Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CNXR | |
Entity Registrant Name | CONNECTURE INC | |
Entity Central Index Key | 1,211,759 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,344,764 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 16,693 | $ 5,424 |
Accounts receivable — net of allowances | 10,852 | 10,792 |
Prepaid expenses and other current assets | 1,292 | 652 |
Total current assets | 28,837 | 16,868 |
PROPERTY AND EQUIPMENT — Net | 2,211 | 2,109 |
GOODWILL | 30,838 | 26,779 |
OTHER INTANGIBLE ASSETS — Net | 10,039 | 11,392 |
DEFERRED IMPLEMENTATION COSTS | 23,128 | 24,565 |
OTHER ASSETS | 1,122 | 976 |
TOTAL ASSETS | 96,175 | 82,689 |
CURRENT LIABILITIES: | ||
Accounts payable | 8,794 | 6,853 |
Accrued payroll and related liabilities | 4,813 | 3,560 |
Other liabilities | 1,271 | 2,188 |
Current maturities of debt | 2,708 | 1,441 |
Deferred revenue | 33,025 | 34,049 |
Total current liabilities | 50,611 | 48,091 |
DEFERRED REVENUE | 12,369 | 18,529 |
DEFERRED TAX LIABILITY | 23 | 23 |
LONG-TERM DEBT | 32,813 | 46,964 |
OTHER LONG-TERM LIABILITIES | 225 | 262 |
Total liabilities | 96,041 | 113,869 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
REDEEMABLE PREFERRED STOCK - SERIES A | 50,883 | |
STOCKHOLDERS’ DEFICIT: | ||
Common stock, $0.001 par value, 75,000,000 shares authorized as of September 30, 2016 and December 31, 2015, and 22,344,764 and 22,063,357 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 22 | 22 |
Additional paid-in capital | 102,342 | 101,546 |
Accumulated deficit | (152,873) | (132,571) |
Treasury stock, at cost | (240) | (177) |
Total stockholders’ deficit | (50,749) | (31,180) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 96,175 | $ 82,689 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 75,000,000 | 75,000,000 |
Common stock, Shares issued | 22,344,764 | 22,063,357 |
Common stock, Shares outstanding | 22,344,764 | 22,063,357 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
REVENUE | $ 24,729 | $ 22,667 | $ 61,015 | $ 66,708 |
COST OF REVENUE | 15,891 | 12,598 | 41,907 | 37,938 |
GROSS MARGIN | 8,838 | 10,069 | 19,108 | 28,770 |
OPERATING EXPENSES: | ||||
Research and development | 5,824 | 5,274 | 17,188 | 17,858 |
Sales and marketing | 2,446 | 2,329 | 7,876 | 7,514 |
General and administrative | 3,079 | 3,360 | 9,616 | 10,823 |
Total operating expenses | 11,349 | 10,963 | 34,680 | 36,195 |
LOSS FROM OPERATIONS | (2,511) | (894) | (15,572) | (7,425) |
OTHER EXPENSES: | ||||
Interest expense | 584 | 1,438 | 2,851 | 4,275 |
Other expense (income), net | 56 | (1) | 1,939 | 8 |
Total other expenses | 640 | 1,437 | 4,790 | 4,283 |
LOSS BEFORE BENEFIT FOR INCOME TAXES | (3,151) | (2,331) | (20,362) | (11,708) |
BENEFIT FOR INCOME TAXES | 85 | 23 | 60 | 42 |
NET LOSS | (3,066) | (2,308) | (20,302) | (11,666) |
COMPREHENSIVE LOSS | $ (3,066) | $ (2,308) | $ (20,302) | $ (11,666) |
NET LOSS PER COMMON SHARE: | ||||
Basic and diluted | $ (0.18) | $ (0.11) | $ (0.99) | $ (0.54) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 22,343,142 | 21,879,414 | 22,224,804 | 21,764,869 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, at Cost [Member] | Accumulated Deficit [Member] |
Beginning Balance, Value at Dec. 31, 2014 | $ (28,841) | $ 22 | $ 96,365 | $ 0 | $ (125,228) |
Beginning Balance, Shares at Dec. 31, 2014 | 21,689,223 | ||||
Stock-based compensation expense | 3,318 | 3,318 | |||
Exercise of stock options and vesting of restricted stock units | 349 | 349 | |||
Exercise of stock options and vesting of restricted stock units, Shares | 216,686 | ||||
Net loss | (11,666) | (11,666) | |||
Ending Balance, Value at Sep. 30, 2015 | (36,840) | $ 22 | 100,032 | 0 | (136,894) |
Ending Balance, Shares at Sep. 30, 2015 | 21,905,909 | ||||
Beginning Balance, Value at Dec. 31, 2015 | $ (31,180) | $ 22 | 101,546 | (177) | (132,571) |
Beginning Balance, Shares at Dec. 31, 2015 | 22,063,357 | 22,063,357 | |||
Preferred stock dividends, Series A | $ (1,632) | (1,632) | |||
Stock-based compensation expense | 2,109 | 2,109 | |||
Exercise of stock options and vesting of restricted stock units | 319 | 319 | |||
Exercise of stock options and vesting of restricted stock units, Shares | 307,329 | ||||
Treasury stock acquired | (63) | (63) | |||
Treasury stock acquired, Shares | (25,922) | ||||
Net loss | (20,302) | (20,302) | |||
Ending Balance, Value at Sep. 30, 2016 | $ (50,749) | $ 22 | $ 102,342 | $ (240) | $ (152,873) |
Ending Balance, Shares at Sep. 30, 2016 | 22,344,764 | 22,344,764 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (20,302) | $ (11,666) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,456 | 3,797 |
Stock-based compensation expense | 2,109 | 3,318 |
Interest accretion on financing obligations | 854 | 743 |
Other non-cash adjustments | 1,856 | 45 |
Change in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 435 | (1,956) |
Prepaid expenses and other assets | (560) | 299 |
Deferred implementation costs | 1,437 | (652) |
Accounts payable | 1,352 | 2,211 |
Accrued expenses and other liabilities | (101) | 586 |
Deferred revenue | (7,701) | (11,534) |
Net cash used in operating activities | (17,165) | (14,809) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (670) | (1,177) |
Business acquisition, net of cash acquired | (4,683) | |
Net cash used in investing activities | (5,353) | (1,177) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving line of credit | 3,550 | |
Repayments under revolving line of credit | (3,550) | (340) |
Borrowings of term debt | 16,156 | |
Repayments of term debt | (30,718) | (3,744) |
Payment of financing fees | (1,123) | |
Proceeds from preferred stock, net | 49,280 | |
Other | 192 | (766) |
Net cash provided by (used in) financing activities | 33,787 | (4,850) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,269 | (20,836) |
CASH AND CASH EQUIVALENTS — Beginning of period | 5,424 | 28,252 |
CASH AND CASH EQUIVALENTS — End of period | 16,693 | 7,416 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 2,931 | 4,444 |
Cash paid for income taxes | 31 | 45 |
Non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable | 293 | $ 153 |
Accrued preferred stock dividends | $ 1,632 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Connecture, Inc. and its subsidiaries, including DestinationRx, Inc., (“DRX”), RxHealth Insurance Agency, Inc., ConnectedHealth, LLC, and Insurix, Inc. (collectively, the “Company”), is a Delaware corporation. The Company is a web-based consumer shopping, enrollment and retention platform for health insurance distribution in the United States. The Company’s solutions support the industry evolution towards a consumer-centric experience that is transforming how health insurance is purchased and distributed. The Company’s solutions offer a personalized health insurance shopping experience that recommends the best fit insurance plan based on an individual’s preferences, health status, preferred providers, medications and expected out-of-pocket costs. The Company’s customers are health insurance marketplace operators, including health plans, brokers and exchange operators. The Company’s solutions automate key functions in the health insurance distribution process, allowing its customers to price and present plan options accurately to consumers and efficiently enroll, renew and manage plan members. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The consolidated financial statements include the accounts of Connecture, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Interim Unaudited Condensed Consolidated Financial Information —The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, as contained in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for interim financial information, and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ deficit and cash flows. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Use of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles requires management to make extensive estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents —The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. The Company had $16,443 of interest-bearing amounts on deposit in excess of federally insured limits as of September 30, 2016. Accounts Receivable and Allowance for Doubtful Accounts —The Company’s normal and customary terms for customer payment is 30 days. The outstanding accounts receivable can vary significantly based on timing of billing milestones, renewals and other factors. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The estimates are based on the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, and current economic trends. The Company writes off uncollectible receivables after all reasonable efforts are made to collect payment. Financial Instruments and Concentration of Credit Risk —The estimated fair values of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to the short-term nature of these instruments. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The Company’s credit risk is managed by investing its cash and cash equivalents in high quality money market instruments with established financial institutions. Concentrations of credit risk relate to accounts receivable are limited to several customers to whom the Company makes substantial sales. The Company has not experienced any material losses related to receivables from individual customers, geographic regions or groups of customers. No customers accounted for 10% or greater of total accounts receivable as of September 30, 2016 or December 31, 2015. The following customers accounted for 10% or greater of the Company’s total revenue: Revenue Customers Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 A <10% 10.6 % B <10% 11.2 % C 15.7 % <10% Revenue Recognition —The Company’s revenue is derived from four sources: (a) the sales of implementation and ongoing support of the Company’s software automation solutions; (b) fees from brokers for the right to access our multi-payer quoting platform; (c) a government cost-plus-fixed-fee contract in 2015; and (d) commissions. In all contractual arrangements, the Company determines whether persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and collection is probable. If any of these criteria are not met, the Company does not recognize revenue until all of the criteria are met. a) Software Automation Solutions Fees Contractual terms for the delivery and ongoing support of the Company’s software automation solutions generally consist of multiple components including: (a) software license fees (non-hosted arrangements), (b) software maintenance fees, (c) software usage fees, (d) professional services fees, (e) hosting fees and (f) production support fees. Software license fees represent amounts paid for the right to use the solution. Software usage fees represent amounts paid to cover only a specific period of time, after which usage and access rights expire. Software maintenance fees typically accompany software license fees and represent amounts paid for the right to receive commercially available updates and upgrades to the solution. Professional services fees represent amounts charged for services performed in connection with the configuration, integration and implementation of the solutions in accordance with customer specifications. Hosting fees represent fees related to post implementation hosting and monitoring of the solution. Production support fees are charged for the ongoing rate, benefits and related content management of the platform. The Company’s contracts with its customers typically bundle multiple services and are generally priced on a fixed fee basis. The term over which the Company is committed to deliver these services can range from several months to several years. The majority of the Company’s software automation solution services sold in the Enterprise/Commercial and Medicare segments and a portion of the Private Exchange segment are arrangements in which the Company hosts the web-based software automation solution and the customer pays a fee for access to and usage of the web-based software. The ownership of the technology and rights to the related code of such hosted web-based software remain with the Company and a customer has no contractual right to take possession of the software and run it on its own hardware platform. These arrangements are referred to as hosted arrangements and are accounted for as software-as-a-service under ASC 605, Revenue Recognition. A small percentage of the Company’s software automation solutions, sold primarily in the Enterprise/State segment, are arrangements in which the software is not hosted on the Company’s infrastructure. These arrangements include the licensed use of the software and are subject to accounting under ASC 985, Software Revenue Recognition. For all arrangements (whether hosted or non-hosted) that include multiple elements, the Company evaluates each element in an arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable. Elements generally include implementation services, software licensing or usage fees and maintenance or other services. Accounting guidance for multiple element arrangements containing hosted software provide a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence of selling price is used to establish the selling price if it exists. If VSOE and third-party evidence do not exist, the Company allocates the arrangement fee to the separate units of accounting based on its best estimate of selling price. For hosted arrangements with multiple elements that are separate units of accounting, VSOE and third- party evidence do not currently exist and accordingly, the Company allocates the arrangement fee to the separate units of accounting based on management’s best estimate of selling price, when available. The Company determines its best estimate of selling price for services based on its overall pricing objectives, taking into consideration market conditions and customer-specific factors and by reviewing historical data related to sales of the Company’s services. Hosted arrangement revenue is recognized as follows by revenue element: • Software usage fees and hosting fees —Recognized ratably over the customer contract. • Professional services for new customer software solution implementation —Initially deferred and recognized ratably from completion of implementation through the longer of the customer contract or estimated period of customer benefit based on facts and circumstances of each relationship. • Professional services for modifications to existing customer software solutions —Initially deferred and then recognized in the period services are completed. • Production support fees —Recognized as the work is performed consistent with the contractual terms of the production support. Multiple deliverable arrangements accounting guidance for non-hosted arrangements provide an allocation of revenue to the separate elements based upon VSOE. To date, the elements of the Company’s non-hosted arrangements, whereby the customers take possession of the software, have not been sold separately. Therefore, the contractual consideration for a delivered element for the non-hosted arrangements does not qualify as a separate unit of accounting as VSOE does not currently exist for any element of the Company’s non-hosted arrangements. Accordingly, the delivered elements are combined with the other consideration for the remaining undelivered elements as a single unit of accounting. Revenue for non-hosted arrangements is recognized once all elements are delivered over the longer of the customer contract or estimated period of customer benefit. As of September 30 2016, the Company has a non-hosted arrangement with one remaining Enterprise/State customer. b) Broker Multi-Payer Quoting Platform Fees The Company provides an online quoting platform service to insurance brokers through its Private Exchange segment. The Company charges the brokers a monthly fee for access to the service. Revenue from the access fees is recognized in the period that the service is provided. c) Government Cost-Plus-Fixed-Fee The Company used a percentage-of-completion method of accounting for its federal government contract in its Medicare segment prior to the fourth quarter of 2015. Under percentage-of-completion, the costs incurred to date had been compared to total estimated project costs and revenue was recognized in proportion to costs incurred. In the fourth quarter of 2015, the contract was renewed as a fixed fee contract and is accounted for in accordance with the Company’s Software Automation Solution Fees, discussed above. d) Commissions Within the Private Exchange segment, the Company earns commissions on annual employee enrollments in which the Company’s health plan network and software solutions are used in connection with each enrollment. Commissions are recorded in the period the enrollment is completed. Cost of Revenue —Cost of revenue primarily consists of employee compensation and benefits, professional services costs and depreciation and amortization of assets directly associated with generating revenue. In addition, the Company allocates a portion of overhead, such as rent, facility depreciation and utilities, to cost of revenue based on employee salary. Deferred Implementation Costs —The Company’s accounting policy is to capitalize direct, incremental employee labor and related benefits along with third-party independent contractor costs related to implementing new customer software solutions, to the extent that they are deemed recoverable. Deferred implementation costs are amortized over the longer of the customer contract or estimated period of customer benefit, consistent with the recognition of the related deferred professional services revenue. Stock-Based Compensation —The Company applies a fair-value based measurement method in accounting for stock-based payment transactions. Compensation cost is determined based on the grant-date fair value for stock options and performance-based restricted stock units and the grant-date closing market value for time-vested restricted stock units. Compensation cost is amortized on a straight-line basis over the vesting period for time-based awards and over the derived service period for performance-based restricted stock units. Preferred Stock Dividends —Given the Company’s accumulated deficit, the Company’s accounting policy is to record the mandatorily payable dividends as a reduction of additional paid-in capital (APIC) with the offset as an increase to redeemable preferred stock on the consolidated balance sheets. Comprehensive Loss —The Company’s net loss equals comprehensive loss for the three and nine months ended September 30, 2016 and 2015. Income Taxes —Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change becomes enacted. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items in income tax expense. Basic and Diluted Net Loss Per Common Share —The Company uses the two-class method to compute net earnings per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s redeemable convertible preferred stock are entitled to participate in distributions, when and if declared by the Board of Directors that are made to common stockholders, and as a result are considered participating securities. Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. Due to net losses for the three and nine months ended September 30, 2016, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. New Accounting Standards —In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers , that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Assuming the Company remains an emerging growth company (EGC), the ASU becomes effective for the Company for the fiscal year ended December 31, 2019; early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In May 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 3. NET LOSS PER COMMON SHARE Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Anti-Dilutive Common Share Equivalents Redeemable convertible preferred stock 11,809,081 — 6,492,580 — Restricted Stock Units — 8,872 — 32,648 Stock options 113,084 1,032,222 226,377 1,147,493 Total anti-dilutive common share equivalents 11,922,165 1,041,094 6,718,957 1,180,141 Basic and diluted net loss per common share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (3,066 ) $ (2,308 ) $ (20,302 ) $ (11,666 ) Less: Preferred stock dividends (982 ) — (1,632 ) — Net loss attributable to common stock $ (4,048 ) $ (2,308 ) $ (21,934 ) $ (11,666 ) Denominator: Weighted-average common shares outstanding, basic and diluted 22,343,142 21,879,414 22,224,804 21,764,869 Net loss per common share, basic and diluted $ (0.18 ) $ (0.11 ) $ (0.99 ) $ (0.54 ) |
ConnectedHealth Acquisition
ConnectedHealth Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ConnectedHealth Acquisition | 4. CONNECTEDHEALTH ACQUISITION On June 7, 2016, the Company completed the acquisition of all equity units of ConnectedHealth, LLC (“ConnectedHealth”) for a cash purchase price of $4,590, net of cash acquired and a preliminary working capital adjustment, using available excess cash. ConnectedHealth is a benefits technology company with a software and services platform that makes it easier for consumers and employees to shop for personalized insurance benefits online. The Company completed the acquisition to acquire ConnectedHealth’s software technology. The acquisition of ConnectedHealth was accounted for as a business combination in accordance with FASB ASC Topic 805, Business Combinations The preliminary allocation of the purchase price for ConnectedHealth as of September 30, 2016, is as follows: Cash and cash equivalents $ 25 Trade accounts receivable 495 Prepaid expenses and other current assets 31 Intangible assets 1,200 Goodwill 4,059 Other long-term assets 53 Accounts payable and other current liabilities (1,068 ) Other long-term liabilities (180 ) Total purchase price $ 4,615 The goodwill is primarily attributable to synergies with the software and services that ConnectedHealth provides and the anticipated value of selling the Company’s software and services to ConnectedHealth’s existing client base. The purchase price allocation is preliminary as the Company has not completed its analysis to estimate the fair value of intangible assets. The goodwill and intangible assets have been assigned to the Private Exchange segment. The goodwill and intangible assets are not deductible for income tax purposes. Revenue attributable to ConnectedHealth from the acquisition date through September 30, 2016 was approximately $400. The following unaudited supplemental pro forma information presents the Company’s results of operations as though the acquisition of ConnectedHealth had occurred on January 1, 2015. The information is not indicative of the Company’s operating results which would have occurred had the acquisition been consummated as of that date. The pro forma information below does not include anticipated synergies, the impact of purchase accounting adjustments, or certain other expected benefits of the acquisition and should not be used as a predictive measure of the Company’s future results of operations. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenue $ 24,729 $ 23,133 $ 61,985 $ 68,350 Net (loss) (3,066 ) (3,945 ) (20,975 ) (16,292 ) Net (loss) per share - basic and diluted $ (0.18 ) $ (0.18 ) $ (1.02 ) $ (0.75 ) The pro forma financial information has been adjusted, where applicable, for: (i) amortization of acquired intangible assets, (ii) additional interest expense on presumed acquisition financing, and (iii) the income tax effect of the pro forma adjustments. The acquisition related expenses were approximately $100 and have been recorded in General and Administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill —The Company has no accumulated goodwill impairments as of September 30, 2016 and December 31, 2015. Goodwill consists of following as of September 30, 2016 and December 31, 2015: Enterprise/ Commercial Enterprise/ State Medicare Private Exchange Total December 31, 2015 $ 7,732 $ — $ 14,711 $ 4,336 $ 26,779 Acquisition — — — 4,059 4,059 September 30, 2016 $ 7,732 $ — $ 14,711 $ 8,395 $ 30,838 The Company acquired ConnectedHealth, LLC on June 7, 2016, and has not completed its purchase price allocation. On a preliminary basis, we have recorded a $1,100 acquired technology intangible asset and a $100 customer relationship intangible asset. Adjustments to the $4,059 preliminary goodwill will be recorded when the Company’s valuation of acquired intangible assets is complete. Other Intangibles Assets —Other intangible assets consist of the following at September 30, 2016: Useful In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (2,892 ) $ 4,506 Covenants Not to Compete 2.5-5 800 (800 ) — Acquired Technology 3-5 12,892 (9,200 ) 3,692 Trademarks 10 2,800 (1,038 ) 1,762 Software 3 1,770 (1,691 ) 79 $ 25,660 $ (15,621 ) $ 10,039 Other intangible assets consist of the following at December 31, 2015: Useful Lives - In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,298 $ (2,346 ) $ 4,952 Covenants Not to Compete 2.5-5 800 (798 ) 2 Acquired Technology 3-5 11,792 (7,566 ) 4,226 Trademarks 10 2,800 (828 ) 1,972 Software 3 1,764 (1,524 ) 240 $ 24,454 $ (13,062 ) $ 11,392 Amortization expense for the three months ended September 30, 2016 and 2015 was $871 and $981, respectively, and $2,559 and $3,054 for the nine months ended September 30, 2016 and 2015, respectively, and has been recorded in cost of revenue and general and administrative expenses. Estimated future amortization expense for the Company’s intangible assets is as follows: Year Ending December 31 Amount Remainder of 2016 $ 852 2017 3,337 2018 1,337 2019 1,242 2020 1,240 thereafter 2,031 Total future amortization expense $ 10,039 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Operating Leases —The Company leases office space under operating leases that expire at various dates through 2025. Rent expense for the three months ended September 30, 2016 and 2015, was $436 and $451, respectively, and $1,323 and $1,313 for the nine months ended September 30, 2016 and 2015, respectively. Letter of Credit —As security for certain leased property, the Company was required to provide a lessor an unconditional and irrevocable letter of credit in the amount $200 at September 30, 2016 and December 31, 2015. Indemnifications —The Company provides certain indemnifications from time to time in the normal course of business to its customers in its professional services and software license agreements and to strategic partners through certain insurance industry association marketing agreements that contain certain indemnifications for claims that may arise from acts or omissions, patent or trademark infringement, breach of contractual representations and warranties or intentional or grossly negligent acts. These indemnifications may require the Company to reimburse the indemnified party for losses suffered or incurred by the indemnified party. In the opinion of management, the liabilities, if any, which may result from such indemnifications are not expected to have a material effect on the Company’s consolidated financial statements. Litigation —In the normal course of business, the Company and its subsidiaries are named as defendants in lawsuits and are party to contract terminations and settlements in which claims are or may be asserted against the Company. In the opinion of management, the liabilities, if any, which may ultimately result from such lawsuits and contract terminations are not expected to have a material effect on the Company’s consolidated financial statements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT Debt consisted of the following at September 30, 2016 and December 31, 2015: 2016 2015 Senior term loans $ 34,563 $ 19,125 Senior revolving credit facility 958 316 Subordinated loans — 30,000 35,521 49,441 Less: original issue discounts and deferred financing costs — (1,036 ) Less: current maturities of debt (2,708 ) (1,441 ) Long-term debt $ 32,813 $ 46,964 Senior Debt —The Company has a bank credit facility that provides for short-term working capital and long-term investment needs (the “Credit Facility”). The Credit Facility is collateralized by all of the Company’s assets. On June 8, 2016, the Credit Facility was amended and restated (the “Amended Credit Facility”), to among other things (i) extend the maturity date to June 8, 2021 from January 18, 2018, (ii) continue to provide for up to $10,000 of revolving credit through the maturity date (the “Senior Revolving Credit Facility”), and (iii) increase the term loan funding to $35,000 from approximately $20,000 at June 8, 2016 (the “Senior Term Loans”). The Amended Credit Facility was accounted for as an extinguishment of debt resulting in the immediate recognition of $381 of previous deferred financing costs, which was recorded in Other expense, net in the statements of operations for the nine months ended September 30, 2016. On November 4, 2016, the Company amended the Amended Credit Facility, to, among other things, (i) remove the Net Leverage Covenant and replace it with a trailing twelve month EBITDA covenant, as defined in the Amended Credit Facility, to be measured quarterly effective as of September 30, 2016, (ii) increase the Minimum Liquidity covenant from $10,000 to $11,500, effective November 4, 2016, and $15,000 effective September 30, 2017, (iii) increase the annual principal repayments on the Senior Term Loans to $2,475 effective with the December 31, 2016 quarterly payment, and $3,300 effective with the March 31, 2018 quarterly payment, and (iv) increase the interest rate on applicable borrowings effective November 4, 2016. The trailing twelve month EBITDA, as defined in the Amended Credit Facility, ranges from $500 for the twelve months ended September 30, 2016 to a negative $4,019 EBITDA for the twelve months ended December 31, 2016, and increases gradually to $15,000 for the twelve months ended March 31, 2021. In connection with this amendment, the Company repaid $2,000 of the outstanding Senior Term Loans and incurred bank fees of approximately $300. The Amended Credit Facility contains covenants and customary representations and warranties of the Company, as well as various limitations on the activities of the Company as they relate to additional indebtedness, junior liens, investments, capital expenditures, paying dividends, and mergers and acquisitions. As of September 30, 2016, the Company was in compliance with the financial covenants under the Amended Credit Facility, as amended on November 4, 2016, and expects to be in compliance for the foreseeable future. As of September 30, 2016, the interest rates on our outstanding Senior Term Loans and the Senior Revolving Credit Facility were 5.88% and 7.75%, respectively. Effective with the November 4, 2016 amendment, the interest rates on then outstanding Senior Term Loans and Senior Revolving Credit Facility borrowings increased by 1.25%, respectively. THL Promissory Note —The Company had a Senior Subordinated Term Loan Agreement with THL Corporate Finance, Inc., (the “THL Note”) for total proceeds of $30,000 less $683 of original issue discount, or OID. On May 3, 2016, the Company repaid the $30,000 principal and accrued interest to settle the THL Note. The early extinguishment of the THL Note triggered a $560 breakage fee and the immediate recognition of the remaining $480 of OID and deferred financing costs, which were recorded in Other expense, net in the statement of operations for the nine months ended September 30, 2016. Based on rates for instruments with comparable maturities and credit quality, the estimated fair value of the Company’s total debt as of September 30, 2016 and December 31, 2015 approximates the carrying value. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | 8. STOCKHOLDERS’ DEFICIT The Company recognized stock-based compensation expense of $698 and $1,432 for the three months ended September 30, 2016 and 2015, respectively, and $2,109 and $3,318 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, approximately $3,703 of total unrecognized compensation expense related to unvested stock options and restricted stock unit awards is expected to be recognized over the remaining vesting periods of approximately 3 years. The maximum contractual term of equity awards is 10 years. Common Stock —As of September 30, 2016 and December 31, 2015, the Company has authorized the issuance of 75,000,000 shares of common stock, par value of $0.001 per share. Preferred Stock — On May 2, 2016, the Company issued and sold newly created Series A Convertible Preferred Stock (the “Preferred Stock”) for an aggregate purchase price of $52,000. The shares of Preferred Stock are convertible into shares of the Company’s common stock (the “Conversion Shares”) at the option of the investors at any time. Beginning in 2018, the Company may force conversion if the closing price of the common stock is at least 175% of the conversion price of the common stock for 45 consecutive trading days, with a minimum average trading volume of at least 75,000 shares for 40 of such 45 trading days. Each share of Preferred Stock is convertible into a number of Conversion Shares equal to (i) the sum of (a) the original purchase price, plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the common stock at such time (which initially is $4.50 per share, subject to customary anti-dilution adjustments). The number of Conversion Shares underlying the Preferred Stock will be increased annually by the accrual of 7.5% cumulative dividends payable in-kind (which will increase in certain circumstances, but in no event will be more than 16.5% annually). Following the second anniversary of the May 2, 2016 closing, the Company may elect to pay such cumulative dividends in cash. The conversion price for the Preferred Stock is also subject to adjustment in the event of a stock split, reverse stock split, stock dividend, rights issuance, recapitalization, tender offer or similar transaction and to weighted-average price-based anti-dilution adjustments. Reserved Shares —As of September 30, 2016, the Company has 1,823,141 shares of common stock reserved for issuance in connection with the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), inclusive of the additional 1,500,000 shares of common stock approved for issuance under the 2014 Plan at the Company’s September 26, 2016 special meeting of stockholders. The 2014 Plan provides that on the first day of January each year through 2024, the available shares of common stock shall generally be increased by the smaller of (a) 2.00% of the number of issued and outstanding shares of common stock on the immediately preceding December 31, or (b) an amount determined by the Company’s Board. At September 30, 2016, a total of 239,034 shares of common stock have been reserved for issuance under the 2014 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides that on the first day of January each year through 2024, the available shares of common stock shall generally be increased by (a) 100,000 shares or (b) 0.25% of issued and outstanding shares of common stock on the immediately preceding December 31. Equity Incentive Plans —In connection with the Company’s December 2014 initial public offering, the Board of Directors approved the 2014 Plan as a replacement to the 2010 Plan. The Company will not grant any additional awards under the 2010 Plan; however the 2010 Plan will continue to govern the terms and conditions of all outstanding equity awards previously granted under the 2010 Plan. The 2014 Plan provides for the awarding of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units, and other stock-based or cash settled equity awards as deemed appropriate by the compensation committee of the Company’s Board of Directors. On August 3, 2016, the Company’s Board of Directors approved an amendment to the 2014 Plan to increase the number of shares available for issuance under the 2014 Plan by 1,500,000 shares, subject to stockholder approval at a special meeting of stockholders. On September 26, 2016, a special meeting of stockholders was held and the amendment to the 2014 Plan to increase the shares reserved for issuance by 1,500,000 was approved and made effective as of such date. Stock Options —A summary of stock option activity for the nine months ended September 30, 2016 and 2015 is presented below: Number of Shares Average Exercise Price (a) Average Life (Years) (b) Aggregate Intrinsic Value Outstanding — January 1, 2015 1,838,082 $ 1.93 Granted 599,600 $ 10.68 Exercised (191,939 ) $ 1.82 $ 1,456 Forfeited (12,500 ) $ 11.37 Outstanding — September 30, 2015 2,233,243 $ 4.24 7.75 $ 4,307 Outstanding — January 1, 2016 2,306,726 $ 4.16 Granted 372,200 $ 2.89 Exercised (101,953 ) $ 1.85 $ 100 Forfeited (431,195 ) $ 7.63 Outstanding — September 30, 2016 2,145,778 $ 3.35 5.29 $ 53 Exercisable — September 30, 2016 1,524,299 $ 2.64 3.64 $ 53 (a) Weighted-average exercise price (b) Weighted-average contractual life remaining The weighted average fair value per option granted during the nine months ended September 30, 2016 and 2015 was $1.14 and $4.73, respectively. The weighted average fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model. The following are weighted-average assumptions used for estimating the fair value of options granted for the nine months ended September 30, 2016 and 2015: Nine Months September 30, Nine Months Ended September 30, 2016 2015 Common stock share value $ 2.89 $ 10.68 Expected life (years) 4.00 4.96 Volatility 50.00 % 50.00 % Interest rate 0.95 % 1.43 % Dividend yield 0.00 % 0.00 % The Company currently estimates volatility by using the weighted-average historical volatility of comparable public companies. The risk-free interest rate is the rate available as of the option date on zero-coupon U.S. government issues with a remaining term equal to the expected term of the option. The Company has not paid dividends on its common stock in the past and does not plan to pay any dividends in the foreseeable future. The Company has estimated forfeitures in determining the weighted average fair value calculation. The forfeiture rates used for options granted in the nine months ended September 30, 2016 were 0% for executive employees and 10% for all other employees. The Company’s estimate of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from the estimate. The Company recognizes the grant date fair value of stock options that are expected to vest on a straight-line basis over the vesting period, which is generally three years from the date of grant. Restricted Stock Units (RSUs) —A summary of RSU activity for the nine months ended September 30, 2016 and 2015 is presented below: Shares Average Fair Value per Share (c) Average Life (Years) (d) Aggregate Intrinsic Value Outstanding — January 1, 2015 — $ — Granted 576,270 $ 10.75 Vested (24,748 ) $ 9.83 Forfeited (6,000 ) $ 11.37 Outstanding — September 30, 2015 545,522 $ 10.79 2.26 $ 2,445 Outstanding — January 1, 2016 570,790 $ 8.35 Granted 394,800 $ 2.61 Vested (124,956 ) $ 11.02 — Forfeited (113,340 ) $ 9.39 Outstanding — September 30, 2016 727,294 $ 4.61 2.56 $ 1,367 (c) Weighted-average grant date fair value (d) Weighted-average contractual life remaining The Company recognizes the grant date fair value of the RSUs that are expected to vest on a straight-line basis over the period of vesting, which is generally three years from the date of grant. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period they vest, to the extent the compensation expense has been recognized. Employee Stock Purchase Plan —In November 2014, the Company’s Board of Directors approved the ESPP, which is a broadly-based stock purchase plan in which any eligible employee may elect to participate by authorizing the Company to make payroll deductions in a specific amount or designated percentage to purchase shares of the Company’s common stock at 90% of the lower of the fair market value on the first day of trading of the offering period or on the purchase date. The ESPP is designed to comply with Section 423 of the Code, and thus is eligible for the favorable tax treatment afforded by Section 423. During the nine months ended September 30, 2016, 80,420 shares were purchased under the ESPP. No shares were purchased under the ESPP during the nine months ended September 30, 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES The Company’s effective tax (provision)/benefit rate of less than 3.00% for the three and nine months ended September 30, 2016 and 2015, respectively, differs from statutory federal income tax rates primarily due to changes in the deferred tax asset valuation allowance and current state income taxes. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | 10. RELATED PARTIES On May 2, 2016, a Chrysalis Ventures II, L.P., a holder of more than 5% of the Company’s outstanding common stock as of March 31, 2016, purchased $2,000 of the Preferred Stock offered in the transaction discussed in Note 8. A member of the Company’s Board of Directors is the chairman of the general partner of Chrysalis Ventures II, L.P. The Company paid $2,900 of principal and $480 of interest to settle the subordinated promissory note with the sellers of DRX (the “DRX Seller Note”) during the nine months ended September 30, 2015. Then-current employees of the Company, including the Company’s current Chief Innovation Officer, New Markets, were employees and stockholders of DRX at the time of its acquisition, and as previous stockholders of DRX they received an interest in the DRX Seller Note. The $480 interest was paid to two related party stockholders, or entities controlled by the stockholders of the Company, pursuant to a note guarantee agreement the DRX sellers had with such related parties. |
Segments of Business
Segments of Business | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments of Business | 11. SEGMENTS OF BUSINESS The Company is organized into four reportable segments, which are based on software and service offerings. Unallocated corporate expenses and assets that are not considered when evaluating segment performance are grouped with Corporate in the following segment information: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue from external customers by segment: Enterprise/Commercial $ 17,012 $ 13,235 $ 38,786 $ 38,098 Enterprise/State 940 3,337 2,608 11,547 Medicare 4,587 4,514 13,493 12,707 Private Exchange 2,190 1,581 6,128 4,356 Consolidated revenue $ 24,729 $ 22,667 $ 61,015 $ 66,708 Gross margin by segment: Enterprise/Commercial $ 5,857 $ 5,545 $ 10,043 $ 15,344 Enterprise/State 532 1,575 854 5,100 Medicare 2,681 2,465 8,232 7,073 Private Exchange (232 ) 484 (21 ) 1,253 Consolidated gross margin $ 8,838 $ 10,069 $ 19,108 $ 28,770 Consolidated operating expenses: Research and development $ 5,824 $ 5,274 $ 17,188 $ 17,858 Sales and marketing 2,446 2,329 7,876 7,514 General and administrative 3,079 3,360 9,616 10,823 Total consolidated operating expenses $ 11,349 $ 10,963 $ 34,680 $ 36,195 Consolidated loss from operations $ (2,511 ) $ (894 ) $ (15,572 ) $ (7,425 ) Depreciation and amortization by segment: Enterprise/Commercial $ 171 $ 134 $ 497 $ 405 Enterprise/State 2 21 19 69 Medicare 646 654 1,934 1,935 Private Exchange 295 254 743 723 Corporate 65 184 263 665 Consolidated depreciation and amortization $ 1,179 $ 1,247 $ 3,456 $ 3,797 Identifiable assets by segment are as follows: As of September 2016 As of December 31, 2015 Identifiable assets by segment: Enterprise/Commercial $ 33,670 $ 33,857 Enterprise/State 1,150 1,975 Medicare 24,305 26,198 Private Exchange 15,887 11,255 Corporate 21,163 9,404 Consolidated assets $ 96,175 $ 82,689 All Company assets were held and all revenue was generated in the United States during the nine months ended September 30, 2016 and 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS On November 4, 2016, the Company amended the Amended Credit Facility, to, among other things, reset certain financial covenants and increase the interest rates on applicable borrowings as a described in Note 7. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated financial statements include the accounts of Connecture, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Interim Unaudited Condensed Consolidated Financial Information | Interim Unaudited Condensed Consolidated Financial Information —The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, as contained in the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for interim financial information, and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ deficit and cash flows. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles requires management to make extensive estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. The Company had $16,443 of interest-bearing amounts on deposit in excess of federally insured limits as of September 30, 2016. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —The Company’s normal and customary terms for customer payment is 30 days. The outstanding accounts receivable can vary significantly based on timing of billing milestones, renewals and other factors. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The estimates are based on the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, and current economic trends. The Company writes off uncollectible receivables after all reasonable efforts are made to collect payment. |
Financial Instruments and Concentration of Credit Risk | Financial Instruments and Concentration of Credit Risk —The estimated fair values of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to the short-term nature of these instruments. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The Company’s credit risk is managed by investing its cash and cash equivalents in high quality money market instruments with established financial institutions. Concentrations of credit risk relate to accounts receivable are limited to several customers to whom the Company makes substantial sales. The Company has not experienced any material losses related to receivables from individual customers, geographic regions or groups of customers. No customers accounted for 10% or greater of total accounts receivable as of September 30, 2016 or December 31, 2015. The following customers accounted for 10% or greater of the Company’s total revenue: Revenue Customers Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 A <10% 10.6 % B <10% 11.2 % C 15.7 % <10% |
Revenue Recognition | Revenue Recognition —The Company’s revenue is derived from four sources: (a) the sales of implementation and ongoing support of the Company’s software automation solutions; (b) fees from brokers for the right to access our multi-payer quoting platform; (c) a government cost-plus-fixed-fee contract in 2015; and (d) commissions. In all contractual arrangements, the Company determines whether persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and collection is probable. If any of these criteria are not met, the Company does not recognize revenue until all of the criteria are met. a) Software Automation Solutions Fees Contractual terms for the delivery and ongoing support of the Company’s software automation solutions generally consist of multiple components including: (a) software license fees (non-hosted arrangements), (b) software maintenance fees, (c) software usage fees, (d) professional services fees, (e) hosting fees and (f) production support fees. Software license fees represent amounts paid for the right to use the solution. Software usage fees represent amounts paid to cover only a specific period of time, after which usage and access rights expire. Software maintenance fees typically accompany software license fees and represent amounts paid for the right to receive commercially available updates and upgrades to the solution. Professional services fees represent amounts charged for services performed in connection with the configuration, integration and implementation of the solutions in accordance with customer specifications. Hosting fees represent fees related to post implementation hosting and monitoring of the solution. Production support fees are charged for the ongoing rate, benefits and related content management of the platform. The Company’s contracts with its customers typically bundle multiple services and are generally priced on a fixed fee basis. The term over which the Company is committed to deliver these services can range from several months to several years. The majority of the Company’s software automation solution services sold in the Enterprise/Commercial and Medicare segments and a portion of the Private Exchange segment are arrangements in which the Company hosts the web-based software automation solution and the customer pays a fee for access to and usage of the web-based software. The ownership of the technology and rights to the related code of such hosted web-based software remain with the Company and a customer has no contractual right to take possession of the software and run it on its own hardware platform. These arrangements are referred to as hosted arrangements and are accounted for as software-as-a-service under ASC 605, Revenue Recognition. A small percentage of the Company’s software automation solutions, sold primarily in the Enterprise/State segment, are arrangements in which the software is not hosted on the Company’s infrastructure. These arrangements include the licensed use of the software and are subject to accounting under ASC 985, Software Revenue Recognition. For all arrangements (whether hosted or non-hosted) that include multiple elements, the Company evaluates each element in an arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable. Elements generally include implementation services, software licensing or usage fees and maintenance or other services. Accounting guidance for multiple element arrangements containing hosted software provide a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence of selling price is used to establish the selling price if it exists. If VSOE and third-party evidence do not exist, the Company allocates the arrangement fee to the separate units of accounting based on its best estimate of selling price. For hosted arrangements with multiple elements that are separate units of accounting, VSOE and third- party evidence do not currently exist and accordingly, the Company allocates the arrangement fee to the separate units of accounting based on management’s best estimate of selling price, when available. The Company determines its best estimate of selling price for services based on its overall pricing objectives, taking into consideration market conditions and customer-specific factors and by reviewing historical data related to sales of the Company’s services. Hosted arrangement revenue is recognized as follows by revenue element: • Software usage fees and hosting fees —Recognized ratably over the customer contract. • Professional services for new customer software solution implementation —Initially deferred and recognized ratably from completion of implementation through the longer of the customer contract or estimated period of customer benefit based on facts and circumstances of each relationship. • Professional services for modifications to existing customer software solutions —Initially deferred and then recognized in the period services are completed. • Production support fees —Recognized as the work is performed consistent with the contractual terms of the production support. Multiple deliverable arrangements accounting guidance for non-hosted arrangements provide an allocation of revenue to the separate elements based upon VSOE. To date, the elements of the Company’s non-hosted arrangements, whereby the customers take possession of the software, have not been sold separately. Therefore, the contractual consideration for a delivered element for the non-hosted arrangements does not qualify as a separate unit of accounting as VSOE does not currently exist for any element of the Company’s non-hosted arrangements. Accordingly, the delivered elements are combined with the other consideration for the remaining undelivered elements as a single unit of accounting. Revenue for non-hosted arrangements is recognized once all elements are delivered over the longer of the customer contract or estimated period of customer benefit. As of September 30 2016, the Company has a non-hosted arrangement with one remaining Enterprise/State customer. b) Broker Multi-Payer Quoting Platform Fees The Company provides an online quoting platform service to insurance brokers through its Private Exchange segment. The Company charges the brokers a monthly fee for access to the service. Revenue from the access fees is recognized in the period that the service is provided. c) Government Cost-Plus-Fixed-Fee The Company used a percentage-of-completion method of accounting for its federal government contract in its Medicare segment prior to the fourth quarter of 2015. Under percentage-of-completion, the costs incurred to date had been compared to total estimated project costs and revenue was recognized in proportion to costs incurred. In the fourth quarter of 2015, the contract was renewed as a fixed fee contract and is accounted for in accordance with the Company’s Software Automation Solution Fees, discussed above. d) Commissions Within the Private Exchange segment, the Company earns commissions on annual employee enrollments in which the Company’s health plan network and software solutions are used in connection with each enrollment. Commissions are recorded in the period the enrollment is completed. |
Cost of Revenue | Cost of Revenue —Cost of revenue primarily consists of employee compensation and benefits, professional services costs and depreciation and amortization of assets directly associated with generating revenue. In addition, the Company allocates a portion of overhead, such as rent, facility depreciation and utilities, to cost of revenue based on employee salary. |
Deferred Implementation Costs | Deferred Implementation Costs —The Company’s accounting policy is to capitalize direct, incremental employee labor and related benefits along with third-party independent contractor costs related to implementing new customer software solutions, to the extent that they are deemed recoverable. Deferred implementation costs are amortized over the longer of the customer contract or estimated period of customer benefit, consistent with the recognition of the related deferred professional services revenue. |
Stock-Based Compensation | Stock-Based Compensation —The Company applies a fair-value based measurement method in accounting for stock-based payment transactions. Compensation cost is determined based on the grant-date fair value for stock options and performance-based restricted stock units and the grant-date closing market value for time-vested restricted stock units. Compensation cost is amortized on a straight-line basis over the vesting period for time-based awards and over the derived service period for performance-based restricted stock units. |
Preferred Stock Dividends | Preferred Stock Dividends —Given the Company’s accumulated deficit, the Company’s accounting policy is to record the mandatorily payable dividends as a reduction of additional paid-in capital (APIC) with the offset as an increase to redeemable preferred stock on the consolidated balance sheets. |
Comprehensive Loss | Comprehensive Loss —The Company’s net loss equals comprehensive loss for the three and nine months ended September 30, 2016 and 2015. |
Income Taxes | Income Taxes —Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change becomes enacted. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items in income tax expense. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share —The Company uses the two-class method to compute net earnings per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Holders of the Company’s redeemable convertible preferred stock are entitled to participate in distributions, when and if declared by the Board of Directors that are made to common stockholders, and as a result are considered participating securities. Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. Due to net losses for the three and nine months ended September 30, 2016, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. |
New Accounting Standards | New Accounting Standards —In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers , that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Assuming the Company remains an emerging growth company (EGC), the ASU becomes effective for the Company for the fiscal year ended December 31, 2019; early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In May 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Concentration of Risk | The Company has not experienced any material losses related to receivables from individual customers, geographic regions or groups of customers. No customers accounted for 10% or greater of total accounts receivable as of September 30, 2016 or December 31, 2015. The following customers accounted for 10% or greater of the Company’s total revenue: Revenue Customers Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 A <10% 10.6 % B <10% 11.2 % C 15.7 % <10% |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Anti-Dilutive Securities Excluded From Calculation of Weighted-Average Common Shares Outstanding | The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Anti-Dilutive Common Share Equivalents Redeemable convertible preferred stock 11,809,081 — 6,492,580 — Restricted Stock Units — 8,872 — 32,648 Stock options 113,084 1,032,222 226,377 1,147,493 Total anti-dilutive common share equivalents 11,922,165 1,041,094 6,718,957 1,180,141 |
Summary of Basic and Diluted Net Loss Per Common Share | Basic and diluted net loss per common share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (3,066 ) $ (2,308 ) $ (20,302 ) $ (11,666 ) Less: Preferred stock dividends (982 ) — (1,632 ) — Net loss attributable to common stock $ (4,048 ) $ (2,308 ) $ (21,934 ) $ (11,666 ) Denominator: Weighted-average common shares outstanding, basic and diluted 22,343,142 21,879,414 22,224,804 21,764,869 Net loss per common share, basic and diluted $ (0.18 ) $ (0.11 ) $ (0.99 ) $ (0.54 ) |
ConnectedHealth Acquisition (Ta
ConnectedHealth Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Allocation | The preliminary allocation of the purchase price for ConnectedHealth as of September 30, 2016, is as follows: Cash and cash equivalents $ 25 Trade accounts receivable 495 Prepaid expenses and other current assets 31 Intangible assets 1,200 Goodwill 4,059 Other long-term assets 53 Accounts payable and other current liabilities (1,068 ) Other long-term liabilities (180 ) Total purchase price $ 4,615 |
Summary of Pro Forma Information | The pro forma information below does not include anticipated synergies, the impact of purchase accounting adjustments, or certain other expected benefits of the acquisition and should not be used as a predictive measure of the Company’s future results of operations. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenue $ 24,729 $ 23,133 $ 61,985 $ 68,350 Net (loss) (3,066 ) (3,945 ) (20,975 ) (16,292 ) Net (loss) per share - basic and diluted $ (0.18 ) $ (0.18 ) $ (1.02 ) $ (0.75 ) |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of following as of September 30, 2016 and December 31, 2015: Enterprise/ Commercial Enterprise/ State Medicare Private Exchange Total December 31, 2015 $ 7,732 $ — $ 14,711 $ 4,336 $ 26,779 Acquisition — — — 4,059 4,059 September 30, 2016 $ 7,732 $ — $ 14,711 $ 8,395 $ 30,838 |
Schedule of Other Intangible Assets | Other Intangibles Assets —Other intangible assets consist of the following at September 30, 2016: Useful In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (2,892 ) $ 4,506 Covenants Not to Compete 2.5-5 800 (800 ) — Acquired Technology 3-5 12,892 (9,200 ) 3,692 Trademarks 10 2,800 (1,038 ) 1,762 Software 3 1,770 (1,691 ) 79 $ 25,660 $ (15,621 ) $ 10,039 Other intangible assets consist of the following at December 31, 2015: Useful Lives - In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,298 $ (2,346 ) $ 4,952 Covenants Not to Compete 2.5-5 800 (798 ) 2 Acquired Technology 3-5 11,792 (7,566 ) 4,226 Trademarks 10 2,800 (828 ) 1,972 Software 3 1,764 (1,524 ) 240 $ 24,454 $ (13,062 ) $ 11,392 |
Summary of Estimated Future Amortization Expense | Estimated future amortization expense for the Company’s intangible assets is as follows: Year Ending December 31 Amount Remainder of 2016 $ 852 2017 3,337 2018 1,337 2019 1,242 2020 1,240 thereafter 2,031 Total future amortization expense $ 10,039 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at September 30, 2016 and December 31, 2015: 2016 2015 Senior term loans $ 34,563 $ 19,125 Senior revolving credit facility 958 316 Subordinated loans — 30,000 35,521 49,441 Less: original issue discounts and deferred financing costs — (1,036 ) Less: current maturities of debt (2,708 ) (1,441 ) Long-term debt $ 32,813 $ 46,964 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Summary of Stock Option Activity | Stock Options —A summary of stock option activity for the nine months ended September 30, 2016 and 2015 is presented below: Number of Shares Average Exercise Price (a) Average Life (Years) (b) Aggregate Intrinsic Value Outstanding — January 1, 2015 1,838,082 $ 1.93 Granted 599,600 $ 10.68 Exercised (191,939 ) $ 1.82 $ 1,456 Forfeited (12,500 ) $ 11.37 Outstanding — September 30, 2015 2,233,243 $ 4.24 7.75 $ 4,307 Outstanding — January 1, 2016 2,306,726 $ 4.16 Granted 372,200 $ 2.89 Exercised (101,953 ) $ 1.85 $ 100 Forfeited (431,195 ) $ 7.63 Outstanding — September 30, 2016 2,145,778 $ 3.35 5.29 $ 53 Exercisable — September 30, 2016 1,524,299 $ 2.64 3.64 $ 53 (a) Weighted-average exercise price (b) Weighted-average contractual life remaining |
Schedule of Weighted Average Assumptions Used for Estimating Fair Value of Options Granted | The following are weighted-average assumptions used for estimating the fair value of options granted for the nine months ended September 30, 2016 and 2015: Nine Months September 30, Nine Months Ended September 30, 2016 2015 Common stock share value $ 2.89 $ 10.68 Expected life (years) 4.00 4.96 Volatility 50.00 % 50.00 % Interest rate 0.95 % 1.43 % Dividend yield 0.00 % 0.00 % |
Schedule of Restricted Stock Activity | Restricted Stock Units (RSUs) —A summary of RSU activity for the nine months ended September 30, 2016 and 2015 is presented below: Shares Average Fair Value per Share (c) Average Life (Years) (d) Aggregate Intrinsic Value Outstanding — January 1, 2015 — $ — Granted 576,270 $ 10.75 Vested (24,748 ) $ 9.83 Forfeited (6,000 ) $ 11.37 Outstanding — September 30, 2015 545,522 $ 10.79 2.26 $ 2,445 Outstanding — January 1, 2016 570,790 $ 8.35 Granted 394,800 $ 2.61 Vested (124,956 ) $ 11.02 — Forfeited (113,340 ) $ 9.39 Outstanding — September 30, 2016 727,294 $ 4.61 2.56 $ 1,367 (c) Weighted-average grant date fair value (d) Weighted-average contractual life remaining |
Segments of Business (Tables)
Segments of Business (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Unallocated corporate expenses and assets that are not considered when evaluating segment performance are grouped with Corporate in the following segment information: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue from external customers by segment: Enterprise/Commercial $ 17,012 $ 13,235 $ 38,786 $ 38,098 Enterprise/State 940 3,337 2,608 11,547 Medicare 4,587 4,514 13,493 12,707 Private Exchange 2,190 1,581 6,128 4,356 Consolidated revenue $ 24,729 $ 22,667 $ 61,015 $ 66,708 Gross margin by segment: Enterprise/Commercial $ 5,857 $ 5,545 $ 10,043 $ 15,344 Enterprise/State 532 1,575 854 5,100 Medicare 2,681 2,465 8,232 7,073 Private Exchange (232 ) 484 (21 ) 1,253 Consolidated gross margin $ 8,838 $ 10,069 $ 19,108 $ 28,770 Consolidated operating expenses: Research and development $ 5,824 $ 5,274 $ 17,188 $ 17,858 Sales and marketing 2,446 2,329 7,876 7,514 General and administrative 3,079 3,360 9,616 10,823 Total consolidated operating expenses $ 11,349 $ 10,963 $ 34,680 $ 36,195 Consolidated loss from operations $ (2,511 ) $ (894 ) $ (15,572 ) $ (7,425 ) Depreciation and amortization by segment: Enterprise/Commercial $ 171 $ 134 $ 497 $ 405 Enterprise/State 2 21 19 69 Medicare 646 654 1,934 1,935 Private Exchange 295 254 743 723 Corporate 65 184 263 665 Consolidated depreciation and amortization $ 1,179 $ 1,247 $ 3,456 $ 3,797 |
Schedule of Identifiable Assets by Segment | Identifiable assets by segment are as follows: As of September 2016 As of December 31, 2015 Identifiable assets by segment: Enterprise/Commercial $ 33,670 $ 33,857 Enterprise/State 1,150 1,975 Medicare 24,305 26,198 Private Exchange 15,887 11,255 Corporate 21,163 9,404 Consolidated assets $ 96,175 $ 82,689 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($)CustomerSource | Sep. 30, 2015 | Dec. 31, 2015Customer | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Interest-bearing amounts on deposit in excess of federally insured limits | $ | $ 16,443 | ||
Customer payment period | 30 days | ||
Number of revenue's sources | Source | 4 | ||
Customer Concentration Risk [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Customers accounted for 10% or greater of total accounts receivable | Customer | 0 | 0 | |
Customer Concentration Risk [Member] | Minimum [Member] | Accounts Receivable [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Minimum [Member] | Revenue [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Summary of Concentration of Risk (Detail) - Revenue [Member] | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.60% | |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.20% | |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.70% | |
Maximum [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Maximum [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Maximum [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% |
Net Loss Per Common Share - Sum
Net Loss Per Common Share - Summary of Anti-Dilutive Securities Excluded From Calculation of Weighted-Average Common Shares Outstanding (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 11,922,165 | 1,041,094 | 6,718,957 | 1,180,141 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 0 | 8,872 | 0 | 32,648 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 113,084 | 1,032,222 | 226,377 | 1,147,493 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 11,809,081 | 0 | 6,492,580 | 0 |
Net Loss Per Common Share - S30
Net Loss Per Common Share - Summary of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net loss | $ (3,066) | $ (2,308) | $ (20,302) | $ (11,666) |
Less: Preferred stock dividends | (982) | (1,632) | ||
Net loss attributable to common stock | $ (4,048) | $ (2,308) | $ (21,934) | $ (11,666) |
Denominator: | ||||
Weighted-average common shares outstanding, basic and diluted | 22,343,142 | 21,879,414 | 22,224,804 | 21,764,869 |
Net loss per common share, basic and diluted | $ (0.18) | $ (0.11) | $ (0.99) | $ (0.54) |
ConnectedHealth Acquisition - A
ConnectedHealth Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 07, 2016 | Sep. 30, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Business acquisition, net of cash acquired and preliminary working capital adjustment | $ 4,683 | ||
ConnectedHealth LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, net of cash acquired and preliminary working capital adjustment | $ 4,590 | ||
Revenue | $ 400 | ||
Business acquisition related expenses | $ 100 |
ConnectedHealth Acquisition - S
ConnectedHealth Acquisition - Summary of Preliminary Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 30,838 | $ 26,779 |
ConnectedHealth LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 25 | |
Trade accounts receivable | 495 | |
Prepaid expenses and other current assets | 31 | |
Intangible assets | 1,200 | |
Goodwill | 4,059 | |
Other long-term assets | 53 | |
Accounts payable and other current liabilities | (1,068) | |
Other long-term liabilities | (180) | |
Total purchase price | $ 4,615 |
ConnectedHealth Acquisition -33
ConnectedHealth Acquisition - Summary of Pro Forma Information (Detail) - ConnectedHealth LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition Pro Forma Information [Line Items] | ||||
Total revenue | $ 24,729 | $ 23,133 | $ 61,985 | $ 68,350 |
Net (loss) | $ (3,066) | $ (3,945) | $ (20,975) | $ (16,292) |
Net (loss) per share - basic and diluted | $ (0.18) | $ (0.18) | $ (1.02) | $ (0.75) |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Amortization Expense [Line Items] | |||||
Accumulated goodwill impairments | $ 0 | $ 0 | $ 0 | ||
Amortization expense | 871,000 | $ 981,000 | 2,559,000 | $ 3,054,000 | |
ConnectedHealth LLC [Member] | |||||
Amortization Expense [Line Items] | |||||
Intangible asset, acquired | 1,200,000 | 1,200,000 | |||
Adjustments to preliminary goodwill | 4,059,000 | ||||
ConnectedHealth LLC [Member] | Acquired Technology [Member] | |||||
Amortization Expense [Line Items] | |||||
Intangible asset, acquired | 1,100,000 | 1,100,000 | |||
ConnectedHealth LLC [Member] | Customer Relationship [Member] | |||||
Amortization Expense [Line Items] | |||||
Intangible asset, acquired | $ 100,000 | $ 100,000 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets - Schedule of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | $ 26,779 |
Acquisition | 4,059 |
Goodwill, Ending Balance | 30,838 |
Enterprise/Commercial [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | 7,732 |
Acquisition | 0 |
Goodwill, Ending Balance | 7,732 |
Enterprise/State [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | 0 |
Acquisition | 0 |
Goodwill, Ending Balance | 0 |
Medicare [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | 14,711 |
Acquisition | 0 |
Goodwill, Ending Balance | 14,711 |
Private Exchange [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | 4,336 |
Acquisition | 4,059 |
Goodwill, Ending Balance | $ 8,395 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 25,660 | $ 24,454 |
Accumulated Amortization | (15,621) | (13,062) |
Net Carrying Value | 10,039 | 11,392 |
Customer Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,398 | 7,298 |
Accumulated Amortization | (2,892) | (2,346) |
Net Carrying Value | $ 4,506 | $ 4,952 |
Customer Relationship [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 3 years | 3 years |
Customer Relationship [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 10 years | 10 years |
Covenants Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 800 | $ 800 |
Accumulated Amortization | (800) | (798) |
Net Carrying Value | $ 0 | $ 2 |
Covenants Not to Compete [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 2 years 6 months | 2 years 6 months |
Covenants Not to Compete [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 5 years | 5 years |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 12,892 | $ 11,792 |
Accumulated Amortization | (9,200) | (7,566) |
Net Carrying Value | $ 3,692 | $ 4,226 |
Acquired Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 3 years | 3 years |
Acquired Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 5 years | 5 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 10 years | 10 years |
Gross Carrying Value | $ 2,800 | $ 2,800 |
Accumulated Amortization | (1,038) | (828) |
Net Carrying Value | $ 1,762 | $ 1,972 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 3 years | 3 years |
Gross Carrying Value | $ 1,770 | $ 1,764 |
Accumulated Amortization | (1,691) | (1,524) |
Net Carrying Value | $ 79 | $ 240 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
Remainder of 2016 | $ 852 | |
2,017 | 3,337 | |
2,018 | 1,337 | |
2,019 | 1,242 | |
2,020 | 1,240 | |
thereafter | 2,031 | |
Net Carrying Value | $ 10,039 | $ 11,392 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||||
Letter of credit, as security for leased property | $ 200 | $ 200 | $ 200 | ||
Office Building [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating leases expire date | Through 2,025 | ||||
Operating leases rent expense | $ 436 | $ 451 | $ 1,323 | $ 1,313 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Senior term loans | $ 34,563 | $ 19,125 |
Senior revolving credit facility | 958 | 316 |
Subordinated loans | 0 | 30,000 |
Total long-term debt | 35,521 | 49,441 |
Less: original issue discounts and deferred financing costs | 0 | (1,036) |
Less: current maturities of debt | (2,708) | (1,441) |
Long-term debt | $ 32,813 | $ 46,964 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Nov. 04, 2016 | Jun. 08, 2016 | May 03, 2016 | Mar. 31, 2018 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2021 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of promissory note | $ 16,156,000 | |||||||||
THL Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of promissory note | 30,000,000 | |||||||||
Debt instrument original issue discount | 683,000 | $ 683,000 | ||||||||
Repayment of promissory note | $ 30,000,000 | |||||||||
Other Expense (Income) [Member] | THL Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Breakage fee | 560,000 | |||||||||
Remaining amount of original issue discount and deferred financing costs | $ 480,000 | |||||||||
Senior Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates on outstanding debt | 5.88% | 5.88% | ||||||||
Senior Term Loans [Member] | Scenario, Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of principal amount | $ 3,300,000 | $ 2,475,000 | ||||||||
Senior Term Loans [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of outstanding debt | $ 2,000,000 | |||||||||
Bank fees incurred for repayment of debt | $ 300,000 | |||||||||
Increase in interest rate on outstanding debt | 1.25% | |||||||||
Senior Term Loans [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument principal amount | $ 35,000,000 | |||||||||
Senior Term Loans [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument principal amount | $ 20,000,000 | |||||||||
Senior Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility extended maturity date | Jun. 8, 2021 | |||||||||
Revolving credit facility maturity date | Jan. 18, 2018 | |||||||||
Maximum borrowing capacity of credit facility | $ 10,000,000 | |||||||||
Minimum liquidity covenant | $ 10,000,000 | $ 10,000,000 | ||||||||
EBITDA | $ 500,000 | |||||||||
Interest rates on outstanding debt | 7.75% | 7.75% | ||||||||
Senior Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum liquidity covenant | $ 15,000,000 | |||||||||
EBITDA | $ 15,000,000 | $ (4,019,000) | ||||||||
Senior Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum liquidity covenant | $ 11,500,000 | |||||||||
Increase in interest rate on outstanding debt | 1.25% | |||||||||
Senior Revolving Credit Facility [Member] | Other Expense (Income) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred financing costs | $ 381,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | May 02, 2016 | Nov. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 698 | $ 1,432 | $ 2,109 | $ 3,318 | ||||
Unrecognized compensation costs | $ 3,703 | $ 3,703 | ||||||
Approximate vesting period for unvested awards | 3 years | |||||||
Maximum contractual term of equity awards | 10 years | |||||||
Common stock, Shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Weighted average fair value | $ 1.14 | $ 4.73 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units, vesting period | 3 years | |||||||
Executive Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual forfeiture rate used | 0.00% | |||||||
Other Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual forfeiture rate used | 10.00% | |||||||
2014 Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 1,823,141 | 1,823,141 | ||||||
Increase in number of shares of common stock reserved for issuance | 1,500,000 | |||||||
2014 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 239,034 | 239,034 | ||||||
Increase in number of shares available for grant | 100,000 | |||||||
Increase in number of shares available for grant, percentage of common stock issued and outstanding | 0.25% | |||||||
Purchase of Common stock, percentage of fair market value | 90.00% | |||||||
Number of shares purchased under the plan | 80,420 | 0 | ||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period, Value | $ 52,000 | |||||||
Number of consecutive trading days needed to force conversion | 45 days | |||||||
Preferred stock dividend rate percentage | 7.50% | |||||||
Series A Convertible Preferred Stock [Member] | Anti-Dilution Adjustments [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Conversion price for convertible preferred stock | $ 4.50 | |||||||
Minimum [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock price as percentage of conversion price for option to force conversion | 175.00% | |||||||
Average trading volume of common stock | 75,000 | |||||||
Number of days needed with at least 75,000 trading volume | 40 days | |||||||
Maximum [Member] | 2014 Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage increase in shares of common stock | 2.00% | |||||||
Maximum [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock dividend rate percentage | 16.50% |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares Outstanding, Beginning balance | 2,306,726 | 1,838,082 |
Number of Shares granted | 372,200 | 599,600 |
Number of Shares exercised | (101,953) | (191,939) |
Number of Shares forfeited | (431,195) | (12,500) |
Number of Shares Outstanding, Ending balance | 2,145,778 | 2,233,243 |
Number of Shares Exercisable | 1,524,299 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 4.16 | $ 1.93 |
Weighted Average Exercise Price, Option granted | 2.89 | 10.68 |
Weighted Average Exercise Price, Option exercised | 1.85 | 1.82 |
Weighted Average Exercise Price, Option forfeited | 7.63 | 11.37 |
Weighted Average Exercise Price Outstanding, Ending balance | 3.35 | $ 4.24 |
Weighted Average Exercise Price, Exercisable | $ 2.64 | |
Average Life, Outstanding | 5 years 3 months 15 days | 7 years 9 months |
Average Life, Exercisable | 3 years 7 months 21 days | |
Aggregate Intrinsic Value, Exercised | $ 100 | $ 1,456 |
Aggregate Intrinsic Value, Outstanding | 53 | $ 4,307 |
Aggregate Intrinsic Value, Exercisable | $ 53 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Weighted Average Assumptions Used for Estimating Fair Value of Options Granted (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Common stock share value | $ 2.89 | $ 10.68 |
Expected life (years) | 4 years | 4 years 11 months 16 days |
Volatility | 50.00% | 50.00% |
Interest rate | 0.95% | 1.43% |
Dividend yield | 0.00% | 0.00% |
Stockholders' Deficit - Sched44
Stockholders' Deficit - Schedule of Restricted Stock Activity (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Outstanding, Beginning balance | 570,790 | 0 |
Shares Granted | 394,800 | 576,270 |
Shares Vested | (124,956) | (24,748) |
Shares Forfeited | (113,340) | (6,000) |
Shares Outstanding, Ending balance | 727,294 | 545,522 |
Average Fair Value Price per Share Outstanding, Beginning balance | $ 8.35 | |
Average Fair Value Price per Share Granted | 2.61 | $ 10.75 |
Average Fair Value Price per Share Vested | 11.02 | 9.83 |
Average Fair Value Price per Share Forfeited | 9.39 | 11.37 |
Average Fair Value Price per Share Outstanding, Ending balance | $ 4.61 | $ 10.79 |
Average Life year, Outstanding | 2 years 6 months 22 days | 2 years 3 months 4 days |
Aggregate Intrinsic value, Outstanding | $ 1,367 | $ 2,445 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Effective tax benefit (provision) rate | 3.00% | 3.00% | 3.00% | 3.00% |
Related Parties - Additional In
Related Parties - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($)Party | May 02, 2016 | |
DRX Seller Note [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument principal payment | $ 2,900 | ||
Debt instrument interest payment | $ 480 | ||
Number of related party in which interest was paid | Party | 2 | ||
Series A Preferred Stock [Member] | Chrysalis [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period, Value | $ 2,000 | ||
Minimum [Member] | Chrysalis [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage holding by the director | 5.00% |
Segments of Business - Addition
Segments of Business - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segments of Business - Summary
Segments of Business - Summary of Unallocated Corporate Expenses and Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | $ 24,729 | $ 22,667 | $ 61,015 | $ 66,708 |
Consolidated gross margin | 8,838 | 10,069 | 19,108 | 28,770 |
Research and development | 5,824 | 5,274 | 17,188 | 17,858 |
Sales and marketing | 2,446 | 2,329 | 7,876 | 7,514 |
General and administrative | 3,079 | 3,360 | 9,616 | 10,823 |
Total consolidated operating expenses | 11,349 | 10,963 | 34,680 | 36,195 |
Consolidated loss from operations | (2,511) | (894) | (15,572) | (7,425) |
Consolidated depreciation and amortization | 1,179 | 1,247 | 3,456 | 3,797 |
Enterprise/Commercial [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 17,012 | 13,235 | 38,786 | 38,098 |
Consolidated gross margin | 5,857 | 5,545 | 10,043 | 15,344 |
Enterprise/State [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 940 | 3,337 | 2,608 | 11,547 |
Consolidated gross margin | 532 | 1,575 | 854 | 5,100 |
Medicare [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 4,587 | 4,514 | 13,493 | 12,707 |
Consolidated gross margin | 2,681 | 2,465 | 8,232 | 7,073 |
Private Exchange [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 2,190 | 1,581 | 6,128 | 4,356 |
Consolidated gross margin | (232) | 484 | (21) | 1,253 |
Operating Segments [Member] | Enterprise/Commercial [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated depreciation and amortization | 171 | 134 | 497 | 405 |
Operating Segments [Member] | Enterprise/State [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated depreciation and amortization | 2 | 21 | 19 | 69 |
Operating Segments [Member] | Medicare [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated depreciation and amortization | 646 | 654 | 1,934 | 1,935 |
Operating Segments [Member] | Private Exchange [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated depreciation and amortization | 295 | 254 | 743 | 723 |
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated depreciation and amortization | $ 65 | $ 184 | $ 263 | $ 665 |
Segments of Business - Schedule
Segments of Business - Schedule of Identifiable Assets by Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Consolidated assets | $ 96,175 | $ 82,689 |
Operating Segments [Member] | Enterprise/Commercial [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 33,670 | 33,857 |
Operating Segments [Member] | Enterprise/State [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 1,150 | 1,975 |
Operating Segments [Member] | Medicare [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 24,305 | 26,198 |
Operating Segments [Member] | Private Exchange [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | 15,887 | 11,255 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated assets | $ 21,163 | $ 9,404 |