Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2023 | Dec. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38977 | |
Entity Registrant Name | PHREESIA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2275479 | |
Entity Address, Address Line One | 1521 Concord Pike | |
Entity Address, Address Line Two | Suite 301 PMB 221 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19803 | |
City Area Code | 888 | |
Local Phone Number | 654-7473 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | PHR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,634,942 | |
Amendment Flag | false | |
Entity Central Index Key | 0001412408 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --01-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Current: | ||
Cash and cash equivalents | $ 103,366 | $ 176,683 |
Settlement assets | 24,083 | 22,599 |
Accounts receivable, net of allowance for doubtful accounts of $1,556 and $1,053 as of October 31, 2023 and January 31, 2023, respectively | 57,439 | 51,394 |
Deferred contract acquisition costs | 777 | 1,056 |
Prepaid expenses and other current assets | 13,575 | 10,709 |
Total current assets | 199,240 | 262,441 |
Property and equipment, net of accumulated depreciation and amortization of $72,516 and $59,847 as of October 31, 2023 and January 31, 2023, respectively | 19,899 | 21,670 |
Capitalized internal-use software, net of accumulated amortization of $43,744 and $37,236 as of October 31, 2023 and January 31, 2023, respectively | 44,257 | 35,150 |
Operating lease right-of-use assets | 431 | 569 |
Deferred contract acquisition costs | 1,178 | 1,754 |
Intangible assets, net of accumulated amortization of $4,044 and $2,549 as of October 31, 2023 and January 31, 2023, respectively | 32,506 | 11,401 |
Deferred tax asset | 0 | 81 |
Goodwill | 75,468 | 33,736 |
Other assets | 1,668 | 3,255 |
Total Assets | 374,647 | 370,057 |
Current: | ||
Settlement obligations | 24,083 | 22,599 |
Current portion of finance lease liabilities and other debt | 6,753 | 5,172 |
Current portion of operating lease liabilities | 571 | 934 |
Accounts payable | 10,904 | 10,836 |
Accrued expenses | 28,290 | 21,810 |
Deferred revenue | 22,034 | 17,688 |
Other current liabilities | 5,790 | 0 |
Total current liabilities | 98,425 | 79,039 |
Long-term finance lease liabilities and other debt | 6,845 | 2,725 |
Operating lease liabilities, non-current | 174 | 349 |
Long-term deferred revenue | 97 | 125 |
Long-term deferred tax liabilities | 222 | 0 |
Other long-term liabilities | 4,286 | 0 |
Total Liabilities | 110,049 | 82,238 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity: | ||
Common stock, $0.01 par value - 500,000,000 shares authorized as of both October 31, 2023 and January 31, 2023; 56,964,279 and 54,187,172 shares issued as of October 31, 2023 and January 31, 2023, respectively | 570 | 542 |
Additional paid-in capital | 1,021,870 | 926,957 |
Accumulated deficit | (712,323) | (606,084) |
Treasury stock, at cost, 1,355,169 and 971,236 shares as of October 31, 2023 and January 31, 2023, respectively | (45,519) | (33,596) |
Total Stockholders’ Equity | 264,598 | 287,819 |
Total Liabilities and Stockholders’ Equity | $ 374,647 | $ 370,057 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,556 | $ 1,053 |
Accumulated depreciation and amortization, property and equipment | 72,516 | 59,847 |
Accumulated amortization, capitalized internal-use software | 43,744 | 37,236 |
Accumulated amortization, intangible assets | $ 4,044 | $ 2,549 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 56,964,279 | 54,187,172 |
Treasury stock (in shares) | 1,355,169 | 971,236 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue: | ||||
Total revenues | $ 91,619 | $ 73,103 | $ 261,294 | $ 204,324 |
Expenses: | ||||
Cost of revenue (excluding depreciation and amortization) | 15,529 | 14,562 | 44,885 | 43,821 |
Payment processing expense | 15,410 | 12,770 | 47,352 | 37,482 |
Sales and marketing | 36,478 | 36,631 | 111,135 | 115,003 |
Research and development | 28,544 | 22,669 | 82,484 | 65,846 |
General and administrative | 20,240 | 19,600 | 61,105 | 60,528 |
Depreciation | 4,483 | 4,865 | 13,231 | 13,363 |
Amortization | 2,980 | 1,817 | 8,003 | 5,020 |
Total expenses | 123,664 | 112,914 | 368,195 | 341,063 |
Operating loss | (32,045) | (39,811) | (106,901) | (136,739) |
Other expense, net | (47) | (211) | (39) | (204) |
Interest income (expense), net | 523 | 61 | 2,027 | (528) |
Total other income (expense), net | 476 | (150) | 1,988 | (732) |
Loss before provision for income taxes | (31,569) | (39,961) | (104,913) | (137,471) |
Provision for income taxes | (372) | (206) | (1,326) | (654) |
Net loss | $ (31,941) | $ (40,167) | $ (106,239) | $ (138,125) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.58) | $ (0.76) | $ (1.96) | $ (2.64) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.58) | $ (0.76) | $ (1.96) | $ (2.64) |
Weighted-average common shares outstanding, basic (in shares) | 55,251,074 | 52,606,400 | 54,139,555 | 52,294,026 |
Weighted-average common shares outstanding, diluted (in shares) | 55,251,074 | 52,606,400 | 54,139,555 | 52,294,026 |
Subscription and related services | ||||
Revenue: | ||||
Total revenues | $ 42,595 | $ 32,992 | $ 119,783 | $ 93,162 |
Payment processing fees | ||||
Revenue: | ||||
Total revenues | 23,218 | 19,626 | 71,102 | 58,588 |
Network solutions | ||||
Revenue: | ||||
Total revenues | $ 25,806 | $ 20,485 | $ 70,409 | $ 52,574 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | APIC | Accumulated Deficit | Treasury stock |
Beginning balance (in shares) at Jan. 31, 2022 | 52,095,964 | ||||
Beginning balance at Jan. 31, 2022 | $ 417,280 | $ 521 | $ 860,657 | $ (429,938) | $ (13,960) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (51,242) | (51,242) | |||
Stock-based compensation | 12,594 | 12,594 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 326,624 | ||||
Exercise of stock options and vesting of restricted stock units | 548 | $ 4 | 544 | ||
Issuance of stock for share-settled bonus awards (in shares) | 233,135 | ||||
Issuance of stock for share-settled bonus awards | 6,774 | $ 2 | 6,772 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (4,735) | (4,735) | |||
Ending balance (in shares) at Apr. 30, 2022 | 52,655,723 | ||||
Ending balance at Apr. 30, 2022 | 381,219 | $ 527 | 880,567 | (481,180) | (18,695) |
Beginning balance (in shares) at Jan. 31, 2022 | 52,095,964 | ||||
Beginning balance at Jan. 31, 2022 | 417,280 | $ 521 | 860,657 | (429,938) | (13,960) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (138,125) | ||||
Ending balance (in shares) at Oct. 31, 2022 | 53,396,354 | ||||
Ending balance at Oct. 31, 2022 | 320,345 | $ 534 | 911,526 | (568,063) | (23,652) |
Beginning balance (in shares) at Apr. 30, 2022 | 52,655,723 | ||||
Beginning balance at Apr. 30, 2022 | 381,219 | $ 527 | 880,567 | (481,180) | (18,695) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (46,716) | (46,716) | |||
Stock-based compensation | 13,236 | 13,236 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 321,148 | ||||
Exercise of stock options and vesting of restricted stock units | 425 | $ 3 | 422 | ||
Issuance of common stock for employee stock purchase plan (in shares) | 95,967 | ||||
Issuance of common stock for employee stock purchase plan | 2,040 | $ 1 | 2,039 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (1,740) | (1,740) | |||
Ending balance (in shares) at Jul. 31, 2022 | 53,072,838 | ||||
Ending balance at Jul. 31, 2022 | 348,464 | $ 531 | 896,264 | (527,896) | (20,435) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (40,167) | (40,167) | |||
Stock-based compensation | 13,129 | 13,129 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 253,720 | ||||
Exercise of stock options and vesting of restricted stock units | 98 | $ 2 | 96 | ||
Issuance of common stock for employee stock purchase plan (in shares) | 69,796 | ||||
Issuance of common stock for employee stock purchase plan | 2,038 | $ 1 | 2,037 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (3,217) | (3,217) | |||
Ending balance (in shares) at Oct. 31, 2022 | 53,396,354 | ||||
Ending balance at Oct. 31, 2022 | 320,345 | $ 534 | 911,526 | (568,063) | (23,652) |
Beginning balance (in shares) at Jan. 31, 2023 | 54,187,172 | ||||
Beginning balance at Jan. 31, 2023 | 287,819 | $ 542 | 926,957 | (606,084) | (33,596) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (37,531) | (37,531) | |||
Stock-based compensation | 14,950 | 14,950 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 404,012 | ||||
Exercise of stock options and vesting of restricted stock units | 155 | $ 4 | 151 | ||
Issuance of stock for share-settled bonus awards (in shares) | 175,688 | ||||
Issuance of stock for share-settled bonus awards | 5,297 | $ 2 | 5,295 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (7,079) | (7,079) | |||
Ending balance (in shares) at Apr. 30, 2023 | 54,766,872 | ||||
Ending balance at Apr. 30, 2023 | 263,611 | $ 548 | 947,353 | (643,615) | (40,675) |
Beginning balance (in shares) at Jan. 31, 2023 | 54,187,172 | ||||
Beginning balance at Jan. 31, 2023 | 287,819 | $ 542 | 926,957 | (606,084) | (33,596) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ (106,239) | ||||
Exercise of stock options and vesting of restricted stock units (in shares) | 246,480 | ||||
Ending balance (in shares) at Oct. 31, 2023 | 56,964,279 | ||||
Ending balance at Oct. 31, 2023 | $ 264,598 | $ 570 | 1,021,870 | (712,323) | (45,519) |
Beginning balance (in shares) at Apr. 30, 2023 | 54,766,872 | ||||
Beginning balance at Apr. 30, 2023 | 263,611 | $ 548 | 947,353 | (643,615) | (40,675) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (36,767) | (36,767) | |||
Stock-based compensation | 16,747 | 16,747 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 374,128 | ||||
Exercise of stock options and vesting of restricted stock units | 426 | $ 3 | 423 | ||
Issuance of stock for share-settled bonus awards (in shares) | 2,886 | ||||
Issuance of stock for share-settled bonus awards | 86 | 86 | |||
Issuance of common stock for employee stock purchase plan (in shares) | 70,123 | ||||
Issuance of common stock for employee stock purchase plan | 1,838 | $ 1 | 1,837 | ||
Issuance of common stock as consideration in business combinations (in shares) | 150,786 | ||||
Issuance of common stock as consideration in business combinations | 4,676 | $ 2 | 4,674 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (3,597) | (3,597) | |||
Ending balance (in shares) at Jul. 31, 2023 | 55,364,795 | ||||
Ending balance at Jul. 31, 2023 | 247,020 | $ 554 | 971,120 | (680,382) | (44,272) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (31,941) | (31,941) | |||
Stock-based compensation | 16,452 | 16,452 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 342,270 | ||||
Exercise of stock options and vesting of restricted stock units | 249 | $ 3 | 246 | ||
Issuance of stock for share-settled bonus awards (in shares) | 160,778 | ||||
Issuance of stock for share-settled bonus awards | 3,420 | $ 2 | 3,418 | ||
Issuance of common stock as consideration in business combinations (in shares) | 1,096,436 | ||||
Issuance of common stock as consideration in business combinations | 30,645 | $ 11 | 30,634 | ||
Treasury stock from vesting of restricted stock units - satisfaction of tax withholdings | (1,247) | (1,247) | |||
Ending balance (in shares) at Oct. 31, 2023 | 56,964,279 | ||||
Ending balance at Oct. 31, 2023 | $ 264,598 | $ 570 | $ 1,021,870 | $ (712,323) | $ (45,519) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Operating activities: | ||
Net loss | $ (106,239) | $ (138,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,234 | 18,383 |
Stock-based compensation expense | 53,749 | 43,491 |
Amortization of deferred financing costs and debt discount | 253 | 227 |
Cost of Phreesia hardware purchased by customers | 1,232 | 939 |
Deferred contract acquisition costs amortization | 855 | 1,318 |
Non-cash operating lease expense | 484 | 1,543 |
Deferred taxes | 181 | 515 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,361) | (4,094) |
Prepaid expenses and other assets | (761) | (802) |
Deferred contract acquisition costs | 0 | (356) |
Accounts payable | (1,226) | 4,411 |
Accrued expenses and other liabilities | 6,530 | 1,931 |
Lease liabilities | (884) | (981) |
Deferred revenue | (1,347) | (2,624) |
Net cash used in operating activities | (29,300) | (74,224) |
Investing activities: | ||
Acquisitions, net of cash acquired | (14,279) | 0 |
Capitalized internal-use software | (13,889) | (15,576) |
Purchases of property and equipment | (3,344) | (4,028) |
Net cash used in investing activities | (31,512) | (19,604) |
Financing activities: | ||
Proceeds from issuance of common stock upon exercise of stock options | 925 | 1,225 |
Treasury stock to satisfy tax withholdings on stock compensation awards | (12,176) | (9,523) |
Proceeds from employee stock purchase plan | 2,782 | 2,832 |
Finance lease payments | (5,156) | (4,316) |
Constructive financing | 1,688 | 0 |
Principal payments on financing agreements | (318) | (216) |
Debt issuance costs and loan facility fee payments | (250) | (397) |
Net cash used in financing activities | (12,505) | (10,395) |
Net decrease in cash and cash equivalents | (73,317) | (104,223) |
Cash and cash equivalents – beginning of period | 176,683 | 313,812 |
Cash and cash equivalents – end of period | 103,366 | 209,589 |
Supplemental information of non-cash investing and financing information: | ||
Operating lease assets acquired in exchange for operating lease liabilities | 346 | 0 |
Property and equipment acquisitions through finance leases | 7,438 | 526 |
Purchase of property and equipment and capitalized software included in current liabilities | 2,911 | 3,354 |
Capitalized stock-based compensation | 1,023 | 1,036 |
Issuance of stock to settle liabilities for stock-based compensation | 10,641 | 10,852 |
Issuance of stock as consideration in business combinations | 35,321 | 0 |
Deferred consideration liabilities payable in business combinations | 10,294 | 0 |
Capitalized software acquired through vendor financing | 2,047 | 0 |
Cash paid for: | ||
Interest | $ 649 | $ 647 |
Background and liquidity
Background and liquidity | 9 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and liquidity | Background and liquidity (a) Background Phreesia, Inc. (the "Company") is a leading provider of comprehensive software solutions that improve the operational and financial performance of healthcare organizations by activating patients in their care to optimize patient health outcomes. Through the SaaS-based technology platform (the "Phreesia Platform" or "Platform"), the Company offers healthcare services clients a robust suite of integrated solutions that manage patient access, registration and payments. The Company’s Platform also provides life sciences companies, health plans and other payer organizations (payers), patient advocacy, public interest and other not-for-profit organizations with a channel for direct communication with patients. In connection with the patient intake and registration process, Phreesia offers its healthcare services clients the ability to lease tablets ("PhreesiaPads") and on-site kiosks ("Arrivals Kiosks") along with their monthly subscription. The Company was formed in May 2005. (b) Liquidity Since the Company commenced operations, it has not generated sufficient revenue to meet its operating expenses and has continued to incur significant net losses. To date, the Company has primarily relied upon the proceeds from issuances of common stock, debt and preferred stock to fund its operations as well as sales of Company products and services in the normal course of business. Management believes that net losses and negative cash flows will continue for at least the next year. As of October 31, 2023, the Company was party to the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”), as amended by the First Loan Modification Agreement (the “Third SVB Facility”), which contained certain restrictive covenants including a covenant that limited the Company's ability to retain specified levels of cash in accounts outside of SVB. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation. On March 27, 2023, SVB was acquired by First Citizens Bank. Prior to these events, on March 9, 2023, we transferred a substantial portion of our cash and cash equivalents from SVB to other financial institutions. Between March 10, 2023 and November 6, 2023, the Company obtained a series of consents from SVB to, among other things, hold cash and cash equivalents outside of SVB through December 31, 2023 in excess of the limit stipulated in the Third SVB Facility. The consents also served to permit the Company to borrow against the Third SVB Facility upon returning sufficient cash and cash equivalents to its SVB accounts to comply with the covenant described above, and maintaining compliance with all other covenants under the Third SVB Facility. The SVB developments noted above did not materially impact the Company's financial position or its operations as of and for the period ended October 31, 2023. The Company has determined that all of its cash and cash equivalents continue to be available for use by the Company. On December 4, 2023, the Company entered into a credit agreement with Capital One N.A. containing a senior secured asset-based revolving credit facility with an available borrowing capacity of up to $50.0 million (the “Capital One Credit Facility”). On December 4, 2023, the Company also terminated the Third SVB Facility. See Note 16 - Subsequent events for additional information regarding the Capital One Credit Facility and the termination of the Third SVB Facility. The Company may seek to obtain additional financing, if needed, to successfully implement its long-term strategy. |
Basis of presentation
Basis of presentation | 9 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation (a) Consolidated financial statements The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and regulations of the Securities and Exchange Commission ("SEC") regarding quarterly financial reporting and include the accounts of Phreesia, Inc., its branch operation in Canada and its consolidated subsidiaries (or collectively, the "Company"). (b) Fiscal year The Company’s fiscal year ends on January 31. References to fiscal 2024 and 2023 refer to the fiscal years ending on January 31, 2024 and January 31, 2023, respectively. (c) Unaudited interim financial statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s interim financial position as of October 31, 2023 and the results of its operations, changes in its stockholders' equity and its cash flows for the periods ended October 31, 2023 and 2022. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The results for the interim periods are not necessarily indicative of results to be expected for the full year, any other interim periods, or any future year or period. The Company’s management believes that the disclosures herein are adequate to make the information presented not misleading when read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended January 31, 2023. (d) Network solutions revenue During the year ended January 31, 2023, the Company relabeled its Life sciences category of revenue presented on its Consolidated Statements of Operations to Network solutions revenue. The Company’s Network solutions revenue includes fees from life sciences and payer clients for delivering direct communications to help activate, engage and educate patients about topics critical to their health using the Phreesia Platform. During the three and nine months ended October 31, 2022, the Company's Network solutions revenue was generated by its life sciences clients. There have been no changes to previously reported revenues. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The Company’s significant accounting policies are disclosed in the audited financial statements for the fiscal year ended January 31, 2023. Since the date of those audited financial statements, there have been no material changes to the Company’s significant accounting policies, including the status of recent accounting pronouncements, other than those detailed below. (a) Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments. Although management believes its estimates and assumptions are reasonable under the circumstances at the time they are made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Actual results could differ from those estimates made under different assumptions or circumstances. The most significant assumptions and estimates relate to the allowance for doubtful accounts, capitalized internal-use software, the determination of the useful lives of property and equipment, the fair value of securities underlying stock-based compensation, the fair value of identifiable assets and liabilities and contingent consideration in business acquisitions, and the realization of deferred tax assets. (b) Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and settlement assets. The Company’s cash and cash equivalents are held by established financial institutions. The Company does not require collateral from its customers and generally requires payment within 30 to 60 days of billing. Settlement assets are amounts due from well-established payment processing companies and normally take one two The Company’s customers are primarily physician’s offices and other healthcare services organizations located in the United States as well as pharmaceutical companies. The Company did not have any individual customers that represented more than 10% of total revenues for the three and nine months ended October 31, 2023 and 2022. As of both October 31, 2023 and January 31, 2023, the Company had receivables from at least one entity that accounted for at least 10% of total accounts receivable. (c) Risks and uncertainties The Company is subject to a variety of risk factors, including the economy, data privacy and security laws and government regulations. Additionally, the Company is subject to other risks associated with the markets in which it operates including reliance on third-party vendors, partners, and service providers. The Company supplements its workforce with contractors and consultants, including a substantial number of contractors and consultants in international locations. Certain of the Company's service providers, including certain third-party software developers, are located in international locations subject to warfare and/or political and economic instability, such as Ukraine and India. As with any business, operation of the Company involves risk, including the risk of service interruption impacting the operations of the Company's business and the Company's customer’s facilities below expected levels of operation, shut downs due to the breakdown or failure of information technology and communications systems, changes in laws or regulations, political and economic instability, or catastrophic events such as fires, earthquakes, floods, explosions, global health concerns such as pandemics or other similar occurrences affecting the delivery of our productions and services. The occurrence of any of these events could significantly reduce or eliminate revenues generated, or significantly increase the expenses of the Company's operations, adversely impacting the Company’s operating results and the Company's ability to meet the Company's obligations and commitments. (d) New accounting pronouncements Impact of recently adopted accounting pronouncements During the three and nine months ended October 31, 2023, the Company did not adopt any accounting pronouncements that materially impacted the Company's financial statements. Recent accounting pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting. The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280 – Segment Reporting. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Companies are required to apply ASU 2023-07 retrospectively to all periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on its financial statements and related disclosures. There are no other recently issued accounting pronouncements the Company has not yet adopted that will materially impact the Company's consolidated financial statements. |
Composition of certain financia
Composition of certain financial statement captions | 9 Months Ended |
Oct. 31, 2023 | |
Composition of Certain Financial Statements [Abstract] | |
Composition of certain financial statement captions | Composition of certain financial statement captions (a) Accrued expenses Accrued expenses as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Payroll-related expenses and taxes $ 8,886 $ 10,345 Payment processing fees liability 5,200 4,796 Acquisition-related liabilities 413 96 Tax liabilities 4,398 1,491 Information technology 6,532 2,249 Other 2,861 2,833 Total $ 28,290 $ 21,810 (b) Other current liabilities and other long-term liabilities Other current liabilities and other long-term liabilities as of October 31, 2023 were $5,790 and $4,286, respectively. There were no other current liabilities and other long-term liabilities recorded as of January 31, 2023. Other current liabilities and other long-term liabilities represent liabilities payable to the former equity holders of ConnectOnCall. See Note 15 - Acquisitions for additional information regarding the acquisition of ConnectOnCall. (c) Property and equipment Property and equipment as of October 31, 2023 and January 31, 2023 are as follows: Useful Life (years) October 31, 2023 January 31, 2023 PhreesiaPads and Arrivals Kiosks 3 $ 17,976 $ 17,932 Computer equipment 3 62,391 54,485 Computer software 3 to 5 11,474 8,571 Hardware development 3 574 529 Total property and equipment $ 92,415 $ 81,517 Less accumulated depreciation (72,516) (59,847) Property and equipment — net $ 19,899 $ 21,670 Depreciation expense related to property and equipment amounted to $4,483 and $4,865 for the three months ended October 31, 2023 and 2022, respectively. Depreciation expense related to property and equipment amounted to $13,231 and $13,363 for the nine months ended October 31, 2023 and 2022, respectively. Assets acquired under finance leases included in computer equipment were $35,250 and $27,813 as of October 31, 2023 and January 31, 2023, respectively. Accumulated amortization of assets under finance leases was $25,773 and $20,657 as of October 31, 2023 and January 31, 2023, respectively. (d) Capitalized internal use software For the three months ended October 31, 2023 and 2022, the Company capitalized $5,244 and $5,758, respectively, of costs related to the Phreesia Platform. For the nine months ended October 31, 2023 and 2022, the Company capitalized $15,615 and $18,153, respectively, of costs related to the Phreesia Platform. During the three months ended October 31, 2023 and 2022, amortization expense related to capitalized internal-use software was $2,192 and $1,476, respectively. During the nine months ended October 31, 2023 and 2022, amortization expense related to capitalized internal-use software was $6,508 and $3,992, respectively. (e) Intangible assets and goodwill On June 30, 2023, the Company entered into an agreement to acquire Comsort, Inc. d/b/a MediFind ("MediFind") (the "MediFind Acquisition"). The Company acquired certain intangible assets and goodwill in connection with the MediFind Acquisition. See Note 15 - Acquisitions for additional information regarding the MediFind Acquisition. On August 11, 2023, the Company entered into an agreement to acquire Access eForms, LLC ("Access") (the "Access Acquisition"). The Company acquired certain intangible assets and goodwill in connection with the Access Acquisition. See Note 15 - Acquisitions for additional information regarding the Access Acquisition. On October 3, 2023, the Company entered into an agreement to acquire ConnectOnCall.com, LLC ("ConnectOnCall") (the "ConnectOnCall Acquisition"). The Company acquired certain intangible assets and goodwill in connection with the ConnectOnCall Acquisition. See Note 15 - Acquisitions for additional information regarding the ConnectOnCall Acquisition. The tables set forth below include intangible assets and goodwill acquired in all of the Company's acquisitions. The following presents the details of intangible assets as of October 31, 2023 and January 31, 2023: Useful Life (years) October 31, 2023 January 31, 2023 Acquired technology 5 to 7 $ 9,310 $ 1,410 Customer relationship 7 to 10 17,940 6,340 License 15 6,200 6,200 Trademarks 15 3,100 — Total intangible assets, gross carrying value $ 36,550 $ 13,950 Less accumulated amortization (4,044) (2,549) Net carrying value $ 32,506 $ 11,401 The remaining useful life for acquired technology in years was 6.2 and 2.7 as of October 31, 2023 and January 31, 2023, respectively. The remaining useful life for customer relationships in years was 12.6 and 8.3 as of October 31, 2023 and January 31, 2023, respectively. The remaining useful life for the license to the Patient Activation Measure ("PAM"®) in years was 13.1 and 13.8 as of October 31, 2023 and January 31, 2023, respectively. The remaining useful life for the trademarks in years was 14.8 as of October 31, 2023. Amortization expense associated with intangible assets amounted to $788 and $341 for the three months ended October 31, 2023 and 2022, respectively. Amortization expense associated with intangible assets amounted to $1,495 and $1,028 for the nine months ended October 31, 2023 and 2022, respectively. The estimated amortization expense for intangible assets for the next five years and thereafter is as follows as of October 31, 2023: October 31, 2023 2024 (Remaining three months) $ 882 Fiscal Years Ending January 31, 2025 3,481 2026 3,450 2027 3,157 2028 - thereafter 21,536 Total $ 32,506 The following table presents a roll-forward of goodwill for the nine months ended October 31, 2023: Balance at January 31, 2023 $ 33,736 Goodwill acquired during the period ended October 31, 2023 41,732 Balance at October 31, 2023 $ 75,468 For the three months ended October 31, 2023, the Company completed its quarterly triggering event assessments and determined that the decline in the market value of its publicly-traded stock, which resulted in a corresponding decline in its market capitalization, constituted a triggering event. Due to the decline in the Company’s market capitalization during the quarter, the Company has evaluated whether changes in the Company’s market capitalization indicate that the carrying value of goodwill in the Company’s single reporting unit is impaired. As of October 31, 2023 and throughout the three and nine months ended October 31, 2023, the Company’s market capitalization exceeded the carrying value of the Company’s equity by over 100%. As a result, the Company does not believe that changes in the Company’s market capitalization during the three and nine months ended October 31, 2023 indicate that that the carrying amount of the Company’s goodwill is impaired as of October 31, 2023. (f) Accounts receivable Accounts receivable as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Billed $ 51,593 $ 51,458 Unbilled 7,402 989 Total accounts receivable, gross $ 58,995 $ 52,447 Less accounts receivable allowances (1,556) (1,053) Total accounts receivable $ 57,439 $ 51,394 Activity in the Company's allowance for doubtful accounts was as follows for the nine months ended October 31, 2023: October 31, 2023 Balance, January 31, 2023 $ 1,053 Bad debt expense 312 Increases due to acquisitions 681 Write-offs and adjustments (490) Balance, October 31, 2023 $ 1,556 The Company’s allowance for doubtful accounts represents the current estimate of expected future losses based on prior bad debt experience as well as considerations for specific customers as applicable. The Company's accounts receivable are considered past due when they are outstanding past the due date listed on the invoice to the customer. The Company writes off accounts receivable and removes the associated allowance for doubtful accounts when the Company deems the receivables to be uncollectible. (g) Prepaid and other current assets Prepaid and other current assets as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Prepaid software and business systems $ 4,667 $ 3,426 Prepaid data center expenses 3,375 2,389 Prepaid insurance 1,945 1,552 Other prepaid expenses and other current assets 3,588 3,342 Total prepaid and other current assets $ 13,575 $ 10,709 (h) Cloud computing implementation costs The Company enters into cloud computing service contracts to support its sales and marketing, product development and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within Prepaid expenses and other current assets and within other assets on its consolidated balance sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption in the consolidated statements of operations as the related cloud subscription. As of both October 31, 2023 and January 31, 2023 capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $1,532. Accumulated amortization of capitalized implementation costs for these arrangements was $917 and $610 as of October 31, 2023 and January 31, 2023, respectively. (i) Other expense, net Other expense, net for the three months ended October 31, 2023 and 2022 was $47 and $211, respectively. Other expense, net for the nine months ended October 31, 2023 and 2022 was $39 and $204, respectively. For all periods presented, other expense, net was composed primarily of foreign exchange losses and other miscellaneous expenses. |
Revenue and contract costs
Revenue and contract costs | 9 Months Ended |
Oct. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and contract costs | Revenue and contract costs The Company generates revenue primarily from providing an integrated SaaS-based software and payment platform for the healthcare industry. The Company derives revenue from subscription fees and related services generated from the Company’s healthcare services clients for access to the Phreesia Platform, payment processing fees based on patient payment volume, and fees from life sciences and payer clients for delivering direct communications to patients using the Phreesia Platform. The amount of subscription and related services revenue recorded pursuant to ASC 842 for the leasing of the Company’s PhreesiaPads and Arrivals Kiosks was $2,520 and $2,560 for the three months ended October 31, 2023 and 2022, respectively. The amount of subscription and related services revenue recorded pursuant to ASC 842 for the leasing of the Company’s PhreesiaPads and Arrivals Kiosks was $7,785 and $7,534 for the nine months ended October 31, 2023 and 2022, respectively. Contract balances The following table represents a roll-forward of contract assets: January 31, 2023 $ 989 Amount transferred to receivables from beginning balance of contract assets (967) Contract assets added from acquisitions 420 Contract asset additions, net of reclassification to receivables 6,960 October 31, 2023 $ 7,402 The following table represents a roll-forward of deferred revenue: January 31, 2023 $ 17,813 Revenue recognized that was included in deferred revenue at the beginning of the period (14,961) Deferred revenue added from acquisitions 5,665 Net increase in current period deferred revenue 13,614 October 31, 2023 $ 22,131 Cost to obtain a contract The Company capitalizes certain incremental costs to obtain customer contracts and amortizes these costs over a period of benefit that the Company has estimated to be three The following table represents a roll forward of deferred contract acquisition costs: Beginning balance, January 31, 2023 $ 2,810 Amortization of deferred contract acquisition costs (855) Ending balance, October 31, 2023 $ 1,955 Deferred contract acquisition costs, current (to be amortized in next 12 months) $ 777 Deferred contract acquisition costs, non-current 1,178 Total deferred contract acquisition costs $ 1,955 |
Finance leases and other debt
Finance leases and other debt | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Finance leases and other debt | Finance leases and other debt As of October 31, 2023 and January 31, 2023, the Company had the following outstanding finance lease liabilities and other debt: October 31, 2023 January 31, 2023 Finance leases $ 9,933 $ 7,651 Financing arrangements 3,527 46 Accrued interest and payments 138 200 Total finance lease liabilities and other debt $ 13,598 $ 7,897 Less - current portion of finance lease liabilities and other debt (6,753) (5,172) Long-term finance lease liabilities and other debt $ 6,845 $ 2,725 (a) Finance leases See Note 10 - Leases for more information regarding finance leases. (b) Financing agreements On June 8, 2023, the Company entered into a software licensing financing agreement (the "financing agreement") in order to finance its software, equipment and service licenses. As of October 31, 2023, there was $3,527 in outstanding principal and interest due under the financing agreement. The financing agreement requires the Company to pay $123 per month for 36 months beginning August 2023. The effective interest rate on the financing agreement is 10.5% per annum. (c) Amended and Restated Loan and Security Agreement On February 28, 2019 (the "Effective Date"), the Company entered into the Amended and Restated Loan and Security Agreement (the "First SVB Facility") that provided for a $20,000 term loan. On May 5, 2020 (the "Second SVB Effective Date"), the Company entered into the Second SVB Facility. The Second SVB Facility modified the First SVB Facility. The Second SVB Facility provided for a revolving credit facility with an initial borrowing capacity of $50,000. The borrowing capacity could be increased to $65,000 at the sole discretion of Silicon Valley Bank. Upon entering into the Second SVB Facility, the Company borrowed $20,663 against the revolving credit facility and used the proceeds to repay all amounts due under the First SVB Facility term loan. The Company repaid the balance on the Second SVB Facility during the fiscal year ended January 31, 2021. On March 28, 2022 (the "Third SVB Effective Date"), the Company entered into a First Loan Modification Agreement to the Second SVB Facility (as amended, the "Third SVB Facility") to increase the borrowing capacity from $50,000 to $100,000 and to reduce the interest rate on the facility. Borrowings under the Third SVB Facility are payable on May 5, 2025. Borrowings under the Third SVB Facility bear interest, which is payable monthly, at a floating rate equal to the greater of 3.25% or the Wall Street Journal Prime Rate minus 0.5%. As of October 31, 2023, the interest rate on the Third SVB Facility was 8.00%. In addition to principal and interest due under the revolving credit facility, the Company is required to pay an annual commitment fee of approximately $250 per year and a quarterly fee of 0.15% per annum of the average unused revolving line under the facility. The Company had $100,000 of availability under the facility as of October 31, 2023. In the event that the Company terminates the Third SVB Facility prior to May 5, 2024, the Company will be required to pay a termination fee of up to 1.5% of borrowing capacity based on the length of time between termination and maturity. Any Company obligations under the Third SVB Facility are secured by a first priority security interest in substantially all of its assets, other than intellectual property. The Third SVB Facility includes a financial covenant that requires the Company to maintain a minimum Adjusted Quick Ratio as defined in the Third SVB Facility. The Third SVB Facility also includes a financial covenant that requires the Company to achieve certain profitability and liquidity thresholds. The financial covenant will not be effective if the Company maintains certain levels of liquidity as defined. Additionally, the Third SVB Facility contains a covenant limiting the amount of cash and cash equivalents the Company can hold outside SVB. The Third SVB Facility also contains customary events of default. The Company was in compliance with all covenants related to the Third SVB Facility as of October 31, 2023. As of October 31, 2023 and January 31, 2023, there was no debt outstanding related to the Third SVB Facility. As a result, the Company presented all unamortized deferred costs within other assets as of October 31, 2023 and January 31, 2023, respectively. The Company is amortizing the remaining unamortized costs over the remaining term of the Third SVB Facility. Maturities of finance leases and other debt, in each of the next five years and thereafter are as follows: Total Finance Leases Other Debt 2024 (Remaining three months) $ 2,069 $ 1,651 $ 418 Fiscal year ending January 31: 2025 6,198 5,000 1,198 2026 4,124 2,794 1,330 2027 1,207 488 719 2028 — — — Total maturities of finance leases and other debt $ 13,598 $ 9,933 $ 3,665 The following table presents the components of interest income (expense), net: Three months ended Nine months ended 2023 2022 2023 2022 Interest expense (1) $ (517) $ (456) $ (1,230) $ (1,150) Interest income 1,040 517 3,257 622 Interest income (expense), net $ 523 $ 61 $ 2,027 $ (528) (1) Includes amortization of deferred financing costs and original issue discount. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity (a) Common stock The Company closed an IPO on July 22, 2019 and filed an Amended and Restated Certificate of Incorporation authorizing the issuance of up to 500,000,000 shares of common stock, par value $0.01 per share. In connection with the MediFind Acquisition, on June 30, 2023, the Company issued 150,786 shares of common stock, par value $0.01 per share, to the former owners of MediFind as partial consideration to acquire MediFind. On July 3, 2023, the Company filed a prospectus supplement to register the shares with the SEC. See Note 15 - Acquisitions for additional information regarding the MediFind Acquisition. In connection with the Access Acquisition, on August 11, 2023, the Company issued 1,096,436 shares of common stock, par value $0.01 per share, to the former members of Access as partial consideration to acquire Access. On August 14, 2023, the Company filed a prospectus supplement to register the shares with the SEC. See Note 15 - Acquisitions for additional information regarding the Access Acquisition. (b) Treasury stock The Company's equity-based compensation plan allows for the grant of non-vested stock options, restricted stock units ("RSUs") and total shareholder return ("TSR") performance-based stock units ("PSUs") to its employees pursuant to the terms of its stock option and incentive plans (See Note 8). Until September 2023, under the provision of the plans, for RSU and PSU awards, unless otherwise elected, employee participants fulfilled their related income tax withholding obligation by having shares withheld at the time of vesting. The shares withheld were then transferred to the Company's treasury stock at cost. Beginning in September 2023, employee participants fulfilled their related tax withholding obligation by selling vested shares at the time of vesting in non-discretionary transactions pursuant to the Company’s mandatory sell-to-cover policy (sell-to-cover). The proceeds from the employee participants’ sales of vested shares is remitted to the Company to cover the tax withholding payments to tax authorities. No shares are transferred to the Company’s treasury stock in connection with tax withholdings funded by an employee participant’s sale of vested shares to cover taxes. |
Equity-based compensation
Equity-based compensation | 9 Months Ended |
Oct. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based compensation | Equity-based compensation (a) Equity award plans In January 2018, the Board of Directors adopted the Company’s 2018 Stock Option Plan (as amended, the "2018 Stock Option Plan") which provided for the issuance of options to purchase up to 3,048,490 shares of the Company’s common stock to officers, directors, employees, and consultants. The option exercise price per share is determined by the Board of Directors based on the estimated fair value of the Company’s common stock. In June 2019, the Board of Directors adopted the Company’s 2019 Stock Option and Incentive Plan (the "2019 Plan"), which replaced the 2018 Stock Option Plan upon the completion of the IPO. The 2019 Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") to make equity-based incentive awards including stock options, RSUs and PSUs to the Company’s officers, employees, directors, and consultants. The initial reserve for the issuance of awards under this plan was 2,139,683 shares of common stock. The initial number of shares reserved and available for issuance automatically increased on February 1, 2020 and automatically increases each February 1 thereafter by 5% of the number of shares of common stock outstanding on the immediately preceding January 31 (or such lesser number of shares determined by the Compensation Committee). As the 2018 Stock Option Plan was replaced by the 2019 Plan, all grants of stock options, RSUs and PSUs during the nine months ended October 31, 2023 were made pursuant to the 2019 plan, respectively. In June 2019, the Board of Directors also adopted the Company’s 2019 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The total shares of common stock initially reserved under the ESPP was limited to 855,873 shares. The Company's fiscal 2023 and fiscal 2024 incentive bonuses allow eligible employees to elect to receive all or a portion of their fiscal 2023 and fiscal 2024 incentive compensation in the form of immediately vested restricted stock units instead of cash. In July 2023, the Board of Directors also adopted the Company’s 2023 Inducement Award Plan (the "Inducement Plan"). The Inducement Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") or its delegates to make equity-based incentive awards including stock options, RSUs and PSUs to employees of acquired companies to induce them to join the Company. The total shares of common stock initially reserved under the Inducement Plan was 500,000 shares. As of October 31, 2023, there are 4,865,943 shares available for future grant pursuant to the 2019 Plan after factoring in the automatic increase which occurs on February 1 of each fiscal year, as well as an additional 514,045 shares available for future grant pursuant to the ESPP. The ESPP has two six-month offering periods each calendar year beginning in January and July. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount through payroll deductions. As of October 31, 2023, there were 24,258 outstanding restricted stock units and 475,742 shares available for future grant under the Inducement Plan. (b) Summary of stock-based compensation The following table sets forth stock-based compensation by type of award: Three months ended Nine months ended 2023 2022 2023 2022 RSUs $ 13,402 $ 10,632 $ 40,004 $ 31,333 Liability awards 1,820 1,994 6,623 5,568 PSUs 2,751 1,807 7,146 5,253 ESPP 299 357 954 1,166 Stock options — 333 45 1,207 Total stock based compensation $ 18,272 $ 15,123 $ 54,772 $ 44,527 The following table sets forth the presentation of stock-based compensation in the Company's financial statements: Three months ended Nine months ended 2023 2022 2023 2022 Stock-based compensation expense recorded to additional paid-in capital $ 16,452 $ 13,129 $ 48,149 $ 38,959 Stock-based compensation expense recorded to accrued expenses 1,820 1,994 6,623 5,568 Total stock-based compensation $ 18,272 $ 15,123 $ 54,772 $ 44,527 Less stock-based compensation expense capitalized as internal-use software (309) (341) (1,023) (1,036) Stock-based compensation expense per consolidated statements of operations $ 17,963 $ 14,782 $ 53,749 $ 43,491 The Company has not recognized and does not expect to recognize in the foreseeable future, any tax benefit related to employee stock-based compensation expense. (c) Restricted stock units The Company has issued restricted stock units to employees and independent directors that vest based on a time-based condition. For RSUs granted to employees prior to January 2021, pursuant to a time-based condition, 10% of the restricted stock units vest after one year, 20% vest after two years, 30% vest after three years and 40% vest after four years. The restricted stock units expire seven years from the grant date. During the year ended January 31, 2023, the Company modified the vesting of RSUs granted subsequent to January 1, 2021 for employees other than its named executive officers listed in its 2022 proxy statement ("2022 NEOs") and other members of its executive management team. Pursuant to the modified vesting schedule, RSUs granted after January 1, 2021 for employees other than 2022 NEOs and other members of its executive management team vest 6.25% each quarter over four years based on continued service. For 2022 NEOs and other members of the Company's executive management team, RSUs granted from January 1, 2022 vest 6.25% each quarter over four years based on continued service. Beginning January 2023, all new RSUs granted generally vest 25% each year over four years based on continued service. Additionally, at the beginning of each fiscal year, the Company provides certain employees the option to settle their incentive bonus in immediately vested RSUs. During the nine months ended October 31, 2023, the Company issued 339,352 immediately vested RSUs to settle full-year fiscal 2023 share-settled bonus awards. The RSUs granted to settle bonus awards are included in RSUs granted and vested in the table below. See section (g) Liability awards below for additional information regarding share-settled bonus awards. Restricted stock units Unvested, January 31, 2023 3,917,753 Granted in nine months ended October 31, 2023 (1) 2,135,772 Vested (1,239,562) Forfeited and expired (450,626) Unvested, October 31, 2023 4,363,337 (1) Includes 24,258 awards granted pursuant to the 2023 Inducement Award Plan. As of October 31, 2023, there is $113,316 remaining of total unrecognized compensation cost related to these awards. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.68 years. (d) Stock options Options granted under the equity award plans have a maximum term of ten years and vest over a period determined by the Board of Directors (generally four years from the date of grant or the commencement of the grantee’s employment with the Company). Options generally vest 25% at the one-year anniversary of the grant date, after which point they generally vest pro rata on a monthly basis. Number of Weighted- Weighted- Aggregate Outstanding — January 31, 2023 1,385,193 $ 6.26 Granted in nine months ended October 31, 2023 — $ — Exercised (246,480) $ 3.34 Forfeited and expired (12,474) $ 5.87 Outstanding and expected to vest — October 31, 2023 1,126,239 $ 6.90 4.79 $ 7,613 Exercisable — October 31, 2023 1,126,239 $ 6.90 4.79 $ 7,613 Amount vested in nine months ended October 31, 2023 24,565 $ 13.41 The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the market value of the Company’s common stock. The total intrinsic value of options exercised for the nine months ended October 31, 2023 and 2022 (based on the difference between the Company’s estimated stock price on the exercise date and the respective exercise price, multiplied by the number of options exercised), was $6,034 and $4,661, respectively. (e) TSR performance-based restricted stock units (“PSUs”) The Company grants PSUs to certain members of its management team. PSUs vest over approximately three years from the grant date upon satisfaction of both time-based requirements and market targets based on Phreesia's TSR relative to the TSR of each member of the Russell 3000 Index (the "Peer Group"). Depending on the percentage level at which the market-based condition is satisfied, the number of shares vesting could be between 0% and 220% of the number of PSUs originally granted. To earn the target number of PSUs (which represents 100% of the number of PSUs granted), the Company must perform at the 60th percentile, with the maximum number of PSUs earned if the Company performed at least at the 90th percentile. If Phreesia's TSR for the performance period is negative, the maximum number of PSUs that can be earned will be capped at 100%. The Company estimated the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the Peer Group over the performance period. The Company recognizes the grant date fair value of PSUs as compensation expense over the vesting period. Market-based PSU activity for the nine months ended October 31, 2023 are as follows: Performance stock units Outstanding, January 31, 2023 648,233 Granted in nine months ended October 31, 2023 13,492 Vested — Forfeited and expired (74,472) Outstanding, October 31, 2023 587,253 As of October 31, 2023, unrecognized compensation cost related to PSUs was $15,858, to be recognized on a straight-line basis over a weighted average term of 1.8 years, subject to the participants' continued employment with the Company. (f) Employee stock purchase plan The ESPP is a compensatory plan because it provides participants with terms that are more favorable than those offered to other holders of the Company's common stock. Employees purchase shares at the lesser of (1) 85% of the closing stock price on the first day of the offering period or (2) 85% of the closing stock price on the last day of the offering period. In the U.S., t he ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986. During the three and nine months ended October 31, 2023, the Company issued 70,123 shares of common stock under the ESPP. In connection with these issuances, the Company recorded increases of $1,838 to common stock and additional paid-in capital within stockholders' equity. As of October 31, 2023, unrecognized compensation cost related to the ESPP was $186, to be recognized over the next two months. (g) Liability awards At the beginning of each year, the Company provides eligible employees the option to elect to receive all or a portion of their incentive compensation in the form of immediately vested restricted stock units instead of cash. Restricted stock units issued to settle liability awards are covered by the 2019 Plan. Share-settled bonus awards will be settled at a value equal to 115% of the bonuses converted. These share-settled bonus awards vest based on the achievement of the Company’s predefined performance targets. As share-settled bonus awards will be settled in a variable number of shares, the Company classifies share-settled bonus awards as liabilities within accrued expenses in the accompanying consolidated balance sheets until they are settled in shares and included in stockholders' equity. During the nine months ended October 31, 2023, the Company settled $8,803 of share-settled bonus awards by issuing 339,352 immediately vested RSUs. See (c) Restricted Stock Units above for additional discussion regarding RSUs. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Oct. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following table presents information about the Company's assets and liabilities that are measured at fair value as of October 31, 2023 and indicates the classification of each item within the fair value hierarchy (in thousands): Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance as of October 31, 2023 Money market mutual funds $ 71,146 $ — $ — $ 71,146 Total assets $ 71,146 $ — $ — $ 71,146 The following table presents information about the Company's assets and liabilities that are measured at fair value as of January 31, 2023 and indicates the classification of each item within the fair value hierarchy (in thousands): Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance as of January 31, 2023 Money market mutual funds $ 163,563 $ — $ — $ 163,563 Total assets $ 163,563 $ — $ — $ 163,563 The carrying value of the Company’s short-term financial instruments, including accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. The carrying value of the Company's debt approximates fair value because the interest rates approximate market rates and the debt maturities are relatively short-term. The Company did not have any transfers of assets and liabilities between levels of the fair value measurement hierarchy during both the three and nine months ended October 31, 2023 and 2022. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases (a) Phreesia as Lessee The Company leases office premises and third-party data center space in the U.S. under operating leases which expire on various dates through March 2027. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The Company has also entered into various finance lease arrangements for computer equipment. These agreements are typically three years and are secured by the underlying equipment. For office leases and leased equipment, the Company has elected the practical expedient to not separate lease and non-lease components, and as such, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance. As of October 31, 2023, for operating leases, the weighted-average remaining lease term is 1.4 years and the weighted-average discount rate is 5.2%. As of October 31, 2023, for finance leases, the weighted-average remaining lease term is 1.9 years, and the weighted-average discount rate is 6.1%. The components of lease expense for the nine months ended October 31, 2023 were as follows: October 31, 2023 Operating leases: Operating lease cost $ 515 Variable lease cost 47 Total operating lease cost $ 562 Finance leases: Amortization of right-of-use assets $ 5,117 Interest on lease liabilities 439 Total finance lease cost $ 5,556 The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2023: October 31, 2023 Operating Finance Maturity of lease liabilities 2024 (remaining three months) $ 228 $ 1,764 Fiscal year ending January 31, 2025 404 5,343 2026 86 2,986 2027 42 521 Thereafter 7 — Total future minimum lease payments $ 767 $ 10,614 Less: interest (22) (681) Present value of lease liabilities $ 745 $ 9,933 Other supplemental cash flow information for the nine months ended October 31, 2023 was as follows: October 31, 2023 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 962 Operating cash used for finance leases 395 Financing cash used for finance leases 5,156 Total $ 6,513 Right-of-use assets obtained in exchange for lease liabilities: Operating $ 346 Finance 7,438 Total $ 7,784 (b) Phreesia as Lessor In connection with the patient intake and registration process, Phreesia offers its customers the ability to lease PhreesiaPads and Arrivals Kiosks along with their monthly subscription. These rentals fall under the guidance of ASC 842. The Company elected the practical expedient to not separate lease and non-lease components. More specifically, all contractual hardware maintenance is included with the hardware lease components. The leases contain no variable lease payments, no options to extend the lease that are reasonably certain to be exercised, and do not give the lessee an option to purchase the hardware at the end of the lease term. Additionally, the lease term does not represent a major part of the remaining economic life of the assets, and the present value of the lease payments does not equal or exceed substantially all of the fair value of the assets. As a result, all leased hardware in the SaaS arrangements are classified as operating leases. During the three and nine months ended October 31, 2023, the Company recognized $2,520 and $7,785, respectively, in subscription and related services revenue related to the leasing of PhreesiaPads and Arrivals Kiosks. |
Leases | Leases (a) Phreesia as Lessee The Company leases office premises and third-party data center space in the U.S. under operating leases which expire on various dates through March 2027. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The Company has also entered into various finance lease arrangements for computer equipment. These agreements are typically three years and are secured by the underlying equipment. For office leases and leased equipment, the Company has elected the practical expedient to not separate lease and non-lease components, and as such, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance. As of October 31, 2023, for operating leases, the weighted-average remaining lease term is 1.4 years and the weighted-average discount rate is 5.2%. As of October 31, 2023, for finance leases, the weighted-average remaining lease term is 1.9 years, and the weighted-average discount rate is 6.1%. The components of lease expense for the nine months ended October 31, 2023 were as follows: October 31, 2023 Operating leases: Operating lease cost $ 515 Variable lease cost 47 Total operating lease cost $ 562 Finance leases: Amortization of right-of-use assets $ 5,117 Interest on lease liabilities 439 Total finance lease cost $ 5,556 The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2023: October 31, 2023 Operating Finance Maturity of lease liabilities 2024 (remaining three months) $ 228 $ 1,764 Fiscal year ending January 31, 2025 404 5,343 2026 86 2,986 2027 42 521 Thereafter 7 — Total future minimum lease payments $ 767 $ 10,614 Less: interest (22) (681) Present value of lease liabilities $ 745 $ 9,933 Other supplemental cash flow information for the nine months ended October 31, 2023 was as follows: October 31, 2023 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 962 Operating cash used for finance leases 395 Financing cash used for finance leases 5,156 Total $ 6,513 Right-of-use assets obtained in exchange for lease liabilities: Operating $ 346 Finance 7,438 Total $ 7,784 (b) Phreesia as Lessor In connection with the patient intake and registration process, Phreesia offers its customers the ability to lease PhreesiaPads and Arrivals Kiosks along with their monthly subscription. These rentals fall under the guidance of ASC 842. The Company elected the practical expedient to not separate lease and non-lease components. More specifically, all contractual hardware maintenance is included with the hardware lease components. The leases contain no variable lease payments, no options to extend the lease that are reasonably certain to be exercised, and do not give the lessee an option to purchase the hardware at the end of the lease term. Additionally, the lease term does not represent a major part of the remaining economic life of the assets, and the present value of the lease payments does not equal or exceed substantially all of the fair value of the assets. As a result, all leased hardware in the SaaS arrangements are classified as operating leases. During the three and nine months ended October 31, 2023, the Company recognized $2,520 and $7,785, respectively, in subscription and related services revenue related to the leasing of PhreesiaPads and Arrivals Kiosks. |
Leases | Leases (a) Phreesia as Lessee The Company leases office premises and third-party data center space in the U.S. under operating leases which expire on various dates through March 2027. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The Company has also entered into various finance lease arrangements for computer equipment. These agreements are typically three years and are secured by the underlying equipment. For office leases and leased equipment, the Company has elected the practical expedient to not separate lease and non-lease components, and as such, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance. As of October 31, 2023, for operating leases, the weighted-average remaining lease term is 1.4 years and the weighted-average discount rate is 5.2%. As of October 31, 2023, for finance leases, the weighted-average remaining lease term is 1.9 years, and the weighted-average discount rate is 6.1%. The components of lease expense for the nine months ended October 31, 2023 were as follows: October 31, 2023 Operating leases: Operating lease cost $ 515 Variable lease cost 47 Total operating lease cost $ 562 Finance leases: Amortization of right-of-use assets $ 5,117 Interest on lease liabilities 439 Total finance lease cost $ 5,556 The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2023: October 31, 2023 Operating Finance Maturity of lease liabilities 2024 (remaining three months) $ 228 $ 1,764 Fiscal year ending January 31, 2025 404 5,343 2026 86 2,986 2027 42 521 Thereafter 7 — Total future minimum lease payments $ 767 $ 10,614 Less: interest (22) (681) Present value of lease liabilities $ 745 $ 9,933 Other supplemental cash flow information for the nine months ended October 31, 2023 was as follows: October 31, 2023 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 962 Operating cash used for finance leases 395 Financing cash used for finance leases 5,156 Total $ 6,513 Right-of-use assets obtained in exchange for lease liabilities: Operating $ 346 Finance 7,438 Total $ 7,784 (b) Phreesia as Lessor In connection with the patient intake and registration process, Phreesia offers its customers the ability to lease PhreesiaPads and Arrivals Kiosks along with their monthly subscription. These rentals fall under the guidance of ASC 842. The Company elected the practical expedient to not separate lease and non-lease components. More specifically, all contractual hardware maintenance is included with the hardware lease components. The leases contain no variable lease payments, no options to extend the lease that are reasonably certain to be exercised, and do not give the lessee an option to purchase the hardware at the end of the lease term. Additionally, the lease term does not represent a major part of the remaining economic life of the assets, and the present value of the lease payments does not equal or exceed substantially all of the fair value of the assets. As a result, all leased hardware in the SaaS arrangements are classified as operating leases. During the three and nine months ended October 31, 2023, the Company recognized $2,520 and $7,785, respectively, in subscription and related services revenue related to the leasing of PhreesiaPads and Arrivals Kiosks. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies (a) Indemnifications The Company’s agreements with certain customers include certain provisions for indemnifying customers against liabilities if its services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that may be involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such provisions and have not accrued a ny liabilities related to such obligations in its consolidated financial statements. In addition, the Company has indemnification agreements with its directors and its executive officers that require it, among other things, to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of those persons in any action or proceedi n g to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable it to recover a portion of any future indemnification amounts paid. To date, there have been no claims under any of its directors and executive officers indemnification provisions. (b) Legal proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes or claims. Although the Company cannot predict with assurance the outcome of any litigation, the Company does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on its financial condition, results of operations or cash flows. (c) Other contractual commitments Other contractual commitments consist primarily of non-cancelable purchase commitments to support our technology infrastructure as well commitments related to our acquisitions. During fiscal 2023, the Company signed a finance lease which commenced during the nine months ended October 31, 2023. Total undiscounted payments through the fiscal year ended January 31, 2027 related to the lease of $8,090 were included in other contractual commitments as of January 31, 2023 and were added at present value to finance lease liabilities during the nine months ended October 31, 2023. During the nine months ended October 31, 2023, the Company entered into a new non-cancelable purchase commitment to support its technology infrastructure. Total undiscounted payments through the fiscal year ended January 31, 2026 are $7,381. During the nine months ended October 31, 2023, the Company entered into an agreement to acquire 100% of the outstanding equity of ConnectOnCall. In addition to cash paid at closing, consideration transferred to acquire ConnectOnCall included undiscounted payments of $10,937 payable in seven quarterly installments from December 2023 through June 2025. See Note 15 - Acquisitions for additional information regarding the acquisition of ConnectOnCall. |
Income taxes
Income taxes | 9 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes For the three and nine months ended October 31, 2023, the Company recorded tax provision of $372 and $1,326, respectively, compared to a tax provision of $206 and $654, respectively, for the corresponding periods in the prior year. The Company's provision for income taxes was 1.3% and 0.5% of loss before income taxes for the nine months ended October 31, 2023 and 2022, respectively. The Company's effective tax rate differs from the U.S. statutory tax rate of 21% primarily because the Company records a valuation allowance against its U.S. deferred tax assets, and due to foreign income tax expense related to its Canadian branch. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 9 Months Ended |
Oct. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders (a) Net loss per share attributable to common stockholders Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (31,941) $ (40,167) $ (106,239) $ (138,125) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 55,251,074 52,606,400 54,139,555 52,294,026 Net loss per share attributable to common stockholders $ (0.58) $ (0.76) $ (1.96) $ (2.64) (b) Potential dilutive securities The Company’s potential dilutive securities, which include stock options, restricted stock units, performance stock awards and grants under the Company's ESPP, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of October 31, 2023 2022 Stock options to purchase common stock, restricted stock and performance stock awards 6,701,132 6,469,378 Employee stock purchase plan 66,799 76,634 Total 6,767,931 6,546,012 |
Related party transactions
Related party transactions | 9 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions For the three months ended October 31, 2023 and 2022, the Company recognized revenue totaling $319 and $170, respectively, for advertisements placed by a pharmaceutical company. For the nine months ended October 31, 2023 and 2022, the Company recognized revenue totaling $868 and $521, respectively, for advertisements placed by that pharmaceutical company. One of the Company's independent members of its board of directors serves on the board of directors for this pharmaceutical company. As of October 31, 2023 and January 31, 2023, accounts receivable from the pharmaceutical company totaled approximately $23 and $339, respectively. For the three months ended October 31, 2022, the Company recognized general and administrative expenses totaling $77 for software agreements with a software company. For the nine months ended October 31, 2023 and 2022, the Company recognized general and administrative expenses totaling $118 and $297, respectively, for software agreements with that software company. One of the Company's independent members of its board of directors served as the chief executive officer and on the board of directors for this software company until May 2023. This Company is no longer considered a related party subsequent to May 2023. As of January 31, 2023, prepaid expenses and other current assets included approximately $51 of payments made to this software company. The expense and asset amounts presented above include amounts incurred while the entity was a related party. One of the Company's independent members of its board of directors has served as the chief financial officer of a software company since April 2022. The Company recognized de minimis expenses during both the three and nine months ended October 31, 2023 and 2022 under software agreements with this software company. |
Acquisitions
Acquisitions | 9 Months Ended |
Oct. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of MediFind, Access and ConnectOnCall On June 30, 2023, the Company entered into an agreement to acquire 100% of the outstanding equity of MediFind for aggregate consideration payable of $8,871 (the "MediFind Acquisition"). A portion of the consideration was paid in cash at closing (subject to a customary working capital adjustment) with the remainder of the consideration settled through the issuance of 150,786 shares of the Company's common stock to certain MediFind stockholders. MediFind is a consumer-facing healthcare product that helps patients - especially those with serious, chronic and rare diseases - find better care faster. The MediFind Acquisition was accounted for as a business combination. The Company acquired MediFind to reinforce its commitment to patient-centered care and expand its offerings to consumers. On August 11, 2023, the Company entered into the Access Acquisition to acquire 100% of the outstanding equity of Access eForms for aggregate consideration payable of $37,411. A portion of the consideration was paid in cash at closing (subject to a customary working capital adjustment) with the remainder of the consideration settled through the issuance of 1,096,436 shares of the Company's common stock to the holders of the outstanding equity of Access eForms. Access is an innovative electronic forms management and automation provider that helps hospitals across the country streamline workflows, improve compliance and deliver a better patient experience. The Access Acquisition was accounted for as a business combination. The Company acquired Access to enhance and build on its existing functionality in the acute care space and to expand its network of clients and partners. On October 3, 2023, the Company entered into the ConnectOnCall Acquisition to acquire 100% of the outstanding equity of ConnectOnCall for aggregate consideration payable of $13,946. A portion of the consideration was paid in cash at closing with the remainder of the consideration payable in seven quarterly installments beginning in December 2023. ConnectOnCall is a founder-owned company with an automated medical answering solution that routes and triages after-hours calls and manages high daytime call volumes. The ConnectOnCall solution is built on real-time Electronic Health Record (EHR) integrations, enhancing the control and transparency of patient information for providers or practices when returning calls. The Company acquired ConnectOnCall to expand its offerings to provider organizations, helping them make the call-triaging process more efficient and less expensive. The following table summarizes the estimated acquisition-date fair value of consideration transferred for each acquisition: MediFind Access ConnectOnCall Cash consideration paid to sellers $ 3,901 $ 6,766 $ 3,946 Equity consideration paid to sellers 4,676 30,645 — Liabilities incurred to sellers 294 — 10,000 Total fair value of acquisition consideration $ 8,871 $ 37,411 $ 13,946 The following table summarizes the calculation of cash paid for each acquisition, net of cash acquired per the Company's consolidated statement of cash flows for the nine months ended October 31, 2023: MediFind Access ConnectOnCall Cash consideration paid to sellers $ 3,901 $ 6,766 $ 3,946 Less: Cash acquired (231) (80) (23) Cash paid for acquisitions, net of cash acquired per statement of cash flows $ 3,670 $ 6,686 $ 3,923 The purchase price was allocated to the tangible assets acquired, the identifiable intangible assets acquired and the liabilities assumed based on their acquisition-date estimated fair values or other measurement bases specified by ASC 805 - Business Combinations. MediFind Access ConnectOnCall Cash $ 231 $ 80 $ 23 Accounts receivable 149 2,290 244 Other current assets 722 110 34 Identified intangible assets acquired 2,300 18,300 2,000 Goodwill 6,821 23,006 11,905 Total assets acquired $ 10,223 $ 43,786 $ 14,206 Accounts payable (121) (196) (133) Accrued liabilities (816) (884) (49) Deferred revenue (292) (5,295) (78) Deferred income tax liabilities (123) — — Total purchase price $ 8,871 $ 37,411 $ 13,946 The components of intangible assets acquired in the MediFind Acquisition were as follows: Estimated Useful Life Fair Value Technology 7 $ 1,200 Trademark 15 700 Customer relationships 10 400 Total identifiable intangible assets acquired $ 2,300 The weighted average amortization period for acquired intangible assets as of the date of acquisition is 10 years. The components of intangible assets acquired in the Access Acquisition were as follows: Estimated Useful Life Fair Value Technology 7 $ 5,200 Trademark 15 2,400 Customer relationships 15 10,700 Total identifiable intangible assets acquired $ 18,300 The weighted average amortization period for acquired intangible assets as of the date of acquisition is 13 years. The components of intangible assets acquired in the ConnectOnCall Acquisition were as follows: Estimated Useful Life Fair Value Technology 5 $ 1,500 Customer relationships 15 500 Total identifiable intangible assets acquired $ 2,000 The weighted average amortization period for acquired intangible assets as of the date of acquisition is 8 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of MediFind, Access and ConnectOnCall. The fair value of the acquired technology and trademark assets were estimated using the relief from royalty method. The fair value of customer relationships was estimated using a multi-period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each asset. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is not expected to be deductible for income tax purposes. The goodwill recognized in each of the acquisitions is primarily attributable to expected synergies of the combined businesses driven by integrating the technology into the Phreesia Platform and engaging with patients and providers, as well as the acquisition of an assembled workforce. The tax treatment of goodwill recognized in each acquisition is contingent on the specific structure of the transaction. |
Subsequent events
Subsequent events | 9 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Subsequent to October 31, 2023, on December 4, 2023, we entered into a new 5-year $50,000 senior secured asset-based revolving credit facility ("Capital One Credit Facility") maturing in December 2028, which includes a swingline sub-limit of at least $5,000 and a letter of credit sub-limit of at least $5,000. The new Capital One Credit Facility was entered into with Capital One, N.A., acting as administrative agent and replaces our previous senior secured revolving credit facility with SVB. The new Capital One Credit Facility will give the Company additional financial flexibility, with attractive terms, through the facility’s five year term. The facility is available to the Company for working capital and general corporate purposes. The Capital One Credit Facility bears interest at a rate per annum based on the Secured Overnight Financing Rate (“SOFR”) or a Base Rate as specified in the Credit Agreement. In addition to principal and interest due under the Capital One Credit Facility, the Company is required to pay an annual fee equal to 0.25% of the unused balance of the facility. Additionally, the Company incurred creditor and third party fees of $778 upon entering into the Capital One Credit Facility. The Company recorded the fees to deferred financing cost asset and will amortize the costs over the term of the Capital One Credit Facility. The Capital One Credit Facility includes financial covenants including, but not limited to requiring the Company to maintain minimum Consolidated EBITDA, minimum Liquidity, a minimum Consolidated Fixed Charge Coverage Ratio and limiting the amount of cash and cash equivalents the Company holds outside Capital One, each as defined in the Credit Agreement. On December 4, 2023, the Company also terminated the Third SVB Facility. During the fourth quarter of fiscal 2024, the Company recorded a $1,290 loss on extinguishment to other expense, net for $784 of fees to terminate the Third SVB Facility and to write off $506 of unamortized deferred financing costs in connection with the termination of the Third SVB Facility. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (31,941) | $ (36,767) | $ (37,531) | $ (40,167) | $ (46,716) | $ (51,242) | $ (106,239) | $ (138,125) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Oct. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Janet Gunzburg [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On October 13, 2023, Ms. Janet Gunzburg, the Principal Accounting Officer of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. Gunzburg’s Rule 10b5-1 Trading Plan, which expires on June 30, 2024, provides for the sale of up to 3,293 shares of common stock plus an additional number of shares that she could receive upon the future vesting of certain equity awards to be granted in connection with her fiscal year 2024 bonus, net of any shares sold by Ms. Gunzburg to satisfy applicable taxes, pursuant to the terms of her Rule 10b5-1 Trading Plan. The number of shares to be granted pursuant to Ms. Gunzburg’s fiscal year 2024 bonus and the number of shares to be sold by Ms. Gunzburg to cover taxes, and thus the exact number of shares to be sold pursuant to Ms. Gunzburg’s Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of the future vesting events. |
Name | Janet Gunzburg |
Title | Principal Accounting Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | October 13, 2023 |
Arrangement Duration | 261 days |
Aggregate Available | 3,293 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidated financial statements | Consolidated financial statementsThe accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and regulations of the Securities and Exchange Commission ("SEC") regarding quarterly financial reporting and include the accounts of Phreesia, Inc., its branch operation in Canada and its consolidated subsidiaries (or collectively, the "Company"). |
Fiscal year | Fiscal yearThe Company’s fiscal year ends on January 31. References to fiscal 2024 and 2023 refer to the fiscal years ending on January 31, 2024 and January 31, 2023, respectively. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments. Although management believes its estimates and assumptions are reasonable under the circumstances at the time they are made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Actual results could differ from those estimates made under different assumptions or circumstances. The most significant assumptions and estimates relate to the allowance for doubtful accounts, capitalized internal-use software, the determination of the useful lives of property and equipment, the fair value of securities underlying stock-based compensation, the fair value of identifiable assets and liabilities and contingent consideration in business acquisitions, and the realization of deferred tax assets. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and settlement assets. The Company’s cash and cash equivalents are held by established financial institutions. The Company does not require collateral from its customers and generally requires payment within 30 to 60 days of billing. Settlement assets are amounts due from well-established payment processing companies and normally take one two |
Risks and uncertainties | Risks and uncertaintiesThe Company is subject to a variety of risk factors, including the economy, data privacy and security laws and government regulations. Additionally, the Company is subject to other risks associated with the markets in which it operates including reliance on third-party vendors, partners, and service providers. The Company supplements its workforce with contractors and consultants, including a substantial number of contractors and consultants in international locations. Certain of the Company's service providers, including certain third-party software developers, are located in international locations subject to warfare and/or political and economic instability, such as Ukraine and India. As with any business, operation of the Company involves risk, including the risk of service interruption impacting the operations of the Company's business and the Company's customer’s facilities below expected levels of operation, shut downs due to the breakdown or failure of information technology and communications systems, changes in laws or regulations, political and economic instability, or catastrophic events such as fires, earthquakes, floods, explosions, global health concerns such as pandemics or other similar occurrences affecting the delivery of our productions and services. The occurrence of any of these events could significantly reduce or eliminate revenues generated, or significantly increase the expenses of the Company's operations, adversely impacting the Company’s operating results and the Company's ability to meet the Company's obligations and commitments. |
New accounting pronouncements | New accounting pronouncements Impact of recently adopted accounting pronouncements During the three and nine months ended October 31, 2023, the Company did not adopt any accounting pronouncements that materially impacted the Company's financial statements. Recent accounting pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting. The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280 – Segment Reporting. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Companies are required to apply ASU 2023-07 retrospectively to all periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on its financial statements and related disclosures. There are no other recently issued accounting pronouncements the Company has not yet adopted that will materially impact the Company's consolidated financial statements. |
Composition of certain financ_2
Composition of certain financial statement captions (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Composition of Certain Financial Statements [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Payroll-related expenses and taxes $ 8,886 $ 10,345 Payment processing fees liability 5,200 4,796 Acquisition-related liabilities 413 96 Tax liabilities 4,398 1,491 Information technology 6,532 2,249 Other 2,861 2,833 Total $ 28,290 $ 21,810 |
Schedule of Property and Equipment | Property and equipment as of October 31, 2023 and January 31, 2023 are as follows: Useful Life (years) October 31, 2023 January 31, 2023 PhreesiaPads and Arrivals Kiosks 3 $ 17,976 $ 17,932 Computer equipment 3 62,391 54,485 Computer software 3 to 5 11,474 8,571 Hardware development 3 574 529 Total property and equipment $ 92,415 $ 81,517 Less accumulated depreciation (72,516) (59,847) Property and equipment — net $ 19,899 $ 21,670 |
Schedule of Intangible Assets | The following presents the details of intangible assets as of October 31, 2023 and January 31, 2023: Useful Life (years) October 31, 2023 January 31, 2023 Acquired technology 5 to 7 $ 9,310 $ 1,410 Customer relationship 7 to 10 17,940 6,340 License 15 6,200 6,200 Trademarks 15 3,100 — Total intangible assets, gross carrying value $ 36,550 $ 13,950 Less accumulated amortization (4,044) (2,549) Net carrying value $ 32,506 $ 11,401 |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets for the next five years and thereafter is as follows as of October 31, 2023: October 31, 2023 2024 (Remaining three months) $ 882 Fiscal Years Ending January 31, 2025 3,481 2026 3,450 2027 3,157 2028 - thereafter 21,536 Total $ 32,506 |
Schedule of Goodwill | The following table presents a roll-forward of goodwill for the nine months ended October 31, 2023: Balance at January 31, 2023 $ 33,736 Goodwill acquired during the period ended October 31, 2023 41,732 Balance at October 31, 2023 $ 75,468 |
Schedule of Accounts Receivable | Accounts receivable as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Billed $ 51,593 $ 51,458 Unbilled 7,402 989 Total accounts receivable, gross $ 58,995 $ 52,447 Less accounts receivable allowances (1,556) (1,053) Total accounts receivable $ 57,439 $ 51,394 |
Schedule of Allowance for Doubtful Accounts | Activity in the Company's allowance for doubtful accounts was as follows for the nine months ended October 31, 2023: October 31, 2023 Balance, January 31, 2023 $ 1,053 Bad debt expense 312 Increases due to acquisitions 681 Write-offs and adjustments (490) Balance, October 31, 2023 $ 1,556 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets as of October 31, 2023 and January 31, 2023 are as follows: October 31, 2023 January 31, 2023 Prepaid software and business systems $ 4,667 $ 3,426 Prepaid data center expenses 3,375 2,389 Prepaid insurance 1,945 1,552 Other prepaid expenses and other current assets 3,588 3,342 Total prepaid and other current assets $ 13,575 $ 10,709 |
Revenue and contract costs (Tab
Revenue and contract costs (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Rollforward of Contract Assets and Contract Liabilities | The following table represents a roll-forward of contract assets: January 31, 2023 $ 989 Amount transferred to receivables from beginning balance of contract assets (967) Contract assets added from acquisitions 420 Contract asset additions, net of reclassification to receivables 6,960 October 31, 2023 $ 7,402 The following table represents a roll-forward of deferred revenue: January 31, 2023 $ 17,813 Revenue recognized that was included in deferred revenue at the beginning of the period (14,961) Deferred revenue added from acquisitions 5,665 Net increase in current period deferred revenue 13,614 October 31, 2023 $ 22,131 |
Schedule of Deferred Contract Acquisition Costs | The following table represents a roll forward of deferred contract acquisition costs: Beginning balance, January 31, 2023 $ 2,810 Amortization of deferred contract acquisition costs (855) Ending balance, October 31, 2023 $ 1,955 Deferred contract acquisition costs, current (to be amortized in next 12 months) $ 777 Deferred contract acquisition costs, non-current 1,178 Total deferred contract acquisition costs $ 1,955 |
Finance leases and other debt (
Finance leases and other debt (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Finance Lease Liabilities and Other Debt | As of October 31, 2023 and January 31, 2023, the Company had the following outstanding finance lease liabilities and other debt: October 31, 2023 January 31, 2023 Finance leases $ 9,933 $ 7,651 Financing arrangements 3,527 46 Accrued interest and payments 138 200 Total finance lease liabilities and other debt $ 13,598 $ 7,897 Less - current portion of finance lease liabilities and other debt (6,753) (5,172) Long-term finance lease liabilities and other debt $ 6,845 $ 2,725 |
Schedule of Maturities of Finance Leases and Other Debt | Maturities of finance leases and other debt, in each of the next five years and thereafter are as follows: Total Finance Leases Other Debt 2024 (Remaining three months) $ 2,069 $ 1,651 $ 418 Fiscal year ending January 31: 2025 6,198 5,000 1,198 2026 4,124 2,794 1,330 2027 1,207 488 719 2028 — — — Total maturities of finance leases and other debt $ 13,598 $ 9,933 $ 3,665 |
Schedule of Components of Interest Income (Expense), Net | The following table presents the components of interest income (expense), net: Three months ended Nine months ended 2023 2022 2023 2022 Interest expense (1) $ (517) $ (456) $ (1,230) $ (1,150) Interest income 1,040 517 3,257 622 Interest income (expense), net $ 523 $ 61 $ 2,027 $ (528) (1) Includes amortization of deferred financing costs and original issue discount. |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock - Based Compensation by Type of Award | The following table sets forth stock-based compensation by type of award: Three months ended Nine months ended 2023 2022 2023 2022 RSUs $ 13,402 $ 10,632 $ 40,004 $ 31,333 Liability awards 1,820 1,994 6,623 5,568 PSUs 2,751 1,807 7,146 5,253 ESPP 299 357 954 1,166 Stock options — 333 45 1,207 Total stock based compensation $ 18,272 $ 15,123 $ 54,772 $ 44,527 |
Schedule of Stock-Based Compensation in Financial Statements | The following table sets forth the presentation of stock-based compensation in the Company's financial statements: Three months ended Nine months ended 2023 2022 2023 2022 Stock-based compensation expense recorded to additional paid-in capital $ 16,452 $ 13,129 $ 48,149 $ 38,959 Stock-based compensation expense recorded to accrued expenses 1,820 1,994 6,623 5,568 Total stock-based compensation $ 18,272 $ 15,123 $ 54,772 $ 44,527 Less stock-based compensation expense capitalized as internal-use software (309) (341) (1,023) (1,036) Stock-based compensation expense per consolidated statements of operations $ 17,963 $ 14,782 $ 53,749 $ 43,491 |
Schedule of Restricted Stock Unit Activity | Restricted stock units Unvested, January 31, 2023 3,917,753 Granted in nine months ended October 31, 2023 (1) 2,135,772 Vested (1,239,562) Forfeited and expired (450,626) Unvested, October 31, 2023 4,363,337 (1) Includes 24,258 awards granted pursuant to the 2023 Inducement Award Plan. |
Schedule of Stock Option Activity | Number of Weighted- Weighted- Aggregate Outstanding — January 31, 2023 1,385,193 $ 6.26 Granted in nine months ended October 31, 2023 — $ — Exercised (246,480) $ 3.34 Forfeited and expired (12,474) $ 5.87 Outstanding and expected to vest — October 31, 2023 1,126,239 $ 6.90 4.79 $ 7,613 Exercisable — October 31, 2023 1,126,239 $ 6.90 4.79 $ 7,613 Amount vested in nine months ended October 31, 2023 24,565 $ 13.41 |
Schedule of Market-Based Performance Stock Unit Activity | Market-based PSU activity for the nine months ended October 31, 2023 are as follows: Performance stock units Outstanding, January 31, 2023 648,233 Granted in nine months ended October 31, 2023 13,492 Vested — Forfeited and expired (74,472) Outstanding, October 31, 2023 587,253 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company's assets and liabilities that are measured at fair value as of October 31, 2023 and indicates the classification of each item within the fair value hierarchy (in thousands): Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance as of October 31, 2023 Money market mutual funds $ 71,146 $ — $ — $ 71,146 Total assets $ 71,146 $ — $ — $ 71,146 The following table presents information about the Company's assets and liabilities that are measured at fair value as of January 31, 2023 and indicates the classification of each item within the fair value hierarchy (in thousands): Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance as of January 31, 2023 Money market mutual funds $ 163,563 $ — $ — $ 163,563 Total assets $ 163,563 $ — $ — $ 163,563 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense and Other Supplemental Cash Flow Information | The components of lease expense for the nine months ended October 31, 2023 were as follows: October 31, 2023 Operating leases: Operating lease cost $ 515 Variable lease cost 47 Total operating lease cost $ 562 Finance leases: Amortization of right-of-use assets $ 5,117 Interest on lease liabilities 439 Total finance lease cost $ 5,556 Other supplemental cash flow information for the nine months ended October 31, 2023 was as follows: October 31, 2023 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 962 Operating cash used for finance leases 395 Financing cash used for finance leases 5,156 Total $ 6,513 Right-of-use assets obtained in exchange for lease liabilities: Operating $ 346 Finance 7,438 Total $ 7,784 |
Schedule of Maturities of Operating Leases | The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2023: October 31, 2023 Operating Finance Maturity of lease liabilities 2024 (remaining three months) $ 228 $ 1,764 Fiscal year ending January 31, 2025 404 5,343 2026 86 2,986 2027 42 521 Thereafter 7 — Total future minimum lease payments $ 767 $ 10,614 Less: interest (22) (681) Present value of lease liabilities $ 745 $ 9,933 |
Schedule of Maturities of Finance Leases | The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2023: October 31, 2023 Operating Finance Maturity of lease liabilities 2024 (remaining three months) $ 228 $ 1,764 Fiscal year ending January 31, 2025 404 5,343 2026 86 2,986 2027 42 521 Thereafter 7 — Total future minimum lease payments $ 767 $ 10,614 Less: interest (22) (681) Present value of lease liabilities $ 745 $ 9,933 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (31,941) $ (40,167) $ (106,239) $ (138,125) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 55,251,074 52,606,400 54,139,555 52,294,026 Net loss per share attributable to common stockholders $ (0.58) $ (0.76) $ (1.96) $ (2.64) |
Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of October 31, 2023 2022 Stock options to purchase common stock, restricted stock and performance stock awards 6,701,132 6,469,378 Employee stock purchase plan 66,799 76,634 Total 6,767,931 6,546,012 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Considerations at Acquisition Date | The following table summarizes the estimated acquisition-date fair value of consideration transferred for each acquisition: MediFind Access ConnectOnCall Cash consideration paid to sellers $ 3,901 $ 6,766 $ 3,946 Equity consideration paid to sellers 4,676 30,645 — Liabilities incurred to sellers 294 — 10,000 Total fair value of acquisition consideration $ 8,871 $ 37,411 $ 13,946 The following table summarizes the calculation of cash paid for each acquisition, net of cash acquired per the Company's consolidated statement of cash flows for the nine months ended October 31, 2023: MediFind Access ConnectOnCall Cash consideration paid to sellers $ 3,901 $ 6,766 $ 3,946 Less: Cash acquired (231) (80) (23) Cash paid for acquisitions, net of cash acquired per statement of cash flows $ 3,670 $ 6,686 $ 3,923 |
Schedule of Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed at the date of each acquisition: MediFind Access ConnectOnCall Cash $ 231 $ 80 $ 23 Accounts receivable 149 2,290 244 Other current assets 722 110 34 Identified intangible assets acquired 2,300 18,300 2,000 Goodwill 6,821 23,006 11,905 Total assets acquired $ 10,223 $ 43,786 $ 14,206 Accounts payable (121) (196) (133) Accrued liabilities (816) (884) (49) Deferred revenue (292) (5,295) (78) Deferred income tax liabilities (123) — — Total purchase price $ 8,871 $ 37,411 $ 13,946 |
Schedule of Intangible Assets Acquired | The components of intangible assets acquired in the MediFind Acquisition were as follows: Estimated Useful Life Fair Value Technology 7 $ 1,200 Trademark 15 700 Customer relationships 10 400 Total identifiable intangible assets acquired $ 2,300 The components of intangible assets acquired in the Access Acquisition were as follows: Estimated Useful Life Fair Value Technology 7 $ 5,200 Trademark 15 2,400 Customer relationships 15 10,700 Total identifiable intangible assets acquired $ 18,300 The components of intangible assets acquired in the ConnectOnCall Acquisition were as follows: Estimated Useful Life Fair Value Technology 5 $ 1,500 Customer relationships 15 500 Total identifiable intangible assets acquired $ 2,000 |
Background and liquidity (Detai
Background and liquidity (Details) $ in Thousands | Dec. 04, 2023 USD ($) |
Line of Credit | Revolving Credit Facility | Senior Secured Asset-based Revolving Credit Facility | Subsequent Event | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 50,000 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) | 9 Months Ended |
Oct. 31, 2023 processor | |
Concentration Risk [Line Items] | |
Number of third-party payment processors | 1 |
Minimum | |
Concentration Risk [Line Items] | |
Customer payment period | 30 days |
Settlement period (in days) | 1 day |
Maximum | |
Concentration Risk [Line Items] | |
Customer payment period | 60 days |
Settlement period (in days) | 2 days |
Composition of certain financ_3
Composition of certain financial statement captions - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Composition of Certain Financial Statements [Abstract] | ||
Payroll-related expenses and taxes | $ 8,886 | $ 10,345 |
Payment processing fees liability | 5,200 | 4,796 |
Acquisition-related liabilities | 413 | 96 |
Tax liabilities | 4,398 | 1,491 |
Information technology | 6,532 | 2,249 |
Other | 2,861 | 2,833 |
Total | $ 28,290 | $ 21,810 |
Composition of certain financ_4
Composition of certain financial statement captions - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 92,415 | $ 81,517 |
Less accumulated depreciation | (72,516) | (59,847) |
Property and equipment — net | $ 19,899 | 21,670 |
PhreesiaPads and Arrivals Kiosks | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | |
Total property and equipment | $ 17,976 | 17,932 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | |
Total property and equipment | $ 62,391 | 54,485 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 11,474 | 8,571 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 5 years | |
Hardware development | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | |
Total property and equipment | $ 574 | $ 529 |
Composition of certain financ_5
Composition of certain financial statement captions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Composition of Certain Financial Statements [Line Items] | |||||
Other current liabilities | $ 5,790 | $ 5,790 | $ 0 | ||
Other long-term liabilities | 4,286 | 4,286 | 0 | ||
Depreciation | 4,483 | $ 4,865 | 13,231 | $ 13,363 | |
Capitalized cost of computer software | 5,244 | 5,758 | 15,615 | 18,153 | |
Capitalized computed software amortization | 2,192 | 1,476 | 6,508 | 3,992 | |
Amortization of intangible assets | 788 | 341 | 1,495 | 1,028 | |
Capitalized implementation costs | 1,532 | 1,532 | 1,532 | ||
Capitalized implementation costs, accumulated amortization | 917 | 917 | $ 610 | ||
Other income (expense) | $ (47) | $ (211) | $ (39) | $ (204) | |
Acquired technology | |||||
Composition of Certain Financial Statements [Line Items] | |||||
Finite-lived intangible assets, remaining amortization period | 6 years 2 months 12 days | 6 years 2 months 12 days | 2 years 8 months 12 days | ||
Customer relationship | |||||
Composition of Certain Financial Statements [Line Items] | |||||
Finite-lived intangible assets, remaining amortization period | 12 years 7 months 6 days | 12 years 7 months 6 days | 8 years 3 months 18 days | ||
License | |||||
Composition of Certain Financial Statements [Line Items] | |||||
Finite-lived intangible assets, remaining amortization period | 13 years 1 month 6 days | 13 years 1 month 6 days | 13 years 9 months 18 days | ||
Trademarks | |||||
Composition of Certain Financial Statements [Line Items] | |||||
Finite-lived intangible assets, remaining amortization period | 14 years 9 months 18 days | 14 years 9 months 18 days | |||
Computer Equipment | |||||
Composition of Certain Financial Statements [Line Items] | |||||
Assets acquired under finance leases | $ 35,250 | $ 35,250 | $ 27,813 | ||
Assets under finance lease, accumulated amortization | $ 25,773 | $ 25,773 | $ 20,657 |
Composition of certain financ_6
Composition of certain financial statement captions - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross carrying value | $ 36,550 | $ 13,950 |
Less accumulated amortization | (4,044) | (2,549) |
Net carrying value | 32,506 | 11,401 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross carrying value | $ 9,310 | 1,410 |
Acquired technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Acquired technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 7 years | |
Customer relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross carrying value | $ 17,940 | 6,340 |
Customer relationship | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 7 years | |
Customer relationship | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 10 years | |
License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years | |
Total intangible assets, gross carrying value | $ 6,200 | 6,200 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years | |
Total intangible assets, gross carrying value | $ 3,100 | $ 0 |
Composition of certain financ_7
Composition of certain financial statement captions - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Composition of Certain Financial Statements [Abstract] | ||
2024 (Remaining three months) | $ 882 | |
2025 | 3,481 | |
2026 | 3,450 | |
2027 | 3,157 | |
2028 - thereafter | 21,536 | |
Net carrying value | $ 32,506 | $ 11,401 |
Composition of certain financ_8
Composition of certain financial statement captions - Schedule of Goodwill Roll-Forward (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at beginning of period | $ 33,736 |
Goodwill acquired during the period | 41,732 |
Goodwill balance at end of period | $ 75,468 |
Composition of certain financ_9
Composition of certain financial statement captions - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Composition of Certain Financial Statements [Abstract] | ||
Billed | $ 51,593 | $ 51,458 |
Unbilled | 7,402 | 989 |
Total accounts receivable, gross | 58,995 | 52,447 |
Less accounts receivable allowances | (1,556) | (1,053) |
Total accounts receivable | $ 57,439 | $ 51,394 |
Composition of certain finan_10
Composition of certain financial statement captions - Schedule of Allowance for Doubtful Accounts (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 1,053 |
Bad debt expense | 312 |
Increases due to acquisitions | 681 |
Write-offs and adjustments | (490) |
Ending balance | $ 1,556 |
Composition of certain finan_11
Composition of certain financial statement captions - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Composition of Certain Financial Statements [Abstract] | ||
Prepaid software and business systems | $ 4,667 | $ 3,426 |
Prepaid data center expenses | 3,375 | 2,389 |
Prepaid insurance | 1,945 | 1,552 |
Other prepaid expenses and other current assets | 3,588 | 3,342 |
Total prepaid and other current assets | $ 13,575 | $ 10,709 |
Revenue and contract costs - Na
Revenue and contract costs - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue from External Customer [Line Items] | ||||
Capitalized contract cost, amortization | $ 235,000 | $ 413,000 | $ 855,000 | $ 1,318,000 |
Capitalized contract cost, impairment loss | $ 0 | 0 | $ 0 | 0 |
Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Capitalized contract cost, amortization period | 3 years | 3 years | ||
Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Capitalized contract cost, amortization period | 5 years | 5 years | ||
Subscription and Related Services | ||||
Revenue from External Customer [Line Items] | ||||
Lease income | $ 2,520,000 | $ 2,560,000 | $ 7,785,000 | $ 7,534,000 |
Revenue and contract costs - Sc
Revenue and contract costs - Schedule of Rollforward of Contract Assets and Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Contract with Customer Asset [Roll Forward] | |
Beginning balance | $ 989 |
Amount transferred to receivables from beginning balance of contract assets | (967) |
Contract assets added from acquisitions | 420 |
Contract asset additions, net of reclassification to receivables | 6,960 |
Ending balance | 7,402 |
Contract with Customer Liability [Roll Forward] | |
Beginning balance | 17,813 |
Revenue recognized that was included in deferred revenue at the beginning of the period | (14,961) |
Deferred revenue added from acquisitions | 5,665 |
Net increase in current period deferred revenue | 13,614 |
Ending balance | $ 22,131 |
Revenue and contract costs - _2
Revenue and contract costs - Schedule of Deferred Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Capitalized Contract Cost [Roll Forward] | |||||
Beginning balance | $ 2,810 | ||||
Amortization of deferred contract acquisition costs | $ (235) | $ (413) | (855) | $ (1,318) | |
Ending balance | 1,955 | 1,955 | |||
Deferred contract acquisition costs, current (to be amortized in next 12 months) | 777 | 777 | $ 1,056 | ||
Deferred contract acquisition costs, non-current | 1,178 | 1,178 | 1,754 | ||
Total deferred contract acquisition costs | $ 1,955 | $ 1,955 | $ 2,810 |
Finance leases and other debt -
Finance leases and other debt - Schedule of Outstanding Finance Lease Liabilities and Other Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance leases | $ 9,933 | $ 7,651 |
Debt | 3,665 | |
Total finance lease liabilities and other debt | 13,598 | 7,897 |
Less - current portion of finance lease liabilities and other debt | (6,753) | (5,172) |
Long-term finance lease liabilities and other debt | 6,845 | 2,725 |
Financing arrangements | ||
Debt Instrument [Line Items] | ||
Debt | 3,527 | 46 |
Accrued interest and payments | ||
Debt Instrument [Line Items] | ||
Debt | $ 138 | $ 200 |
Finance leases and other debt_2
Finance leases and other debt - Amended and Restated Loan and Security Agreement (Narrative) (Details) - USD ($) | 9 Months Ended | |||||
Oct. 31, 2023 | Jan. 31, 2023 | Mar. 28, 2022 | Mar. 27, 2022 | May 05, 2020 | Feb. 28, 2019 | |
Debt Instrument [Line Items] | ||||||
Debt | $ 3,665,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 20,000,000 | |||||
Third SVB Facility | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate (as a percent) | 8% | |||||
Remaining borrowing capacity | $ 100,000,000 | |||||
Financing arrangements | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 3,527,000 | $ 46,000 | ||||
Debt instrument, monthly payment | $ 123,000 | |||||
Debt instrument, term | 36 months | |||||
Effective interest rate | 10.50% | |||||
Revolving Credit Facility | Second SVB Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Accordion feature, potential new maximum borrowing capacity | 65,000,000 | |||||
Long term debt | $ 0 | $ 0 | $ 20,663,000 | |||
Revolving Credit Facility | Third SVB Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | $ 50,000,000 | ||||
Stated interest rate (as a percent) | 3.25% | |||||
Annual fee amount | $ 250,000 | |||||
Quarterly fee (as a percent) | 0.15% | |||||
Termination fee percentage (up to) (as a percent) | 1.50% | |||||
Revolving Credit Facility | Third SVB Facility | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Scheduled reduction in interest rate (as a percent) | 0.50% |
Finance leases and other debt_3
Finance leases and other debt - Schedule of Maturities of Finance Leases and Other Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Total | ||
2024 (Remaining three months) | $ 2,069 | |
2025 | 6,198 | |
2026 | 4,124 | |
2027 | 1,207 | |
2028 | 0 | |
Total maturities of finance leases and other debt | 13,598 | |
Finance Leases | ||
2024 (Remaining three months) | 1,651 | |
2025 | 5,000 | |
2026 | 2,794 | |
2027 | 488 | |
2028 | 0 | |
Total maturities of finance leases and other debt | 9,933 | $ 7,651 |
Other Debt | ||
2024 (Remaining three months) | 418 | |
2025 | 1,198 | |
2026 | 1,330 | |
2027 | 719 | |
2028 | 0 | |
Total maturities of finance leases and other debt | $ 3,665 |
Finance leases and other debt_4
Finance leases and other debt - Schedule of Components of Interest Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ (517) | $ (456) | $ (1,230) | $ (1,150) |
Interest income | 1,040 | 517 | 3,257 | 622 |
Interest income (expense), net | $ 523 | $ 61 | $ 2,027 | $ (528) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | ||||
Aug. 11, 2023 | Jun. 30, 2023 | Oct. 31, 2023 | Jan. 31, 2023 | Jul. 22, 2019 | |
Class of Stock [Line Items] | |||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Shares withheld for tax withholding obligation | 0 | ||||
MediFind | |||||
Class of Stock [Line Items] | |||||
Common stock, par value per share (in dollars per share) | $ 0.01 | ||||
MediFind | Common Stock | |||||
Class of Stock [Line Items] | |||||
Business acquisition, shares (in shares) | 150,786 | ||||
Access | |||||
Class of Stock [Line Items] | |||||
Common stock, par value per share (in dollars per share) | $ 0.01 | ||||
Access | Common Stock | |||||
Class of Stock [Line Items] | |||||
Business acquisition, shares (in shares) | 1,096,436 |
Equity-based compensation - Nar
Equity-based compensation - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jan. 02, 2023 | Jan. 01, 2022 | Jan. 01, 2021 | Dec. 31, 2020 | Apr. 30, 2023 shares | Jun. 30, 2019 shares | Oct. 31, 2023 USD ($) shares | Jul. 31, 2023 USD ($) shares | Oct. 31, 2022 USD ($) shares | Jul. 31, 2022 USD ($) shares | Oct. 31, 2023 USD ($) offering_period shares | Oct. 31, 2022 USD ($) | Jan. 31, 2018 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Intrinsic value | $ | $ 6,034 | $ 4,661 | |||||||||||
Issuance of common stock for employee stock purchase plan | $ | $ 1,838 | $ 2,038 | $ 2,040 | ||||||||||
Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of common stock for employee stock purchase plan (in shares) | 70,123 | 69,796 | 95,967 | ||||||||||
Issuance of common stock for employee stock purchase plan | $ | $ 1 | $ 1 | $ 1 | ||||||||||
APIC | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of common stock for employee stock purchase plan | $ | $ 1,837 | $ 2,037 | $ 2,039 | ||||||||||
ESPP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employee purchase price of common stock (as a percent) | 85% | ||||||||||||
ESPP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
ESPP, employee common stock purchase discount (as a percent) | 15% | ||||||||||||
Unrecognized compensation costs | $ | $ 186 | $ 186 | |||||||||||
Weighted average remaining expense term | 2 months | ||||||||||||
ESPP | Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of common stock for employee stock purchase plan (in shares) | 70,123 | 70,123 | |||||||||||
Issuance of common stock for employee stock purchase plan | $ | $ 1,838 | $ 1,838 | |||||||||||
ESPP | APIC | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of common stock for employee stock purchase plan | $ | 1,838 | $ 1,838 | |||||||||||
Restricted stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting term | 7 years | ||||||||||||
Awards vested during period (in shares) | 1,239,562 | ||||||||||||
Unrecognized compensation costs | $ | 113,316 | $ 113,316 | |||||||||||
Weighted average remaining expense term | 2 years 8 months 4 days | ||||||||||||
Restricted stock units | Share-based Payment Arrangement, Year 1 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 10% | ||||||||||||
Vesting term | 1 year | ||||||||||||
Restricted stock units | Share-based Payment Arrangement, Year 2 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 20% | ||||||||||||
Vesting term | 2 years | ||||||||||||
Restricted stock units | Share-based Payment Arrangement, Year 3 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 30% | ||||||||||||
Vesting term | 3 years | ||||||||||||
Restricted stock units | Share-based Payment Arrangement, Year 4 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 40% | ||||||||||||
Vesting term | 4 years | ||||||||||||
Restricted stock units | Employees Other Than Named Executive Officers | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting term | 4 years | ||||||||||||
Quarterly vesting rate (as a percent) | 6.25% | ||||||||||||
Restricted stock units | Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting term | 4 years | 4 years | |||||||||||
Quarterly vesting rate (as a percent) | 25% | 6.25% | |||||||||||
Stock Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting term | 4 years | ||||||||||||
Maximum term | 10 years | ||||||||||||
Performance stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 100% | ||||||||||||
Vesting term | 3 years | ||||||||||||
Awards vested during period (in shares) | 0 | ||||||||||||
Unrecognized compensation costs | $ | $ 15,858 | $ 15,858 | |||||||||||
Weighted average remaining expense term | 1 year 9 months 18 days | ||||||||||||
Performance stock units | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 0% | ||||||||||||
Performance stock units | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 220% | ||||||||||||
2018 Stock Option Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance (in shares) | 3,048,490 | ||||||||||||
2019 Stock Option and Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock reserve for future issuance (in shares) | 2,139,683 | ||||||||||||
Percentage increase in number of shares reserved (as a percent) | 5% | ||||||||||||
2019 Stock Option and Incentive Plan | ESPP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock reserve for future issuance (in shares) | 855,873 | ||||||||||||
Number of shares available for grant (in shares) | 4,865,943 | 4,865,943 | |||||||||||
Additional shares authorized (in shares) | 514,045 | ||||||||||||
ESPP, number of offering periods per year | offering_period | 2 | ||||||||||||
ESPP offering period (in months) | 6 months | ||||||||||||
2019 Stock Option and Incentive Plan | Restricted stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Outstanding shares (in shares) | 24,258 | 24,258 | |||||||||||
2019 Stock Option and Incentive Plan | Stock Options | Share-based Payment Arrangement, Year 1 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 25% | ||||||||||||
Vesting term | 1 year | ||||||||||||
2019 Stock Option and Incentive Plan | Stock Options | Share-based Payment Arrangement, Year 2 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 25% | ||||||||||||
Vesting term | 1 year | ||||||||||||
2019 Stock Option and Incentive Plan | Stock Options | Share-based Payment Arrangement, Year 3 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 25% | ||||||||||||
Vesting term | 1 year | ||||||||||||
2019 Stock Option and Incentive Plan | Stock Options | Share-based Payment Arrangement, Year 4 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (as a percent) | 25% | ||||||||||||
Vesting term | 1 year | ||||||||||||
2023 Stock Option And Inducement Plan | Board of Directors | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock reserve for future issuance (in shares) | 500,000 | ||||||||||||
Inducement Plan | ESPP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for grant (in shares) | 475,742 | 475,742 | |||||||||||
2022 Share Settled Bonus Award Program | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share settled bonuses | $ | $ 8,803 | ||||||||||||
2022 Share Settled Bonus Award Program | Restricted stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards vested during period (in shares) | 339,352 | 339,352 | |||||||||||
Bonus settlement in shares (as a percent) | 115% |
Equity-based compensation - Sch
Equity-based compensation - Schedule of Stock - Based Compensation by Type of Award (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | $ 18,272 | $ 15,123 | $ 54,772 | $ 44,527 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | 13,402 | 10,632 | 40,004 | 31,333 |
Liability awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | 1,820 | 1,994 | 6,623 | 5,568 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | 2,751 | 1,807 | 7,146 | 5,253 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | 299 | 357 | 954 | 1,166 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | $ 0 | $ 333 | $ 45 | $ 1,207 |
Equity-based compensation - S_2
Equity-based compensation - Schedule of Stock-Based Compensation in Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | $ 18,272 | $ 15,123 | $ 54,772 | $ 44,527 |
Less stock-based compensation expense capitalized as internal-use software | (309) | (341) | (1,023) | (1,036) |
Stock-based compensation expense per consolidated statements of operations | 17,963 | 14,782 | 53,749 | 43,491 |
Stock-based compensation expense recorded to additional paid-in capital | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | 16,452 | 13,129 | 48,149 | 38,959 |
Stock-based compensation expense recorded to accrued expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock based compensation | $ 1,820 | $ 1,994 | $ 6,623 | $ 5,568 |
Equity-based compensation - S_3
Equity-based compensation - Schedule of Restricted Stock Units and Performance Stock Units (Details) | 9 Months Ended |
Oct. 31, 2023 shares | |
Restricted stock units | |
Restricted Stock and Performance Stock Activity [Roll Forward] | |
Beginning balance (in shares) | 3,917,753 |
Granted (in shares) | 2,135,772 |
Vested (in shares) | (1,239,562) |
Forfeited and expired (in shares) | (450,626) |
Ending balance (in shares) | 4,363,337 |
Restricted stock units | 2023 Stock Option And Inducement Plan | |
Restricted Stock and Performance Stock Activity [Roll Forward] | |
Granted (in shares) | 24,258 |
Performance stock units | |
Restricted Stock and Performance Stock Activity [Roll Forward] | |
Beginning balance (in shares) | 648,233 |
Granted (in shares) | 13,492 |
Vested (in shares) | 0 |
Forfeited and expired (in shares) | (74,472) |
Ending balance (in shares) | 587,253 |
Equity-based compensation - S_4
Equity-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 31, 2023 | |
Number of options | |
Number of options outstanding, beginning (in shares) | 1,385,193 |
Granted (in shares) | 0 |
Exercised (in shares) | (246,480) |
Forfeited and expired (in shares) | (12,474) |
Number of options outstanding, ending (in shares) | 1,126,239 |
Exercisable (in shares) | 1,126,239 |
Amount vested during the period (in shares) | 24,565 |
Weighted- average exercise price | |
Weighted- average exercise price outstanding, beginning balance (in dollars per share) | $ 6.26 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 3.34 |
Forfeited and expired (in dollars per share) | 5.87 |
Weighted- average exercise price outstanding, ending balance (in dollars per share) | 6.90 |
Exercisable (in dollars per share) | 6.90 |
Amount vested at the end of the period (in dollars per share) | $ 13.41 |
Outstanding and expected to vest- end of the period | 4 years 9 months 14 days |
Exercisable- end of period | 4 years 9 months 14 days |
Aggregate intrinsic value outstanding and expected to vest | $ 7,613 |
Aggregate intrinsic value exercisable | $ 7,613 |
Fair value measurements (Detail
Fair value measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market mutual funds | $ 71,146 | $ 163,563 |
Total assets | 71,146 | 163,563 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market mutual funds | 71,146 | 163,563 |
Total assets | 71,146 | 163,563 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market mutual funds | 0 | 0 |
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Money market mutual funds | 0 | 0 |
Total assets | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, weighted average remaining lease term | 1 year 4 months 24 days | 1 year 4 months 24 days | ||
Operating lease, weighted average discount rate (as a percent) | 5.20% | 5.20% | ||
Finance lease, weighted average remaining lease term | 1 year 10 months 24 days | 1 year 10 months 24 days | ||
Finance lease, weighted average discount rate (as a percent) | 6.10% | 6.10% | ||
Subscription and Related Services | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease income | $ 2,520 | $ 2,560 | $ 7,785 | $ 7,534 |
Computer Equipment | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, term of contract | 3 years | 3 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Operating leases: | |
Operating lease cost | $ 515 |
Variable lease cost | 47 |
Total operating lease cost | 562 |
Finance leases: | |
Amortization of right-of-use assets | 5,117 |
Interest on lease liabilities | 439 |
Total finance lease cost | $ 5,556 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jan. 31, 2023 |
Operating | ||
2024 (remaining three months) | $ 228 | |
2025 | 404 | |
2026 | 86 | |
2027 | 42 | |
Thereafter | 7 | |
Total future minimum lease payments | 767 | |
Less: interest | (22) | |
Present value of lease liabilities | 745 | |
Finance | ||
2024 (Remaining three months) | 1,764 | |
2025 | 5,343 | |
2026 | 2,986 | |
2027 | 521 | |
Thereafter | 0 | |
Total future minimum lease payments | 10,614 | $ 8,090 |
Less: interest | (681) | |
Present value of lease liabilities | $ 9,933 | $ 7,651 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash used for operating leases | $ 962 | |
Operating cash used for finance leases | 395 | |
Financing cash used for finance leases | 5,156 | $ 4,316 |
Total | 6,513 | |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating | 346 | $ 0 |
Finance | 7,438 | |
Total | $ 7,784 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Thousands | 9 Months Ended | |||
Jun. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) installment | Oct. 03, 2023 | Jan. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | ||||
Contractual commitments | $ 10,614 | $ 8,090 | ||
ConnectOnCall | ||||
Loss Contingencies [Line Items] | ||||
Percentage of equity acquired (as a percent) | 100% | |||
Liabilities incurred to sellers | $ 10,000 | $ 10,937 | ||
Number of quarterly installments | installment | 7 | |||
Technology Infrastructure | ||||
Loss Contingencies [Line Items] | ||||
Purchase obligation | $ 7,381 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 372 | $ 206 | $ 1,326 | $ 654 |
Effective tax rate (as a percent) | 1.30% | 0.50% |
Net loss per share attributab_3
Net loss per share attributable to common stockholders - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Numerator: | ||||||||
Net loss | $ (31,941) | $ (36,767) | $ (37,531) | $ (40,167) | $ (46,716) | $ (51,242) | $ (106,239) | $ (138,125) |
Denominator: | ||||||||
Weighted-average shares of common stock outstanding, basic (in shares) | 55,251,074 | 52,606,400 | 54,139,555 | 52,294,026 | ||||
Weighted-average shares of common stock outstanding, diluted (in shares) | 55,251,074 | 52,606,400 | 54,139,555 | 52,294,026 | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.58) | $ (0.76) | $ (1.96) | $ (2.64) | ||||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.58) | $ (0.76) | $ (1.96) | $ (2.64) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders - Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,767,931 | 6,546,012 |
Stock options to purchase common stock, restricted stock and performance stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,701,132 | 6,469,378 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 66,799 | 76,634 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Revenues | $ 91,619 | $ 73,103 | $ 261,294 | $ 204,324 | |
Accounts receivable | 57,439 | 57,439 | $ 51,394 | ||
General and administrative | 20,240 | 19,600 | 61,105 | 60,528 | |
Prepaid expenses and other current assets | 13,575 | 13,575 | 10,709 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 319 | 170 | 868 | 521 | |
Accounts receivable | $ 23 | 23 | 339 | ||
General and administrative | $ 77 | $ 118 | $ 297 | ||
Prepaid expenses and other current assets | $ 51 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 03, 2023 USD ($) | Aug. 11, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Oct. 31, 2023 USD ($) installment | Oct. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||
Interest expense | $ 517 | $ 456 | $ 1,230 | $ 1,150 | |||
Acquisition related costs | $ 3,115 | ||||||
MediFind | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity acquired (as a percent) | 100% | ||||||
Total consideration transferred | $ 8,871 | ||||||
Weighted average amortization period (in years) | 10 years | ||||||
MediFind | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares (in shares) | shares | 150,786 | ||||||
Access | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity acquired (as a percent) | 100% | ||||||
Total consideration transferred | $ 37,411 | $ 37,411 | |||||
Weighted average amortization period (in years) | 13 years | ||||||
Access | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares (in shares) | shares | 1,096,436 | ||||||
ConnectOnCall | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity acquired (as a percent) | 100% | ||||||
Total consideration transferred | $ 13,946 | $ 13,946 | |||||
Number of quarterly installments | installment | 7 | ||||||
Weighted average amortization period (in years) | 8 years | ||||||
Appropriate credit-adjusted discount rate (as a percent) | 9.30% | ||||||
Interest accrual per annum (as a percent) | 9.30% | ||||||
Interest expense | $ 76 | ||||||
Consideration transferred to acquire, undiscounted payments | $ 10,937 |
Acquisitions - Schedule of Medi
Acquisitions - Schedule of MediFind Purchase Price Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Oct. 03, 2023 | Aug. 11, 2023 | Jun. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Equity consideration paid to sellers | $ 35,321 | $ 0 | |||
MediFind | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid to sellers | $ 3,901 | 3,901 | |||
Equity consideration paid to sellers | 4,676 | ||||
Liabilities incurred to sellers | 294 | ||||
Total fair value of acquisition consideration | 8,871 | ||||
Access | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid to sellers | 6,766 | 6,766 | |||
Equity consideration paid to sellers | 30,645 | ||||
Liabilities incurred to sellers | 0 | ||||
Total fair value of acquisition consideration | $ 37,411 | 37,411 | |||
ConnectOnCall | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid to sellers | 3,946 | 3,946 | |||
Equity consideration paid to sellers | 0 | ||||
Liabilities incurred to sellers | 10,000 | $ 10,937 | |||
Total fair value of acquisition consideration | $ 13,946 | $ 13,946 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Paid (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash paid for acquisitions, net of cash acquired per statement of cash flows | $ 14,279 | $ 0 | |
MediFind | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to sellers | $ 3,901 | 3,901 | |
Less: Cash acquired | (231) | ||
Cash paid for acquisitions, net of cash acquired per statement of cash flows | 3,670 | ||
Access | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to sellers | 6,766 | 6,766 | |
Less: Cash acquired | (80) | ||
Cash paid for acquisitions, net of cash acquired per statement of cash flows | 6,686 | ||
ConnectOnCall | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to sellers | $ 3,946 | 3,946 | |
Less: Cash acquired | (23) | ||
Cash paid for acquisitions, net of cash acquired per statement of cash flows | $ 3,923 |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Final Allocation of MediFind Purchase Price (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Oct. 03, 2023 | Aug. 11, 2023 | Jun. 30, 2023 | Jan. 31, 2023 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 75,468 | $ 33,736 | |||
MediFind | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 231 | ||||
Accounts receivable | 149 | ||||
Other current assets | 722 | ||||
Identified intangible assets acquired | 2,300 | ||||
Goodwill | 6,821 | ||||
Total assets acquired | 10,223 | ||||
Accounts payable | (121) | ||||
Accrued liabilities | (816) | ||||
Deferred revenue | (292) | ||||
Deferred income tax liabilities | (123) | ||||
Total purchase price | $ 8,871 | ||||
Access | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 80 | ||||
Accounts receivable | 2,290 | ||||
Other current assets | 110 | ||||
Identified intangible assets acquired | 18,300 | ||||
Goodwill | 23,006 | ||||
Total assets acquired | 43,786 | ||||
Accounts payable | (196) | ||||
Accrued liabilities | (884) | ||||
Deferred revenue | (5,295) | ||||
Deferred income tax liabilities | 0 | ||||
Total purchase price | $ 37,411 | ||||
ConnectOnCall | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 23 | ||||
Accounts receivable | 244 | ||||
Other current assets | 34 | ||||
Identified intangible assets acquired | 2,000 | ||||
Goodwill | 11,905 | ||||
Total assets acquired | 14,206 | ||||
Accounts payable | (133) | ||||
Accrued liabilities | (49) | ||||
Deferred revenue | (78) | ||||
Deferred income tax liabilities | 0 | ||||
Total purchase price | $ 13,946 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Asset Acquired Related to MediFind Acquisition (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Oct. 03, 2023 | Aug. 11, 2023 | Jun. 30, 2023 |
Trademark | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 15 years | |||
MediFind | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Fair Value | $ 2,300 | |||
MediFind | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 7 years | |||
Fair Value | $ 1,200 | |||
MediFind | Trademark | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 15 years | |||
Fair Value | $ 700 | |||
MediFind | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 10 years | |||
Fair Value | $ 400 | |||
Access | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Fair Value | $ 18,300 | |||
Access | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 7 years | |||
Fair Value | $ 5,200 | |||
Access | Trademark | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 15 years | |||
Fair Value | $ 2,400 | |||
Access | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 15 years | |||
Fair Value | $ 10,700 | |||
ConnectOnCall | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Fair Value | $ 2,000 | |||
ConnectOnCall | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 5 years | |||
Fair Value | $ 1,500 | |||
ConnectOnCall | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (years) | 15 years | |||
Fair Value | $ 500 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | 9 Months Ended | |||
Dec. 04, 2023 | Oct. 31, 2023 | Mar. 28, 2022 | Mar. 27, 2022 | |
Third SVB Facility | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | $ 50,000,000 | ||
Quarterly fee (as a percent) | 0.15% | |||
Subsequent Event | Revolving Credit Facility | Senior Secured Asset-based Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, term | 5 years | |||
Maximum borrowing capacity | $ 50,000,000 | |||
Quarterly fee (as a percent) | 0.25% | |||
Debt issuance costs | $ 778,000 | |||
Subsequent Event | Revolving Credit Facility | Third SVB Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Termination fees | 784,000 | |||
Loss on termination of debt | 1,290,000 | |||
Write off of unamortized deferred financing costs | 506,000 | |||
Subsequent Event | Bridge Loan | Senior Secured Asset-based Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Subsequent Event | Letter of Credit | Senior Secured Asset-based Revolving Credit Facility | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 |