Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,877,787 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 9,294 | $ 6,208 |
Accounts receivable | 10,086 | 8,390 |
Prepaid expenses and other current assets | 1,122 | 1,153 |
Total current assets | 20,502 | 15,751 |
PROPERTY AND EQUIPMENT — Net | 1,597 | 1,957 |
GOODWILL | 31,072 | 31,072 |
OTHER INTANGIBLE ASSETS — Net | 7,594 | 9,188 |
DEFERRED IMPLEMENTATION COSTS | 23,107 | 23,257 |
OTHER ASSETS | 1,050 | 1,263 |
TOTAL ASSETS | 84,922 | 82,488 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,531 | 7,387 |
Accrued payroll and related liabilities | 4,091 | 4,945 |
Other liabilities | 1,607 | 1,950 |
Current maturities of debt | 2,643 | 578 |
Deferred revenue | 28,872 | 31,606 |
Total current liabilities | 42,744 | 46,466 |
DEFERRED REVENUE | 8,554 | 9,310 |
DEFERRED TAX LIABILITY | 23 | 23 |
LONG-TERM DEBT | 29,567 | 31,944 |
OTHER LONG-TERM LIABILITIES | 345 | 235 |
Total liabilities | 81,233 | 87,978 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS’ DEFICIT: | ||
Common stock, $0.001 par value, 75,000,000 shares authorized as of June 30, 2017 and December 31, 2016, and 22,704,970 and 22,524,655 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 23 | 23 |
Additional paid-in capital | 100,224 | 101,985 |
Accumulated deficit | (167,816) | (159,105) |
Treasury stock, at cost | (307) | (287) |
Total stockholders’ deficit | (67,876) | (57,384) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | 84,922 | 82,488 |
Redeemable Preferred Stock - Series A [Member] | ||
CURRENT LIABILITIES: | ||
REDEEMABLE PREFERRED STOCK | 53,945 | $ 51,894 |
Redeemable Preferred Stock - Series B [Member] | ||
CURRENT LIABILITIES: | ||
REDEEMABLE PREFERRED STOCK | $ 17,620 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 22,704,970 | 22,524,655 |
Common stock, Shares outstanding | 22,704,970 | 22,524,655 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUE | $ 18,302 | $ 18,729 | $ 36,574 | $ 36,286 |
COST OF REVENUE | 12,514 | 13,663 | 23,988 | 26,016 |
GROSS MARGIN | 5,788 | 5,066 | 12,586 | 10,270 |
OPERATING EXPENSES: | ||||
Research and development | 4,238 | 5,860 | 8,699 | 11,364 |
Sales and marketing | 2,444 | 3,092 | 4,630 | 5,430 |
General and administrative | 3,089 | 3,273 | 5,918 | 6,537 |
Total operating expenses | 9,771 | 12,225 | 19,247 | 23,331 |
LOSS FROM OPERATIONS | (3,983) | (7,159) | (6,661) | (13,061) |
OTHER EXPENSES: | ||||
Interest expense | 842 | 858 | 1,565 | 2,267 |
Other expense, net | 186 | 1,883 | 485 | 1,883 |
Total other expenses | 1,028 | 2,741 | 2,050 | 4,150 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (5,011) | (9,900) | (8,711) | (17,211) |
PROVISION FOR INCOME TAXES | (25) | |||
NET LOSS | (5,011) | (9,900) | (8,711) | (17,236) |
COMPREHENSIVE LOSS | $ (5,011) | $ (9,900) | $ (8,711) | $ (17,236) |
NET LOSS PER COMMON SHARE: | ||||
Basic and diluted | $ (0.30) | $ (0.47) | $ (0.51) | $ (0.81) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 22,660,108 | 22,217,696 | 22,615,406 | 22,164,984 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock [Member] | Additional Paid-in Capital [Member]Series B Preferred Stock [Member] | Treasury Stock, at Cost [Member] | Accumulated Deficit [Member] |
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 | ||||||||
Preferred stock dividends | $ (650) | $ (650) | |||||||
Stock-based compensation expense | 1,411 | 1,411 | |||||||
Exercise of stock options and vesting of restricted stock units | 317 | 317 | |||||||
Exercise of stock options and vesting of restricted stock units, Shares | 222,127 | ||||||||
Treasury stock acquired | (18) | (18) | |||||||
Treasury stock acquired, Shares | (7,499) | ||||||||
Net loss | (17,236) | (17,236) | |||||||
Ending Balance, Value at Jun. 30, 2016 | (47,356) | $ 22 | 102,624 | (195) | (149,807) | ||||
Ending Balance, Shares at Jun. 30, 2016 | 22,277,985 | ||||||||
Beginning Balance, Value at Dec. 31, 2016 | $ (57,384) | $ 23 | 101,985 | (287) | (159,105) | ||||
Beginning Balance, Shares at Dec. 31, 2016 | 22,524,655 | 22,524,655 | |||||||
Preferred stock dividends | $ (2,051) | $ (819) | $ (2,051) | $ (819) | |||||
Stock-based compensation expense | $ 1,010 | 1,010 | |||||||
Exercise of stock options and vesting of restricted stock units | 99 | 99 | |||||||
Exercise of stock options and vesting of restricted stock units, Shares | 193,449 | ||||||||
Treasury stock acquired | $ (20) | (20) | |||||||
Treasury stock acquired, Shares | (114,474) | (13,134) | |||||||
Net loss | $ (8,711) | (8,711) | |||||||
Ending Balance, Value at Jun. 30, 2017 | $ (67,876) | $ 23 | $ 100,224 | $ (307) | $ (167,816) | ||||
Ending Balance, Shares at Jun. 30, 2017 | 22,704,970 | 22,704,970 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,711) | $ (17,236) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,248 | 2,277 |
Stock-based compensation expense | 1,010 | 1,411 |
Interest (payments) accretion on financing obligations | (304) | 232 |
Other financing fees and non-cash adjustments | 485 | 1,883 |
Change in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | (1,696) | 1,529 |
Prepaid expenses and other assets | (45) | (444) |
Deferred implementation costs | 150 | 189 |
Accounts payable | (1,910) | 748 |
Accrued expenses and other liabilities | (1,111) | (339) |
Deferred revenue | (3,490) | (5,718) |
Net cash used in operating activities | (13,374) | (15,468) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (315) | (643) |
Business acquisition, net of cash acquired | 82 | (4,683) |
Net cash used in investing activities | (233) | (5,326) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving line of credit | 3,550 | |
Repayments under revolving line of credit | (3,550) | |
Borrowings of term debt | 16,156 | |
Repayments of term debt | (30,281) | |
Payment of financing fees | (286) | (1,063) |
Proceeds from preferred stock, net | 16,924 | 49,286 |
Other | 55 | 252 |
Net cash provided by financing activities | 16,693 | 34,350 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 3,086 | 13,556 |
CASH AND CASH EQUIVALENTS — Beginning of period | 6,208 | 5,424 |
CASH AND CASH EQUIVALENTS — End of period | 9,294 | 18,980 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,870 | 2,899 |
Cash paid for income taxes | 6 | 27 |
Non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable | 21 | 22 |
Accrued preferred stock dividends | 2,870 | $ 650 |
Direct issuance costs in accounts payable and other accrued liabilities | $ 123 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Connecture, Inc. and its subsidiaries, including DestinationRx, Inc., or 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 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 payers, brokers, government agencies, and web-based insurance marketplace operators, who distribute health and ancillary insurance. The Company’s solutions automate key functions in the insurance distribution process, allowing 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 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, 2016. 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. 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. The following customers accounted for 10% or greater of the Company’s total revenue or total accounts receivable: Revenue Accounts Receivable Customers Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 As of June 30, 2017 As of December 31, 2016 A 15.1 % 10.2 % <10% 12.3 % 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 six months ended June 30, 2017 and 2016. 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 six months ended June 30, 2017, 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 interim periods during 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 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 In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Going Concern [Abstract] | |
Going Concern | 3. GOING CONCERN The Company’s primary need for liquidity is to fund anticipated net operating losses, working capital requirements, capital expenditures and for general corporate purposes, including debt repayment. For the years ended December 31, 2016 and 2015 net losses from operations were $20,870 and $1,487, respectively, and cash used in operations was $24,469 and $16,192, respectively. Additionally, for the six months ended June 30, 2017 our net loss from operations and our cash used in operations were $6,661 and $13,374, respectively. The Company has taken a number of actions in 2016 and the first half of 2017 that are expected to improve its operating cash flows in order to continue to support its operations and meet its obligations. The Company has put a greater focus on overall profitability and aligning its cost structure with revenue and customer billings. The Company reduced its headcount to 353 at June 30, 2017, compared to 411 at December 31, 2015. The Company has also consolidated the procurement of outside contract labor resources. On January 1, 2017, the Company hired a new Chief Financial Officer to bring additional financial and operational experience to the Company. Under the new Chief Financial Officer’s leadership, the Company has continued to evaluate and reduce headcount and eliminate certain other expenditures to better align resources with the 2017 operating plan. Based on cost reduction actions taken in 2016 and those taken or planned to be taken in 2017, as well as steps taken to evaluate and improve pricing of the Company’s software solutions and services, the Company projects cash used in operations to decrease in 2017 compared to 2016. In addition, as discussed in Note 9, the Company completed the issuance of a newly created Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for an aggregate purchase price of $52,000 in May 2016, including net cash proceeds of approximately $49,300 after payment of transaction costs, of which approximately $30,600 was used to subsequently repay the principal balance, accrued interest, loan termination and professional fees associated with the THL Note. In addition, as discussed in Note 8, the Company completed a June 2016 amendment and extension of its existing senior credit facility, resulting in the extension of the facility to June 8, 2021 from January 18, 2018 and increased the term loan funding to $35,000 from approximately $20,000. The funds received were used to fund operating losses, working capital and for other general corporate purposes. In March 2017, the Company completed the issuance of a newly created Series B Convertible Preferred Stock (the “Series B Preferred Stock”) for an aggregate purchase price of $17,500 less approximately $675 of transaction fees (see Note 9). The Company used $624 of the proceeds to repay the outstanding balance on the Company's senior revolving credit facility, with the remainder of the net proceeds available for general corporate purposes. The Company also amended its senior credit facility in March 2017 to, among other things, (i) defer scheduled Senior Term Loan principal repayments until March 31, 2018, and (ii) revise the EBITDA and Minimum Liquidity covenants (see Note 8). The deferral of the principal repayments provides approximately $2,500 of additional liquidity through December 31, 2017. The Company’s historical operating results indicate conditions exist that raise uncertainty related to the Company's ability to continue as a going concern. As discussed above, the Company has taken certain actions to mitigate the uncertainty raised by the Company’s historical operating results. However, as a result of the March 10, 2017 amendment described above, the senior credit facility contains a quarterly building EBITDA covenant that requires the Company to achieve a quarterly building EBITDA of negative $3,000 or better for the twelve months ended December 31, 2017 and March 31, 2018, which the Company may not achieve unless certain operating objectives are achieved. Additionally, the amended senior credit facility contains a minimum liquidity covenant of $1,500 at all times through March 31, 2018, increasing to $15,000 at all times from April 1, 2018 forward. At this time, the Company projects that it will comply with the minimum liquidity covenant through March 31, 2018, but does not anticipate it would achieve compliance with the minimum liquidity covenant beyond March 31, 2018. Accordingly, the Company expects, but cannot assure, that it will satisfy its financial covenants and will have sufficient liquidity to meet obligations as they come due through March 31, 2018, but if the Company is unable to meet or amend the senior credit facility financial covenants, cannot generate sufficient additional liquidity through the mechanisms described above or through additional support from the Company’s investor base or some combination of other actions, all of the Company’s scheduled senior indebtedness of approximately $32,210 at June 30, 2017 would become immediately due and payable. The conditions described above result in substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following issuance of these June 30, 2017 financial statements . |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 4 . 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Anti-Dilutive Common Share Equivalents Redeemable convertible preferred stock 23,603,276 7,538,889 19,498,521 3,790,270 Restricted Stock Units — — — — Stock options — 144,374 18,016 286,046 Total anti-dilutive common share equivalents 23,603,276 7,683,263 19,516,537 4,076,316 Basic and diluted net loss per common share is calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net loss $ (5,011 ) $ (9,900 ) $ (8,711 ) $ (17,236 ) Less: Preferred stock dividends (1,701 ) (650 ) (2,870 ) (650 ) Net loss attributable to common stock $ (6,712 ) $ (10,550 ) $ (11,581 ) $ (17,886 ) Denominator: Weighted-average common shares outstanding, basic and diluted 22,660,108 22,217,696 22,615,406 22,164,984 Net loss per common share, basic and diluted $ (0.30 ) $ (0.47 ) $ (0.51 ) $ (0.81 ) |
ConnectedHealth Acquisition
ConnectedHealth Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ConnectedHealth Acquisition | 5. 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 $4,601, net of cash acquired and a 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 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 June 30, 2016 Six Months Ended June 30, 2016 Total revenue $ 18,972 $ 37,256 Net (loss) (9,947 ) (17,909 ) Net (loss) per share - basic and diluted $ (0.45 ) $ (0.81 ) 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, (iii) the income tax effect of the pro forma adjustments, and (iv) to exclude acquisition related expenses. The acquisition related expenses were approximately $200 and were recorded in general and administrative expenses. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill —The Company has no accumulated goodwill impairments as of June 30, 2017. Goodwill consists of following as of June 30, 2017 and December 31, 2016: Enterprise/ Commercial Enterprise/ State Medicare Private Exchange Total $ 7,732 $ — $ 14,711 $ 8,629 $ 31,072 Other Intangibles Assets —Other intangible assets consist of the following as of June 30, 2017: Useful In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (3,442 ) $ 3,956 Acquired Technology 3-5 12,892 (10,910 ) 1,982 Trademarks 10 2,800 (1,248 ) 1,552 Software 3 1,852 (1,748 ) 104 $ 24,942 $ (17,348 ) $ 7,594 Other intangible assets consist of the following as of December 31, 2016: Useful Lives - In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (3,077 ) $ 4,321 Acquired Technology 3-5 12,892 (9,770 ) 3,122 Trademarks 10 2,800 (1,108 ) 1,692 Software 3 1,770 (1,717 ) 53 $ 24,860 $ (15,672 ) $ 9,188 Amortization expense for the three months ended June 30, 2017 and 2016 was $841 and $797, respectively, and $1,676 and $1,688 for the six months ended June 30, 2017 and 2016, 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 2017 $ 1,700 2018 1,364 2019 1,255 2020 1,240 2021 1,050 Thereafter 985 Total future amortization expense $ 7,594 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Operating Leases —The Company leases office space under operating leases that expire at various dates through 2025. Rent expense was $527 and $451 for the three months ended June 30, 2017 and 2016, respectively, and $1,012 and $887 for the six months ended June 30, 2017 and 2016, 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 June 30, 2017 and December 31, 2016. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. DEBT Debt consisted of the following at June 30, 2017 and December 31, 2016: 2017 2016 Senior term loans $ 32,192 $ 31,944 Senior revolving credit facility 18 578 32,210 32,522 Less: original issue discounts and deferred financing costs — — Less: current maturities of debt (2,643 ) (578 ) Long-term debt $ 29,567 $ 31,944 Senior Debt —The Company has a bank credit facility, as amended and restated from time to time 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 “June 2016 Amendment”) to, among other things, (i) extend the maturity date to June 8, 2021 from January 18, 2018, (ii) continue the 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 Loan”). On March 10, 2017, the Company amended the Credit Facility (the “March 2017 Amendment”) to, among other things, (i) defer scheduled Senior Term Loan principal repayments until March 31, 2018, at which time quarterly principal repayments of $1,313 will resume through March 31, 2021; (ii) replace the EBITDA and Minimum Liquidity covenants with (a) a trailing twelve month EBITDA covenant of negative $12,000 as of December 31, 2016, a quarterly building EBITDA covenant through December 31, 2017, and a trailing twelve month EBITDA from March 31, 2018 forward, as defined in the March 2017 Amendment, and (b) a minimum liquidity requirement of $1,500 at all times from March 1, 2017 through March 31, 2018, and $15,000 thereafter; and (iii) provide for an incremental 2.50% per annum paid-in-kind (“PIK”) interest on all obligations from March 10, 2017 through the maturity date, which shall increase the outstanding principal balance of the Senior Term Loan. The quarterly building EBITDA, as defined in the March 2017 Amendment, requires the Company to achieve at least negative $8,000 for six months ended June 30, 2017, negative $7,250 for the nine months ended September 30, 2017, negative $3,000 for twelve months ended December 31, 2017 and March 31, 2018, and positive $8,000 for the twelve months ended June 30, 2018 and September 30, 2018. Following the March 2017 Amendment, the Credit Facility provides for up to $500 of revolving credit through the maturity date of the Credit Facility. The 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 June 30, 2017, the Company was in compliance with the financial covenants under the Credit Facility, as amended on March 10, 2017, and expects to be in compliance through March 31, 2018 (see Note 3). As of June 30, 2017, the interest rates on our Senior Term Loan and the Senior Revolving Credit Facility were 10.30% and 12.25%, respectively, and include 2.50% PIK interest. Based on rates for instruments with comparable maturities and credit quality, the estimated fair value of the Company’s total debt approximates the carrying value as of June 30, 2017 and approximated $29,000 as of December 31, 2016. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 9. STOCKHOLDERS’ DEFICIT Common Stock —As of June 30, 2017 and December 31, 2016, 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 Preferred Stock for an aggregate purchase price of $52,000. The shares of Series A Preferred Stock are convertible into shares of the Company’s common stock (the “Series A Conversion Shares”) at the option of the investors at any time and they are redeemable at the option of the investors after May 2, 2023 or if there is a Fundamental Change (as that term is defined in the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock). Beginning May 2, 2018, the Company may force conversion if the closing price of the common stock is at least 175% of the conversion price of the Series A Preferred 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 Series A Preferred Stock is convertible into a number of Series A Conversion Shares equal to (i) the sum of (a) the stated value per share of Series A Preferred Stock, plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Series A Preferred Stock at such time (which initially was $4.50 per share, subject to customary anti-dilution adjustments). The number of Conversion Shares underlying the Series A 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 Series A 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. On March 10, 2017, the conversion price of the Series A Preferred Stock was adjusted to $3.96 per share as a result of the issuance of Series B Preferred Stock. On March 10, 2017, the Company issued and sold newly created Series B Preferred Stock for an aggregate purchase price of $17,500. The shares of Series B Preferred Stock are convertible into shares of the Company’s common stock (the “Series B Conversion Shares”) at the option of the investors at any time and they are redeemable at the option of the investors after May 2, 2023 or if there is a Fundamental Change (as that term is defined in the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock). Beginning March 10, 2019, the Company may force conversion if the closing price of the common stock is at least 175% of the conversion price of the Series B Preferred 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 Series B Preferred Stock is convertible into a number of Series B Conversion Shares equal to (i) the sum of (a) the stated value per share of Series B Preferred Stock, 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 $1.91 per share, subject to customary anti-dilution adjustments). The number of Conversion Shares underlying the Series B Preferred Stock will be increased annually by the accrual of 15.0% cumulative dividends payable in-kind (which will increase in certain circumstances, but in no event will be more than 20.0% annually). Following the second anniversary of the March 10, 2017 issuance, the Company may elect to pay such cumulative dividends in cash. The conversion price for the Series B Preferred 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. The Series A Preferred Stock and Series B Preferred Stock are entitled to vote with common stock on an as-converted basis. Treasury Stock —As of June 30, 2017, the Company held 114,474 shares of common stock, which were acquired in the normal course of employees surrendering vested shares to settle withholding tax obligations triggered by stock-based compensation transactions Reserved Shares —As of June 30, 2017, the Company has 1,440,230 shares of common stock reserved for issuance in connection with the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and 149,505 shares of common stock reserved for issuance under the 2014 Employee Stock Purchase Plan (the “ESPP”). |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. STOCK-BASED COMPENSATION The Company’s equity incentive plans provide for the awarding of various equity awards, including stock options and restricted stock units. The Company recognized stock-based compensation expense of $521 and $599 for the three months ended June 30, 2017 and 2016, respectively, and $1,010 and $1,411 for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, approximately $2,761 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. 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. 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. Stock Options —A summary of stock option activity for the six months ended June 30, 2017 is presented below: Number of Shares Average Exercise Price (a) Average Life (Years) (b) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,270,701 $ 3.01 Granted 160,000 $ 1.73 Exercised (23,753 ) $ 1.75 $ 14 Forfeited (152,270 ) $ 3.47 Outstanding — June 30, 2017 2,254,678 $ 2.90 6.96 $ — Exercisable — June 30, 2017 1,558,717 $ 2.77 6.03 $ — Vested and expected to vest — June 30, 2017 2,215,595 $ 2.90 6.92 $ — (a) Weighted-average exercise price (b) Weighted-average contractual life remaining The weighted average fair value per option granted during the six months ended June 30, 2017 and 2016 was $0.82 and $1.14, 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 six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Common stock share value $ 1.73 $ 2.89 Expected life (years) 5.56 4.00 Volatility 50.00 % 50.00 % Interest rate 2.02 % 0.95 % 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 six months ended June 30, 2017 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 six months ended June 30, 2017 is presented below: Shares Average Fair Value per Share (c) Aggregate Intrinsic Value Outstanding — January 1, 2017 665,496 $ 4.24 Granted 661,586 $ 0.98 Vested (93,449 ) $ 2.72 $ 131 Forfeited (9,335 ) $ 11.37 Outstanding — June 30, 2017 1,224,298 $ 2.54 (c) Weighted-average grant date fair value 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. 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. Shares purchased under the ESPP totaled 76,247 and 80,420 shares during the six months ended June 30, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The Company’s effective tax (provision)/benefit rate of less than 1.00% for the six months ended June 30, 2017 and 2016, respectively, differs from statutory federal income tax rates primarily due to the valuation allowances that are recorded against the Company’s net operating loss deferred tax assets and current state income taxes. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. RELATED PARTIES On May 2, 2016, Chrysalis Ventures II, L.P. (“Chrysalis”), a holder of more than 5% of the Company’s outstanding common stock as of May 2, 2016, purchased $2,000 of the Preferred Stock offered in the transaction discussed in Note 9. A member of the Company’s board of directors is the chairman of the general partner of Chrysalis Ventures II, L.P. On March 10, 2017, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. (collectively, “Francisco Partners”) and Chrysalis, all holders of more than 5% of the Company’s outstanding common stock equivalents as of March 10, 2017, purchased $17,500 of the Series B Preferred Stock offered in the transaction discussed in Note 9. A member of the Company’s board of directors is a Co-President of the managing companies of Francisco Partners, and another member of the Company’s board of directors is a member of the general partner of Chrysalis. The Company reimbursed Francisco Partners approximately $180 for out-of-pocket expenses related to the Series B Preferred Stock offering. The Company paid $153 and $305 of administrative fees to Humana, Inc. in connection with the administration of the Company’s employee health benefits plan for the three and six months ended June 30, 2016, respectively. The Company’s chairman of the board of directors is a member of the Humana, Inc. board of directors. |
Segments of Business
Segments of Business | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments of Business | 13. 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue from external customers by segment: Enterprise/Commercial $ 8,360 $ 11,365 $ 17,539 $ 21,774 Enterprise/State 1,191 887 1,972 1,668 Medicare 6,031 4,456 11,761 8,906 Private Exchange 2,720 2,021 5,302 3,938 Consolidated revenue $ 18,302 $ 18,729 $ 36,574 $ 36,286 Gross margin by segment: Enterprise/Commercial $ 931 $ 2,272 $ 3,313 $ 4,186 Enterprise/State 884 134 1,347 322 Medicare 4,278 2,726 8,254 5,551 Private Exchange (305 ) (66 ) (328 ) 211 Consolidated gross margin $ 5,788 $ 5,066 $ 12,586 $ 10,270 Consolidated operating expenses: Research and development $ 4,238 $ 5,860 $ 8,699 $ 11,364 Sales and marketing 2,444 3,092 4,630 5,430 General and administrative 3,089 3,273 5,918 6,537 Total consolidated operating expenses $ 9,771 $ 12,225 $ 19,247 $ 23,331 Consolidated loss from operations $ (3,983 ) $ (7,159 ) $ (6,661 ) $ (13,061 ) Depreciation and amortization by segment: Enterprise/Commercial $ 156 $ 165 $ 301 $ 326 Enterprise/State 1 8 1 17 Medicare 645 644 1,286 1,288 Private Exchange 275 214 562 448 Corporate 52 61 98 198 Consolidated depreciation and amortization $ 1,129 $ 1,092 $ 2,248 $ 2,277 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 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, 2016. |
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. |
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. The following customers accounted for 10% or greater of the Company’s total revenue or total accounts receivable: Revenue Accounts Receivable Customers Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 As of June 30, 2017 As of December 31, 2016 A 15.1 % 10.2 % <10% 12.3 % |
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 six months ended June 30, 2017 and 2016. |
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 six months ended June 30, 2017, 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 interim periods during 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 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 In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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. The following customers accounted for 10% or greater of the Company’s total revenue or total accounts receivable: Revenue Accounts Receivable Customers Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 As of June 30, 2017 As of December 31, 2016 A 15.1 % 10.2 % <10% 12.3 % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Anti-Dilutive Common Share Equivalents Redeemable convertible preferred stock 23,603,276 7,538,889 19,498,521 3,790,270 Restricted Stock Units — — — — Stock options — 144,374 18,016 286,046 Total anti-dilutive common share equivalents 23,603,276 7,683,263 19,516,537 4,076,316 |
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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net loss $ (5,011 ) $ (9,900 ) $ (8,711 ) $ (17,236 ) Less: Preferred stock dividends (1,701 ) (650 ) (2,870 ) (650 ) Net loss attributable to common stock $ (6,712 ) $ (10,550 ) $ (11,581 ) $ (17,886 ) Denominator: Weighted-average common shares outstanding, basic and diluted 22,660,108 22,217,696 22,615,406 22,164,984 Net loss per common share, basic and diluted $ (0.30 ) $ (0.47 ) $ (0.51 ) $ (0.81 ) |
ConnectedHealth Acquisition (Ta
ConnectedHealth Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
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 June 30, 2016 Six Months Ended June 30, 2016 Total revenue $ 18,972 $ 37,256 Net (loss) (9,947 ) (17,909 ) Net (loss) per share - basic and diluted $ (0.45 ) $ (0.81 ) |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of following as of June 30, 2017 and December 31, 2016: Enterprise/ Commercial Enterprise/ State Medicare Private Exchange Total $ 7,732 $ — $ 14,711 $ 8,629 $ 31,072 |
Schedule of Other Intangible Assets | Other Intangibles Assets —Other intangible assets consist of the following as of June 30, 2017: Useful In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (3,442 ) $ 3,956 Acquired Technology 3-5 12,892 (10,910 ) 1,982 Trademarks 10 2,800 (1,248 ) 1,552 Software 3 1,852 (1,748 ) 104 $ 24,942 $ (17,348 ) $ 7,594 Other intangible assets consist of the following as of December 31, 2016: Useful Lives - In Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationship 3-10 $ 7,398 $ (3,077 ) $ 4,321 Acquired Technology 3-5 12,892 (9,770 ) 3,122 Trademarks 10 2,800 (1,108 ) 1,692 Software 3 1,770 (1,717 ) 53 $ 24,860 $ (15,672 ) $ 9,188 |
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 2017 $ 1,700 2018 1,364 2019 1,255 2020 1,240 2021 1,050 Thereafter 985 Total future amortization expense $ 7,594 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at June 30, 2017 and December 31, 2016: 2017 2016 Senior term loans $ 32,192 $ 31,944 Senior revolving credit facility 18 578 32,210 32,522 Less: original issue discounts and deferred financing costs — — Less: current maturities of debt (2,643 ) (578 ) Long-term debt $ 29,567 $ 31,944 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Stock Options —A summary of stock option activity for the six months ended June 30, 2017 is presented below: Number of Shares Average Exercise Price (a) Average Life (Years) (b) Aggregate Intrinsic Value Outstanding — January 1, 2017 2,270,701 $ 3.01 Granted 160,000 $ 1.73 Exercised (23,753 ) $ 1.75 $ 14 Forfeited (152,270 ) $ 3.47 Outstanding — June 30, 2017 2,254,678 $ 2.90 6.96 $ — Exercisable — June 30, 2017 1,558,717 $ 2.77 6.03 $ — Vested and expected to vest — June 30, 2017 2,215,595 $ 2.90 6.92 $ — (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 six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Common stock share value $ 1.73 $ 2.89 Expected life (years) 5.56 4.00 Volatility 50.00 % 50.00 % Interest rate 2.02 % 0.95 % Dividend yield 0.00 % 0.00 % |
Schedule of Restricted Stock Activity | Restricted Stock Units (RSUs) —A summary of RSU activity for the six months ended June 30, 2017 is presented below: Shares Average Fair Value per Share (c) Aggregate Intrinsic Value Outstanding — January 1, 2017 665,496 $ 4.24 Granted 661,586 $ 0.98 Vested (93,449 ) $ 2.72 $ 131 Forfeited (9,335 ) $ 11.37 Outstanding — June 30, 2017 1,224,298 $ 2.54 (c) Weighted-average grant date fair value |
Segments of Business (Tables)
Segments of Business (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue from external customers by segment: Enterprise/Commercial $ 8,360 $ 11,365 $ 17,539 $ 21,774 Enterprise/State 1,191 887 1,972 1,668 Medicare 6,031 4,456 11,761 8,906 Private Exchange 2,720 2,021 5,302 3,938 Consolidated revenue $ 18,302 $ 18,729 $ 36,574 $ 36,286 Gross margin by segment: Enterprise/Commercial $ 931 $ 2,272 $ 3,313 $ 4,186 Enterprise/State 884 134 1,347 322 Medicare 4,278 2,726 8,254 5,551 Private Exchange (305 ) (66 ) (328 ) 211 Consolidated gross margin $ 5,788 $ 5,066 $ 12,586 $ 10,270 Consolidated operating expenses: Research and development $ 4,238 $ 5,860 $ 8,699 $ 11,364 Sales and marketing 2,444 3,092 4,630 5,430 General and administrative 3,089 3,273 5,918 6,537 Total consolidated operating expenses $ 9,771 $ 12,225 $ 19,247 $ 23,331 Consolidated loss from operations $ (3,983 ) $ (7,159 ) $ (6,661 ) $ (13,061 ) Depreciation and amortization by segment: Enterprise/Commercial $ 156 $ 165 $ 301 $ 326 Enterprise/State 1 8 1 17 Medicare 645 644 1,286 1,288 Private Exchange 275 214 562 448 Corporate 52 61 98 198 Consolidated depreciation and amortization $ 1,129 $ 1,092 $ 2,248 $ 2,277 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) - Minimum [Member] - Customer Concentration Risk [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounts Receivable [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Revenue [Member] | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Concentration of Risk (Detail) - Customer A [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Revenue [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.10% | 10.20% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.30% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Maximum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) $ in Thousands | Mar. 10, 2017USD ($) | Jun. 08, 2016USD ($) | May 02, 2016USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($)Headcount | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Headcount | Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Headcount | Apr. 01, 2018USD ($) |
Going Concern [Line Items] | ||||||||||||||||
Net losses from continuing operations | $ 3,983 | $ 7,159 | $ 6,661 | $ 13,061 | $ 20,870 | $ 1,487 | ||||||||||
Cash used in operations | $ 13,374 | 15,468 | 24,469 | $ 16,192 | ||||||||||||
Number of headcount | Headcount | 353 | 353 | 411 | |||||||||||||
Repayment of outstanding subordinated term loan | $ 30,600 | |||||||||||||||
Repayment of outstanding balance on senior revolving credit facility | $ 3,550 | |||||||||||||||
Senior indebtedness | $ 32,192 | $ 32,192 | 31,944 | |||||||||||||
Senior Term Loan [Member] | Maximum [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Debt instrument principal amount | $ 35,000 | |||||||||||||||
Senior Term Loan [Member] | Minimum [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Debt instrument principal amount | $ 20,000 | |||||||||||||||
Senior Revolving Credit Facility [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Credit facility extended maturity date | Jun. 8, 2021 | |||||||||||||||
Credit facility maturity date | Jan. 18, 2018 | |||||||||||||||
Additional liquidity available, through December 31, 2017, due to deferral of debt repayments | $ 2,500 | |||||||||||||||
EBITDA | $ (8,000) | $ (12,000) | ||||||||||||||
Minimum liquidity covenant requirement, description | A minimum liquidity requirement of $1,500 at all times from March 1, 2017 through March 31, 2018, and $15,000 thereafter; | |||||||||||||||
Senior indebtedness | $ 32,210 | $ 32,210 | ||||||||||||||
Going concern period on issuance of financial statements | 12 months | |||||||||||||||
Senior Revolving Credit Facility [Member] | Credit Facility, March 2017 Amendment [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Minimum liquidity covenant requirement, description | The amended senior credit facility contains a minimum liquidity covenant of $1,500 at all times through March 31, 2018, increasing to $15,000 at all times from April 1, 2018 forward. | |||||||||||||||
Senior Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
EBITDA | $ (7,250) | $ 8,000 | $ 8,000 | $ (3,000) | $ (3,000) | |||||||||||
Minimum liquidity covenant | $ 1,500 | $ 15,000 | ||||||||||||||
Senior Revolving Credit Facility [Member] | Senior Term Loan [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Deferred scheduled senior term loan principal repayments, date | Mar. 31, 2018 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Stock issued during the period, Value | $ 52,000 | |||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 49,300 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Stock issued during the period, Value | $ 17,500 | $ 17,500 | ||||||||||||||
Transaction fees | 675 | |||||||||||||||
Series B Preferred Stock [Member] | Senior Revolving Credit Facility [Member] | ||||||||||||||||
Going Concern [Line Items] | ||||||||||||||||
Repayment of outstanding balance on senior revolving credit facility | $ 624 |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 23,603,276 | 7,683,263 | 19,516,537 | 4,076,316 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 0 | 0 | 0 | 0 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 0 | 144,374 | 18,016 | 286,046 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-Dilutive Common Share Equivalents | 23,603,276 | 7,538,889 | 19,498,521 | 3,790,270 |
Net Loss Per Common Share - S32
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net loss | $ (5,011) | $ (9,900) | $ (8,711) | $ (17,236) |
Less: Preferred stock dividends | (1,701) | (650) | (2,870) | (650) |
Net loss attributable to common stock | $ (6,712) | $ (10,550) | $ (11,581) | $ (17,886) |
Denominator: | ||||
Weighted-average common shares outstanding, basic and diluted | 22,660,108 | 22,217,696 | 22,615,406 | 22,164,984 |
Net loss per common share, basic and diluted | $ (0.30) | $ (0.47) | $ (0.51) | $ (0.81) |
ConnectedHealth Acquisition - A
ConnectedHealth Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 07, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Business acquisition, net of cash acquired and working capital adjustment | $ (82) | $ 4,683 | |
ConnectedHealth LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, net of cash acquired and working capital adjustment | $ 4,601 | ||
Business acquisition related expenses | $ 200 |
ConnectedHealth Acquisition - S
ConnectedHealth Acquisition - Summary of Pro Forma Information (Detail) - ConnectedHealth LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Total revenue | $ 18,972 | $ 37,256 |
Net (loss) | $ (9,947) | $ (17,909) |
Net (loss) per share - basic and diluted | $ (0.45) | $ (0.81) |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Accumulated goodwill impairments | $ 0 | $ 0 | ||
Amortization expense | $ 841,000 | $ 797,000 | $ 1,676,000 | $ 1,688,000 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Goodwill | $ 31,072 | $ 31,072 |
Enterprise/Commercial [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 7,732 | 7,732 |
Enterprise/State [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 0 | 0 |
Medicare [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 14,711 | 14,711 |
Private Exchange [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 8,629 | $ 8,629 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 24,942 | $ 24,860 |
Accumulated Amortization | (17,348) | (15,672) |
Net Carrying Value | 7,594 | 9,188 |
Customer Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,398 | 7,398 |
Accumulated Amortization | (3,442) | (3,077) |
Net Carrying Value | $ 3,956 | $ 4,321 |
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 |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 12,892 | $ 12,892 |
Accumulated Amortization | (10,910) | (9,770) |
Net Carrying Value | $ 1,982 | $ 3,122 |
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 | (1,248) | (1,108) |
Net Carrying Value | $ 1,552 | $ 1,692 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives - In Years | 3 years | 3 years |
Gross Carrying Value | $ 1,852 | $ 1,770 |
Accumulated Amortization | (1,748) | (1,717) |
Net Carrying Value | $ 104 | $ 53 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets - Summary of Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
Remainder of 2017 | $ 1,700 | |
2,018 | 1,364 | |
2,019 | 1,255 | |
2,020 | 1,240 | |
2,021 | 1,050 | |
Thereafter | 985 | |
Net Carrying Value | $ 7,594 | $ 9,188 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
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 | $ 527 | $ 451 | $ 1,012 | $ 887 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Senior term loans | $ 32,192 | $ 31,944 |
Senior revolving credit facility | 18 | 578 |
Total long-term debt | 32,210 | 32,522 |
Less: current maturities of debt | (2,643) | (578) |
Long-term debt | $ 29,567 | $ 31,944 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 08, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2021 | Apr. 01, 2018 | Mar. 31, 2017 | Mar. 10, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Estimated fair value of total debt | $ 29,000,000 | |||||||||||
Senior Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rates on debt | 10.30% | |||||||||||
Senior Term Loan [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument principal amount | $ 35,000,000 | |||||||||||
Senior Term Loan [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 | |||||||||||
EBITDA | $ (8,000,000) | $ (12,000,000) | ||||||||||
Minimum liquidity covenant requirement, description | A minimum liquidity requirement of $1,500 at all times from March 1, 2017 through March 31, 2018, and $15,000 thereafter; | |||||||||||
Maximum borrowing capacity of credit facility | $ 500,000 | |||||||||||
Interest rates on debt | 12.25% | |||||||||||
Senior Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
EBITDA | $ (7,250,000) | $ 8,000,000 | $ 8,000,000 | $ (3,000,000) | $ (3,000,000) | |||||||
Minimum liquidity covenant | $ 1,500,000 | $ 15,000,000 | ||||||||||
Senior Revolving Credit Facility [Member] | Senior Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Incremental interest paid in kind | 2.50% | 2.50% | ||||||||||
Senior Revolving Credit Facility [Member] | Senior Term Loan [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of principal amount | $ 1,313,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2017 | May 02, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | |||||
Common stock, Shares authorized | 75,000,000 | 75,000,000 | |||
Common stock, Par value | $ 0.001 | $ 0.001 | |||
Treasury stock acquired | 114,474 | ||||
2014 Equity Incentive Plan [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock reserved for issuance | 1,440,230 | ||||
2014 Employee Stock Purchase Plan [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock reserved for issuance | 149,505 | ||||
Series A Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Stock issued during the period, Value | $ 52,000 | ||||
Number of consecutive trading days needed to force conversion | 45 days | ||||
Conversion price for convertible preferred stock | $ 3.96 | ||||
Preferred stock dividend rate percentage | 7.50% | ||||
Series A Preferred Stock [Member] | Anti-Dilution Adjustments [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion price for convertible preferred stock | $ 4.50 | ||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||
Class Of Stock [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 | ||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock dividend rate percentage | 16.50% | ||||
Series B Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Stock issued during the period, Value | $ 17,500 | $ 17,500 | |||
Number of consecutive trading days needed to force conversion | 45 days | ||||
Preferred stock dividend rate percentage | 15.00% | ||||
Series B Preferred Stock [Member] | Anti-Dilution Adjustments [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion price for convertible preferred stock | $ 1.91 | ||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||
Class Of Stock [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 | ||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock dividend rate percentage | 20.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 521 | $ 599 | $ 1,010 | $ 1,411 | |
Unrecognized compensation costs | $ 2,761 | $ 2,761 | |||
Approximate vesting period for unvested awards | 3 years | ||||
Maximum contractual term of equity awards | 10 years | ||||
Weighted average fair value | $ 0.82 | $ 1.14 | |||
Stock units, vesting period | 3 years | ||||
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 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase of Common stock, percentage of fair market value | 90.00% | ||||
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% | ||||
Number of shares purchased under the plan | 76,247 | 80,420 | |||
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% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares Outstanding, Beginning balance | shares | 2,270,701 |
Number of Shares granted | shares | 160,000 |
Number of Shares exercised | shares | (23,753) |
Number of Shares forfeited | shares | (152,270) |
Number of Shares Outstanding, Ending balance | shares | 2,254,678 |
Number of Shares Exercisable | shares | 1,558,717 |
Number of Shares Vested and expected to vest | shares | 2,215,595 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ / shares | $ 3.01 |
Weighted Average Exercise Price, Option granted | $ / shares | 1.73 |
Weighted Average Exercise Price, Option exercised | $ / shares | 1.75 |
Weighted Average Exercise Price, Option forfeited | $ / shares | 3.47 |
Weighted Average Exercise Price Outstanding, Ending balance | $ / shares | 2.90 |
Weighted Average Exercise Price, Exercisable | $ / shares | 2.77 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | $ 2.90 |
Average Life, Outstanding | 6 years 11 months 15 days |
Average Life, Exercisable | 6 years 11 days |
Average Life, Vested and expected to vest | 6 years 11 months 1 day |
Aggregate Intrinsic Value, Exercised | $ | $ 14 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted Average Assumptions Used for Estimating Fair Value of Options Granted (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Common stock share value | $ 1.73 | $ 2.89 |
Expected life (years) | 5 years 6 months 22 days | 4 years |
Volatility | 50.00% | 50.00% |
Interest rate | 2.02% | 0.95% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sc46
Stock-Based Compensation - Schedule of Restricted Stock Activity (Detail) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Outstanding, Beginning balance | shares | 665,496 |
Shares Granted | shares | 661,586 |
Shares Vested | shares | (93,449) |
Shares Forfeited | shares | (9,335) |
Shares Outstanding, Ending balance | shares | 1,224,298 |
Average Fair Value Price per Share Outstanding, Beginning balance | $ / shares | $ 4.24 |
Average Fair Value Price per Share Granted | $ / shares | 0.98 |
Average Fair Value Price per Share Vested | $ / shares | 2.72 |
Average Fair Value Price per Share Forfeited | $ / shares | 11.37 |
Average Fair Value Price per Share Outstanding, Ending balance | $ / shares | $ 2.54 |
Aggregate Intrinsic value, Vested | $ | $ 131 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Maximum [Member] | ||
Income Taxes [Line Items] | ||
Effective tax benefit (provision) rate | 1.00% | 1.00% |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 10, 2017 | May 02, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2016 |
Series B Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period, Value | $ 17,500 | $ 17,500 | |||
Francisco Partners [Member] | Series B Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Out-of-pocket expenses related to stock offering | 180 | ||||
Chrysalis And Francisco Partners | Series B Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period, Value | $ 17,500 | ||||
Humana, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Administrative fees | $ 153 | $ 305 | |||
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 related party | 5.00% | 5.00% | |||
Minimum [Member] | Francisco Partners [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage holding by the related party | 5.00% |
Segments of Business - Addition
Segments of Business - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017Segment | |
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||
Consolidated revenue | $ 18,302 | $ 18,729 | $ 36,574 | $ 36,286 | ||
Consolidated gross margin | 5,788 | 5,066 | 12,586 | 10,270 | ||
Research and development | 4,238 | 5,860 | 8,699 | 11,364 | ||
Sales and marketing | 2,444 | 3,092 | 4,630 | 5,430 | ||
General and administrative | 3,089 | 3,273 | 5,918 | 6,537 | ||
Total consolidated operating expenses | 9,771 | 12,225 | 19,247 | 23,331 | ||
Consolidated loss from operations | (3,983) | (7,159) | (6,661) | (13,061) | $ (20,870) | $ (1,487) |
Consolidated depreciation and amortization | 1,129 | 1,092 | 2,248 | 2,277 | ||
Enterprise/Commercial [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated revenue | 8,360 | 11,365 | 17,539 | 21,774 | ||
Consolidated gross margin | 931 | 2,272 | 3,313 | 4,186 | ||
Enterprise/State [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated revenue | 1,191 | 887 | 1,972 | 1,668 | ||
Consolidated gross margin | 884 | 134 | 1,347 | 322 | ||
Medicare [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated revenue | 6,031 | 4,456 | 11,761 | 8,906 | ||
Consolidated gross margin | 4,278 | 2,726 | 8,254 | 5,551 | ||
Private Exchange [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated revenue | 2,720 | 2,021 | 5,302 | 3,938 | ||
Consolidated gross margin | (305) | (66) | (328) | 211 | ||
Operating Segments [Member] | Enterprise/Commercial [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated depreciation and amortization | 156 | 165 | 301 | 326 | ||
Operating Segments [Member] | Enterprise/State [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated depreciation and amortization | 1 | 8 | 1 | 17 | ||
Operating Segments [Member] | Medicare [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated depreciation and amortization | 645 | 644 | 1,286 | 1,288 | ||
Operating Segments [Member] | Private Exchange [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated depreciation and amortization | 275 | 214 | 562 | 448 | ||
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Consolidated depreciation and amortization | $ 52 | $ 61 | $ 98 | $ 198 |