | $ 101,100 | |||||||||||||
Issuance of convertible preferred stock (in shares) | 16,467,000 | 17,759,000 | |||||||||||||
Accretion of Series B convertible preferred stock to redemption value | $ 13,700 | $ 13,700 | $ 15,100 | $ 39,900 | |||||||||||
Series B Convertible Preferred Stock | Minimum | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 9.12 | ||||||||||||||
Initial original issue price (in dollars per share) | $ 9.12 | $ 9.12 | |||||||||||||
Series B Convertible Preferred Stock | Maximum | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 9.14 | ||||||||||||||
Initial original issue price (in dollars per share) | $ 9.14 | $ 9.14 | |||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||
Convertible preferred stock, shares authorized (in shares) | 15,000,000 | ||||||||||||||
Dividend rate | 10.00% | ||||||||||||||
Issuance of convertible preferred stock (in shares) | 7,857,142 | 7,857,000 | |||||||||||||
Proceeds from issuance of convertible preferred stock | $ 109,800 |
Stock-Based Compensation - Na_2
Stock-Based Compensation - Narrative (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 06, 2021 | May 20, 2021 | May 07, 2021 | Oct. 17, 2016 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation expense | $ 4,745 | $ 3,470 | $ 16,849 | $ 5,297 | $ 3,100 | $ 300 | |||||||
Convertible preferred stock, shares issued (in shares) | 0 | 0 | |||||||||||
Issuance of convertible preferred stock, net | $ 53,157 | ||||||||||||
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% | ||||||||||||
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 | ||||||||||||
Series C Convertible Preferred Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Convertible preferred stock, shares issued (in shares) | 300,000 | 7,600,000 | |||||||||||
Issuance of convertible preferred stock, net | $ 4,200 | $ 105,800 | $ 109,782 | ||||||||||
Time-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Expiration period | 10 years | ||||||||||||
Performance-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Expiration period | 10 years | 10 years | |||||||||||
Stock-based compensation expense | $ 2,400 | $ 0 | |||||||||||
Time vesting RSAs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 4 years | 4 years | |||||||||||
Stock-based compensation expense | 600 | $ 600 | $ 700 | ||||||||||
Shares granted (in shares) | 0 | 0 | 3,900,000 | ||||||||||
Grant date value (in dollars per share) | $ 17 | $ 0 | $ 0 | $ 0.75 | |||||||||
Value of shares granted | $ 9,100 | $ 2,900 | |||||||||||
RSAs vested (in shares) | 832 | 975 | |||||||||||
RSAs vested (in dollars per share) | $ 0.75 | $ 0.75 | |||||||||||
Shares issued (in shares) | 500,000 | ||||||||||||
Funding RSAs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation expense | $ 9,700 | $ 2,500 | $ 7,000 | $ 0 | |||||||||
Shares granted (in shares) | 0 | 0 | 1,600,000 | ||||||||||
Grant date value (in dollars per share) | $ 0 | $ 0 | |||||||||||
RSAs vested (in shares) | 18,000 | 600,000 | 1,205 | 0 | |||||||||
RSAs vested (in dollars per share) | $ 17 | $ 5.81 | $ 0 | ||||||||||
Tranche one | Time-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 25.00% | ||||||||||||
Vesting period | 1 year | ||||||||||||
Tranche one | Performance-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 50.00% | 50.00% | |||||||||||
Initial public offering price for awards to vest (at least) (in dollars per share) | $ 27.41 | $ 27.4068 | |||||||||||
Tranche one | Time vesting RSAs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 25.00% | ||||||||||||
Vesting period | 1 year | ||||||||||||
Tranche two | Time-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 3 years | ||||||||||||
Tranche two | Performance-based option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 50.00% | 50.00% | |||||||||||
Initial public offering price for awards to vest (at least) (in dollars per share) | $ 36.54 | $ 36.5424 | |||||||||||
Tranche two | Time vesting RSAs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 3 years |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock-based Compensation Expense (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 4,745 | $ 3,470 | $ 16,849 | $ 5,297 | $ 3,100 | $ 300 |
Cost of revenues | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 173 | 0 | 178 | 0 | ||
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 295 | 0 | 437 | 0 | ||
Product development | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 160 | 0 | 298 | 0 | ||
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 4,117 | $ 3,470 | $ 15,936 | $ 5,297 | $ 29,000 |
Net Loss Per Share Attributab_7
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||||||
Net loss | $ (36,906) | $ (24,334) | $ (15,995) | $ (5,444) | $ (13,685) | $ (19,902) | $ (77,235) | $ (39,031) | $ (59,954) | $ (93,745) |
Accretion of Series B to redemption value | 0 | (13,686) | (15,105) | (39,896) | (67,811) | (42,126) | ||||
Net loss attributable to common stockholders, basic | (36,906) | (19,130) | (92,340) | (78,927) | (127,765) | (383,081) | ||||
Net loss attributable to common stockholders, diluted | $ (36,906) | $ (19,130) | $ (92,340) | $ (78,927) | $ (127,765) | $ (383,081) | ||||
Denominator | ||||||||||
Denominator for basic EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Denominator for diluted EPS - weighted-average shares of common stock outstanding used in computing net loss per share (in shares) | 187,994,437 | 41,694,762 | 91,655,461 | 41,335,411 | 41,696,800 | 27,102,531 | ||||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) | ||||
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.01) | $ (1.91) | $ (3.06) | $ (14.13) |
Net Loss Per Share Attributab_8
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Q3) (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 16,967,629 | 120,781,392 | 133,451,897 | 106,632,269 |
Outstanding options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 16,967,629 | 14,234,009 | 16,268,357 | 5,915,926 |
Outstanding convertible preferred stock (Series A and B) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 0 | 106,547,383 | 117,183,540 | 100,716,343 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Financial Assets and Liabilities at Fair Value On a Recurring Basis (Q3) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liability | |||
Contingent consideration | $ 673 | $ 2,911 | $ 1,811 |
Level 1 | |||
Liability | |||
Contingent consideration | 0 | 0 | 0 |
Level 2 | |||
Liability | |||
Contingent consideration | 0 | 0 | 0 |
Level 3 | |||
Liability | |||
Contingent consideration | 673 | 2,911 | $ 1,811 |
Money market funds | |||
Asset | |||
Money market funds | 32,434 | 15,802 | |
Money market funds | Level 1 | |||
Asset | |||
Money market funds | 32,434 | 15,802 | |
Money market funds | Level 2 | |||
Asset | |||
Money market funds | 0 | 0 | |
Money market funds | Level 3 | |||
Asset | |||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value (Q3) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Amounts settled through payment | $ (1,346) | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustments | (900) | $ (500) |
Level 3 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening balance | 2,911 | 1,811 |
Fair value adjustments | (892) | (455) |
Amounts settled through payment | (1,916) | |
Ending balance | $ 673 | $ 2,911 |
Fair Value of Financial Inst_10
Fair Value of Financial Instruments - Narrative (Q3) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value adjustments | $ 0.9 | $ 0.5 |
Income Taxes (Q3) (Details)
Income Taxes (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax benefit | $ 1,022 | $ 574 | $ 4,182 | $ 2,748 | $ 3,630 | $ 16,032 |
Effective income tax rate | 2.70% | 9.50% | 5.10% | 6.60% | 5.69% | 14.67% |
Commitment and Contingencies _5
Commitment and Contingencies - Future Minimum Payments (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 (remaining three months) | $ 2,039 | |
2022 | 7,594 | $ 8,039 |
2023 | 6,595 | 7,017 |
2024 | 4,965 | 6,328 |
2025 | 4,729 | 4,903 |
Thereafter | 17,256 | 16,737 |
Total future minimum payments due | $ 43,178 | $ 47,390 |
Commitment and Contingencies _6
Commitment and Contingencies - Narrative (Q3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Rent expense | $ 2.5 | $ 1.7 | $ 7.1 | $ 6.8 | $ 8.9 | $ 6.9 |
Sales and use tax liability | $ 10 | $ 10 | $ 8.3 | $ 4.3 |
Geographic Areas (Q3) (Details)
Geographic Areas (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
United States | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived assets | $ 34,053 | $ 28,077 | $ 20,827 |
International | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived assets | $ 2,719 | $ 2,697 | $ 738 |
Subsequent Events (Q3) (Details
Subsequent Events (Q3) (Details) - Subsequent Event - DrChrono Inc $ in Millions | Nov. 02, 2021USD ($) |
Subsequent Event [Line Items] | |
Percentage of interest acquired | 100.00% |
Purchase price | $ 182.5 |