Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 22, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36330 | ||
Entity Registrant Name | CASTLIGHT HEALTH, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-1989091 | ||
Entity Address, Address Line One | 150 Spear Street | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
City Area Code | 415 | ||
Local Phone Number | 829-1400 | ||
Title of 12(b) Security | Class B Common Stock, par value $0.0001 per share | ||
Trading Symbol | CSLT | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 98 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for its 2020 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the Registrant’s year ended December 31, 2020, are incorporated by reference in Part III of this Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001433714 | ||
Class A | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,998,171 | ||
Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 122,623,836 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 49,242 | $ 43,017 |
Marketable securities | 0 | 16,411 |
Accounts receivable and other, net | 31,740 | 31,397 |
Prepaid expenses and other current assets | 3,800 | 4,645 |
Total current assets | 84,782 | 95,470 |
Property and equipment, net | 5,321 | 4,856 |
Restricted cash, non-current | 1,144 | 1,144 |
Deferred commissions | 9,556 | 14,718 |
Deferred professional service costs | 4,462 | 6,711 |
Intangible assets, net | 7,930 | 12,178 |
Goodwill | 41,485 | 91,785 |
Operating lease right-of-use assets, net | 10,238 | 13,906 |
Other assets | 1,855 | 2,016 |
Total assets | 166,773 | 242,784 |
Current liabilities: | ||
Accounts payable | 5,145 | 19,596 |
Accrued expenses and other current liabilities | 7,898 | 10,454 |
Accrued compensation | 8,633 | 8,770 |
Deferred revenue | 6,848 | 10,173 |
Operating lease liabilities | 5,789 | 5,914 |
Total current liabilities | 34,313 | 54,907 |
Deferred revenue, non-current | 663 | 572 |
Debt, non-current | 0 | 1,395 |
Operating lease liabilities, non-current | 7,446 | 11,823 |
Other liabilities, non-current | 485 | 1,213 |
Total liabilities | 42,907 | 69,910 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2020 and 2019; no shares issued and outstanding as of December 31, 2020 and 2019 | 0 | 0 |
Additional paid-in capital | 641,075 | 627,899 |
Accumulated other comprehensive income | 0 | 2 |
Accumulated deficit | (517,225) | (455,042) |
Total stockholders’ equity | 123,866 | 172,874 |
Total liabilities and stockholders’ equity | 166,773 | 242,784 |
Class A | ||
Stockholders’ equity: | ||
Common stock value issued | 4 | 4 |
Class B | ||
Stockholders’ equity: | ||
Common stock value issued | $ 12 | $ 11 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock | ||
Par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 10,000,000 | 10,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common Stock | ||
Par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 200,000,000 | 200,000,000 |
Shares issued (in shares) | 34,998,171 | 35,032,053 |
Shares outstanding (in shares) | 34,998,171 | 35,032,053 |
Class B | ||
Common Stock | ||
Par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 800,000,000 | 800,000,000 |
Shares issued (in shares) | 120,768,900 | 113,177,162 |
Shares outstanding (in shares) | 120,768,900 | 113,177,162 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue: | ||||
Total revenue, net | $ 146,709 | $ 143,308 | $ 156,404 | |
Cost of revenue: | ||||
Total cost of revenue | 52,042 | 59,074 | 60,189 | |
Gross profit | 94,667 | 84,234 | 96,215 | |
Operating expenses: | ||||
Selling and marketing | [1] | 32,026 | 38,597 | 49,134 |
Research and development | [1] | 49,465 | 58,994 | 61,355 |
General and administrative | [1] | 25,662 | 27,981 | 25,620 |
Goodwill impairment | 50,300 | 0 | 0 | |
Total operating expenses | 157,453 | 125,572 | 136,109 | |
Operating loss | (62,786) | (41,338) | (39,894) | |
Other income, net | 603 | 1,336 | 188 | |
Net loss | $ (62,183) | $ (40,002) | $ (39,706) | |
Net loss per share, basic and diluted (in usd per share) | $ (0.41) | $ (0.28) | $ (0.29) | |
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 151,478 | 145,172 | 137,686 | |
Subscription | ||||
Revenue: | ||||
Total revenue, net | $ 141,160 | $ 137,393 | $ 143,901 | |
Cost of revenue: | ||||
Total cost of revenue | [1] | 34,996 | 34,067 | 34,691 |
Professional services and other | ||||
Revenue: | ||||
Total revenue, net | 5,549 | 5,915 | 12,503 | |
Cost of revenue: | ||||
Total cost of revenue | [1] | $ 17,046 | $ 25,007 | $ 25,498 |
[1] | Includes stock-based compensation expense as follows: Year Ended December 31, 2020 2019 2018 Cost of revenue: Cost of subscription $ 813 $ 774 $ 1,017 Cost of professional services and other 650 953 1,177 Sales and marketing 2,028 2,142 3,770 Research and development 4,544 6,100 7,214 General and administrative 4,410 5,034 4,954 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subscription | |||
Allocated share-based compensation expense | $ 813 | $ 774 | $ 1,017 |
Professional services and other | |||
Allocated share-based compensation expense | 650 | 953 | 1,177 |
Sales and marketing | |||
Allocated share-based compensation expense | 2,028 | 2,142 | 3,770 |
Research and development | |||
Allocated share-based compensation expense | 4,544 | 6,100 | 7,214 |
General and administrative | |||
Allocated share-based compensation expense | $ 4,410 | $ 5,034 | $ 4,954 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statement of Comprehensive Loss: | |||
Net loss | $ (62,183) | $ (40,002) | $ (39,706) |
Other comprehensive (loss) income: | |||
Net change in unrealized (loss) gain on available-for-sale marketable securities | (2) | 2 | 22 |
Other comprehensive (loss) income | (2) | 2 | 22 |
Comprehensive loss | $ (62,185) | $ (40,000) | $ (39,684) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 134,539,275 | ||||
Beginning balance at Dec. 31, 2017 | $ 211,557 | $ 13 | $ 586,900 | $ (22) | $ (375,334) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units (in shares) | 4,131,967 | ||||
Exercise of stock options, net (in shares) | 3,255,963 | ||||
Exercise of stock options, net | 4,480 | $ 1 | 4,479 | ||
Stock-based compensation | 18,318 | 18,318 | |||
Comprehensive income (loss) | (39,684) | 22 | (39,706) | ||
Ending balance (in shares) at Dec. 31, 2018 | 141,927,205 | ||||
Ending balance at Dec. 31, 2018 | 194,671 | $ 14 | 609,697 | 0 | (415,040) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units (in shares) | 4,075,341 | ||||
Exercise of stock options, net (in shares) | 2,206,669 | ||||
Exercise of stock options, net | 3,060 | $ 1 | 3,059 | ||
Stock-based compensation | 15,143 | 15,143 | |||
Comprehensive income (loss) | (40,000) | 2 | (40,002) | ||
Ending balance (in shares) at Dec. 31, 2019 | 148,209,215 | ||||
Ending balance at Dec. 31, 2019 | 172,874 | $ 15 | 627,899 | 2 | (455,042) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units (in shares) | 6,854,230 | ||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||
Exercise of stock options, net (in shares) | 236,104 | ||||
Exercise of stock options, net | 270 | 270 | |||
Issuance of common stock under the ESPP (in shares) | 467,522 | ||||
Issuance of common stock under the ESPP | 371 | 371 | |||
Stock-based compensation | 12,536 | 12,536 | |||
Comprehensive income (loss) | (62,185) | (2) | (62,183) | ||
Ending balance (in shares) at Dec. 31, 2020 | 155,767,071 | ||||
Ending balance at Dec. 31, 2020 | $ 123,866 | $ 16 | $ 641,075 | $ 0 | $ (517,225) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net loss | $ (62,183) | $ (40,002) | $ (39,706) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,537 | 5,920 | 6,858 |
Goodwill impairment | 50,300 | 0 | 0 |
Stock-based compensation | 12,445 | 15,003 | 18,132 |
Amortization and impairment of deferred commissions | 7,789 | 10,768 | 13,105 |
Amortization and impairment of deferred professional service costs | 3,517 | 5,242 | 5,268 |
Non-cash operating lease expense | 4,910 | 5,315 | |
Lease exit and related charges | 0 | 0 | 2,634 |
Accretion and amortization of marketable securities | 2 | (238) | (516) |
Changes in operating assets and liabilities: | |||
Accounts receivable and other, net | (343) | (4,581) | (4,883) |
Deferred commissions | (2,627) | (5,344) | (5,735) |
Deferred professional service costs | (1,178) | (1,686) | (2,735) |
Prepaid expenses and other assets | 824 | 102 | 178 |
Accounts payable | (13,622) | 9,278 | 5,744 |
Operating lease liabilities | (5,744) | (5,726) | |
Accrued expenses and other liabilities | (2,821) | (3,760) | 290 |
Deferred revenue | (3,234) | (10,478) | (9,219) |
Accrued compensation | (137) | 2,795 | (7,966) |
Net cash used in operating activities | (5,565) | (17,392) | (18,551) |
Investing activities: | |||
Purchase of property and equipment, net | (3,580) | (1,953) | (2,014) |
Purchase of marketable securities | (2,994) | (30,589) | (31,974) |
Sales of marketable securities | 2,001 | 0 | 0 |
Maturities of marketable securities | 17,400 | 25,745 | 53,210 |
Net cash provided by (used in) investing activities | 12,827 | (6,797) | 19,222 |
Financing activities: | |||
Proceeds from exercise of stock options | 270 | 3,060 | 4,480 |
Proceeds from ESPP offering | 371 | 0 | 0 |
Principal payments on debt | (1,859) | (1,859) | (465) |
Net cash (used in) provided by financing activities | (1,218) | 1,201 | 4,015 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 6,044 | (22,988) | 4,686 |
Cash, cash equivalents and restricted cash at beginning of period | 44,342 | 67,330 | 62,644 |
Cash, cash equivalents and restricted cash at end of period | 50,386 | 44,342 | 67,330 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Total cash, cash equivalents and restricted cash | 50,386 | 67,330 | 62,644 |
Supplemental cash flow information: | |||
Cash paid for interest | 68 | 188 | 215 |
Purchase of property and equipment, accrued but not paid | 26 | 854 | 93 |
Right-of-use assets obtained in exchange for new operating lease liabilities, net | $ 0 | $ 1,950 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Castlight Health, Inc. (“Castlight”, “the Company” or “we”) provides health navigation solutions for large U.S. employers and health plans (“customers”) and their respective employees and members (“users”). Castlight’s offerings help individuals connect and engage with the right provider, benefit, or virtual care solution, at the right time, leveraging a combination of sophisticated technology and an expert team. Castlight’s navigation offerings have demonstrated measurable results, driving high engagement and user satisfaction, increased program utilization, steerage to the right care and provider, and lower healthcare costs for its customers and millions of users. The Company was incorporated in the State of Delaware in January 2008. The Company's principal executive offices are located in San Francisco, California, and its Customer Center of Excellence is located in Sandy, Utah. |
Accounting Standards and Signif
Accounting Standards and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Standards and Significant Accounting Policies | Accounting Standards and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders' equity and cash flows. The consolidated financial statements include the results of Castlight and its wholly-owned U.S. subsidiaries. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to the determination of: • Variable consideration included in the transaction price of the Company’s contracts with customers; • The standalone selling price of the performance obligations in the Company’s contracts with customers; • Assumptions used in the valuation of certain equity awards; • Assumptions used in the calculation of goodwill impairment, including the forecast of future cash flows and discount rate; and • Assumptions used in the calculation of right-of-use (“ROU”) assets and lease liabilities for operating leases, including lease terms and the Company’s incremental borrowing rate. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. Segment Information The Company's chief operating decision maker, its CEO, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company has determined that it operates in a single reportable segment, cloud-based products. Revenue Recognition Revenues are derived primarily from contracts with customers for subscription services and professional services. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues do not include sales taxes. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenue. Subscription revenue recognition commences on the date that the Company’s subscription services are made available to the customer, which the Company considers to be the launch date, and subscription revenue is generally recognized over the contract term. Subscription contracts are generally three years in length and certain contracts include termination provisions. Some of the Company’s subscription contracts include performance incentives that are generally based on engagement. Additionally, some of the Company’s subscription contracts include audit provisions. The Company considers fees related to performance incentives and audit provisions to be variable consideration. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance as well as other information available to the Company. The Company reassesses its estimates related to variable consideration each reporting period and records adjustments when appropriate. Professional Services and Other Revenue. Professional services and other revenue is primarily comprised of implementation services related to the Company's subscription service. Nearly all of the Company's professional services are sold on a fixed-fee basis. Professional services and other revenue also includes revenue from products sold through the Company’s online marketplace and add-on subscription services made available from other ecosystem partners. These revenues are recognized on a net basis primarily because the Company acts as an agent in these contracts. Contracts with Multiple Performance Obligations. Most of the Company’s contracts have multiple promised services consisting of subscription services and professional services, including implementation services. For contracts with multiple promised services, the Company evaluates whether the promised services are distinct. If the promised services are distinct, revenue is recognized for the respective performance obligation separately. If one or more of the promised services are not distinct, the promised services that are not distinct are combined with the Company's subscription service, and revenue for the respective combined performance obligation is recognized over the term of the subscription service. The Company has concluded that its implementation services are not distinct, primarily because these services are not capable of being distinct as the customer cannot benefit from the implementation services on their own. Accordingly, the Company considers the separate performance obligations in contracts with multiple promised services to be a combined performance obligation comprised of subscription services and implementation services. The transaction price for contracts with multiple performance obligations is allocated to the separate performance obligations based on their standalone selling price. The Company determines standalone selling prices based on its overall pricing objectives taking into consideration market conditions and other factors, including the value of the contracts, the subscription services sold, and customer demographics. Contract Balances The Company records a contract asset when revenue is recognized prior to invoicing. Contract assets are presented within accounts receivable and other in the accompanying consolidated balance sheet. A contract liability represents deferred revenue. Deferred revenue consists of professional services and cloud-based subscription services that have been billed in advance of revenue being recognized. The Company invoices its customers for its cloud-based subscription services based on the terms of the contract, which can be annual, quarterly or monthly installments. Deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current. Costs of Revenue Cost of revenue consists of cost of subscription revenue and cost of professional services and other revenue. Cost of subscription revenue primarily consists of data fees, employee-related expenses (including salaries, bonuses, benefits and stock-based compensation), hosting costs of its cloud-based subscription service, cost of subcontractors, expenses for service delivery (which includes call center support), allocated overhead, costs of data center capacity, amortization of internal-use software, depreciation of certain owned computer equipment and software, and amortization of intangibles related to developed technology and backlog. Cost of professional services and other revenue consists primarily of employee-related expenses (including salaries, bonuses, benefits and stock-based compensation) associated with these services, cost of subcontractors, deferred and amortized professional services costs, travel costs and allocated overhead. The time and costs of the Company's customer implementations vary based on the source and condition of the data the Company receives from third parties, the configurations that the Company agrees to provide and the size of the customer. Cost of subscription revenue is expensed as the Company incurs the costs. Cost of professional services and other revenue, to the extent it is incurred and is directly attributable to fulfillment of performance obligations under a customer contract, is deferred and amortized over the benefit period of five years. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company's cash and cash equivalents generally consist of investments in money market mutual funds and U.S. agency obligations. Cash and cash equivalents are stated at fair value. Marketable Securities The Company's marketable securities consist of U.S. agency obligations and U.S. treasury securities, with maturities at the time of purchase of greater than three months. Marketable securities with remaining maturities in excess of one year are classified as non-current. The Company classifies its marketable securities as available-for-sale at the time of purchase based on its intent and are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income/loss. Unrealized losses for available-for-sale securities are recorded in other comprehensive income/loss, unless the losses relate to deterioration in credit risk or if it is likely it will sell the securities before the recovery of their cost basis. In these cases, the unrealized losses are reported in other income, net in the consolidated statements of operations. Realized gains and losses are determined based on the specific identification method and are reported in other income, net in the consolidated statements of operations. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded when invoiced and at the invoiced amount, net of allowances for doubtful accounts. When accounts receivable are recorded, the related revenue may not commence until a later date depending on the nature of the services invoiced. The allowance for doubtful accounts is based on the Company's assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering historical information such as the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. In addition, the Company considers current economic conditions, and expected future economic conditions, to determine future expected losses. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. For all periods presented, the allowance for doubtful accounts was not significant. Deferred Commissions Deferred commissions are the incremental costs that are incurred to obtain contracts with customers and consist primarily of sales commissions paid to the Company's sales force and channel partners. The commissions for initial contracts are deferred and amortized on a straight-line basis over a period of benefit that the Company has determined typically to be five years. The Company determined the period of benefit by taking into consideration the expected life of its subscription contracts, the expected life of the technology underlying its subscription services and other factors. Deferred commissions are recoverable through the Company’s future revenues. Amortization of deferred commissions is included in sales and marketing expense in the accompanying consolidated statements of operations. All costs deferred are reviewed for impairment quarterly. Deferred Professional Service Costs Deferred professional service costs are the direct costs incurred to fulfill subscription contracts that occur prior to the launch of the Company’s subscription services. Professional service costs, which primarily consist of employee related expenses attributable to launch activities, are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined typically to be five years for the same reasons as described in the deferred commissions disclosure above. Deferred professional service costs are recoverable through future revenues. Amortization of deferred professional service costs is included in cost of professional services and other revenue in the accompanying consolidated statements of operations. All costs deferred are reviewed for impairment quarterly. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows (in years): Software 3 - 5 Computer equipment 3 Furniture and equipment 5 - 7 Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations for the period realized. Internal-Use Software For the Company's development costs related to its cloud-based subscription service, the Company capitalizes costs incurred during the application development stage. Costs related to preliminary project and post-implementation stages are expensed as incurred. Capitalized software development costs are included as part of property and equipment and are amortized on a straight-line basis over the technology's estimated useful life, which is generally three years. The amortization expense is recorded as a component of cost of subscription revenue and was $0.3 million, $0.0 million, and $0.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Company capitalized software development costs of $0.6 million and $0.3 million and for the years ended December 31, 2020 and 2019, respectively. Restricted Cash Restricted cash is included in Prepaid expenses and other current assets or Restricted cash, non-current depending on the remaining term of the restriction and consists of letters of credit related to the Company’s leased office spaces. Goodwill The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. If it is determined that it is more likely than not that its fair value is less than its carrying amount, the Company performs a quantitative impairment test of goodwill, in which the fair value of the Company's single reporting unit is compared to its carrying value. Any excess of the goodwill carrying amount over the fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Refer to Note 5 – Goodwill and Intangible Assets to the consolidated financial statements for further information on goodwill. Intangible Assets Acquired finite-lived intangible assets are amortized over their estimated useful lives. The Company evaluates the recoverability of its intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company has not recorded any such impairment charges. Leases The Company determines if an arrangement is a lease and its classification at lease inception. Operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date to compute the present value of lease payments when the implicit rate is not readily determinable. ROU assets are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease amounts, less any lease incentives. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease terms do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Generally, lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company's lease agreements have both lease and non-lease components. The Company has elected to account for lease and non-lease components on a combined basis. Stock-based Compensation All stock-based compensation to employees is measured based on the grant-date fair value of the awards and recognized in the Company's consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company accounts for forfeitures as they occur. The Company estimates the fair value of all other stock options and stock purchase rights under the employee stock purchase plan using the Black-Scholes option valuation model. For restricted stock units, fair value is based on the closing price of the Company's Class B common stock on the grant date. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. For awards with performance based and service vesting conditions, compensation expense is recognized over the requisite service period if it is probable that the performance-based condition will be satisfied based on the accelerated attribution method. For awards with market based and service vesting conditions, compensation expense is recognized over the requisite service period using the accelerated attribution method. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. The Company's evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. Warranties and Indemnification The Company's cloud-based subscription service is generally warranted to be performed in a professional manner and in a manner that will comply with the terms of the customer agreements. The Company's arrangements generally include certain provisions for indemnifying customers against liabilities if there is a breach of a customer’s data or if the Company's service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in the financial statements. The Company has entered into service-level agreements with certain customers warranting, among other things, defined levels of performance and response times and permitting those customers to receive credits for prepaid amounts related to subscription services in the event that the Company fails to meet those levels. To date, the Company has not experienced any significant failures to meet defined levels of performance and response times as a result of those agreements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding 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 the Company, arising out of that person’s services as its 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 would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Advertising Expenses Advertising is expensed as incurred. Advertising expense was $0.2 million, $0.1 million and $0.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. Concentrations of Risk and Significant Customers The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. At times, the Company's deposits may exceed federally insured limits. The Company serves its customers and users from outsourced data center facilities located in the United States. The Company has internal procedures to restore all of its production customer facing services in the event of disasters at its facilities. Procedures utilizing currently deployed hardware, software and services at certain of the Company's disaster recovery locations allow its cloud-based service to be restored within 24 hours during the implementation of the procedures to restore services. Significant customers represent more than 10% of the total revenue for the most recent period presented or more than 10% of accounts receivable balance as of the most recent balance sheet date. The Company had one customer, Anthem, Inc. (“Anthem”) that represented approximately 47% of total revenue for the year ended December 31, 2020. See Note 3 - Revenue, Deferred Revenue, Contract Balances and Performance Obligations, under the caption “Anthem Agreement” for additional information. No other customers accounted for more than 10% of total revenue for the year ended December 31, 2020. The Company had four customers that accounted for approximately 15%, 15%, 13% and 11%, respectively, of accounts receivable, excluding contract assets, as of December 31, 2020. Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent amendments (“ASC 326”). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this standard did not have a material impact on the Company’s financial statements. The Company will continue to actively monitor the impact of the current coronavirus (“COVID-19”) pandemic on expected credit losses. Effective January 1, 2020, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined that the ASUs issued by the FASB during the year ended December 31, 2020 are either not applicable or are expected to have minimal impact on the Company's consolidated financial results. |
Revenue, Deferred Revenue, Cont
Revenue, Deferred Revenue, Contract Balances and Performance Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Deferred Revenue, Contract Balances and Performance Obligations | Revenue, Deferred Revenue, Contract Balances and Performance Obligations The Company sells to customers based in the United States. Starting January 1, 2020, the effective date of the Anthem enterprise license agreement, the Company began treating Anthem as a direct health plan customer rather than a channel partner. As a result, substantially all of the Company's revenues were generated through direct sales for the year ended December 31, 2020. Indirect channel revenue represented approximately 28% of the Company’s total revenue for the year ended December 31, 2019. Deferred revenue as of December 31, 2020 and December 31, 2019 was $7.5 million and $10.7 million, respectively. Contract assets as of December 31, 2020 and December 31, 2019 were $9.4 million and $0.4 million, respectively. The increase in contract assets is primarily due to the Anthem enterprise license agreement that results in revenue recognized ahead of invoicing in the first year of that agreement. Revenue of $10.4 million and $19.7 million was recognized during the years ended December 31, 2020 and 2019, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. The Company recorded favorable cumulative catch-up adjustments to revenue arising from changes in variable consideration of $3.6 million and $2.8 million during the years ended December 31, 2020 and 2019, respectively. The aggregate balance of remaining performance obligations from non-cancelable contracts with customers as of December 31, 2020 was $163.0 million. The Company expects to recognize approximately 70% of this balance over the next 12 months, with the remaining balance recognized thereafter. Remaining performance obligations are defined as deferred revenue and amounts yet to be billed for the non-cancelable portion of contracts. Anthem Agreement |
Deferred Costs
Deferred Costs | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs | Deferred Costs Changes in the balance of total deferred commissions and deferred professional service costs for the year ended December 31, 2020 are as follows (in thousands): As of December 31, 2019 Expense recognized As of December 31, 2020 Additions Deferred commissions $ 14,718 $ 2,627 $ (7,789) $ 9,556 Deferred professional service costs 6,711 1,268 (3,517) 4,462 Total deferred commissions and professional service costs $ 21,429 $ 3,895 $ (11,306) $ 14,018 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Impairment The Company determined that the significant decline in the U.S. economy as a result of the COVID-19 pandemic, together with the decline in the Company’s stock price, constituted a triggering event, which required the Company to perform interim impairment analyses related to its long-lived assets and goodwill during the first quarter of 2020. The impairment analysis for long-lived assets indicated that the assets were recoverable; therefore, no impairment was recorded. After assessing long-lived assets, the Company performed a goodwill impairment analysis and determined that the carrying value of its only reporting unit exceeded its fair value by approximately $50.3 million. The fair value was determined using the income approach. The Company believes that the income approach is the most reliable indication of fair value since it incorporates future estimated revenues and expenses for the reporting unit that the market approach may not directly incorporate. In addition to future estimated revenue and expenses, the determination of fair value included assumptions related to a discount rate. As of December 31, 2020, the Company determined that there were no indicators present to suggest that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. The Company will continue to monitor its goodwill on a quarterly basis for indicators of impairment, including but not limited to, further declines in the stock price. Accordingly, there may be future impairments. Goodwill The Company’s goodwill relates entirely to the acquisition of Jiff in 2017. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. As of December 31, 2020, the gross amount of goodwill was $91.8 million and accumulated goodwill impairment was $50.3 million, all of which was recorded in the first quarter of 2020. The goodwill impairment did not involve any cash expenditures. Intangible assets, net Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. Subsequent to the end of the second quarter of 2019, the Company realized elevated churn related to legacy Jiff customers. As a result, the Company performed an analysis of realized churn and future forecasts and updated its estimate of the original useful life of customer relationships and backlog in the third quarter of 2019. The estimated useful life of customer relationships was revised from 10 years to 6 years, and the estimated useful life of backlog was revised from 3 years to 2.5 years. These updates in useful lives were accounted for as a change in accounting estimate and were applied prospectively to the remaining carrying amounts. The following tables set forth the fair value components of identifiable acquired intangible assets (dollars in thousands): As of December 31, 2020 Useful Life (in years) Gross Accumulated Amortization Net Customer relationships 6 $ 10,900 $ (5,620) $ 5,280 Developed technology 5 10,600 (7,950) 2,650 Total identifiable intangible assets $ 21,500 $ (13,570) $ 7,930 As of December 31, 2019 Useful Life (in years) Gross Accumulated Amortization Net Customer relationships 6 $ 10,900 $ (3,509) $ 7,391 Developed technology 5 10,600 (5,830) 4,770 Backlog 2.5 1,500 (1,500) — Other acquired intangible assets 1 - 3 900 (883) 17 Total identifiable intangible assets $ 23,900 $ (11,722) $ 12,178 Amortization expense from acquired intangible assets for the years ended December 31, 2020, 2019 and 2018 was $4.2 million, $4.0 million and $4.0 million and is included in cost of subscription, general and administrative, and sales and marketing expenses. Future estimated amortization expense for acquired intangible assets is as follows (in thousands): 2021 $ 4,232 2022 2,642 2023 1,056 Total estimated amortization expense $ 7,930 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The amortized cost and fair value of marketable securities was $0.8 million as of December 31, 2020, all of which consisted of money market mutual funds and was included in cash and cash equivalents. Marketable securities consisted of the following (in thousands): As of December 31, 2019 Amortized Unrealized Unrealized Fair Value U.S. treasury securities $ 13,602 $ 1 $ — $ 13,603 U.S. agency obligations 6,400 1 — 6,401 Money market mutual funds 8,736 — — 8,736 28,738 2 — 28,740 Included in cash and cash equivalents 12,329 — — 12,329 Included in marketable securities $ 16,409 $ 2 $ — $ 16,411 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that the Company maximizes the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The fair value of marketable securities included in the Level 2 category is based on observable inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. These values were obtained from a third-party pricing service and were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established third-party pricing vendors and broker-dealers. There have been no changes in valuation techniques in the periods presented. There were no significant transfers between fair value measurement levels for the years ended December 31, 2020 and 2019. As of December 31, 2020 and December 31, 2019, there were no securities within Level 3 of the fair value hierarchy. The Company's assets that are measured at fair value consisted of $0.8 million of money market mutual funds that were included in cash and cash equivalents as of December 31, 2020, all of which were classified as Level 1 within the fair value hierarchy. The following table presents information about the Company's assets that are measured at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2019 Level 1 Level 2 Total Cash equivalents: Money market mutual funds $ 8,736 $ — $ 8,736 U.S. treasury securities — 3,593 3,593 Marketable securities: U.S. agency obligations — 6,401 6,401 U.S. treasury securities — 10,010 10,010 $ 8,736 $ 20,004 $ 28,740 Gross unrealized gains and losses for cash equivalents and marketable securities as of December 31, 2020 and December 31, 2019 were not material. Realized gains for the year ended December 31, 2020 were not material. There were no realized gains or losses for the year ended December 31, 2019. As of December 31, 2020 and December 31, 2019, all of the Company's marketable securities mature within one year. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2020 2019 Leasehold improvements $ 4,606 $ 2,834 Computer equipment 7,655 8,126 Software 908 1,110 Internal-use software 3,878 2,925 Furniture and equipment 1,492 1,048 Construction in progress 128 1,164 Total 18,667 17,207 Accumulated depreciation/amortization (13,346) (12,351) Property and equipment, net $ 5,321 $ 4,856 Depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $2.3 million, $1.9 million and $2.8 million, respectively. Depreciation is recorded on a straight-line basis. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Term Loan The Company has a term loan facility (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”) that provided for a term loan of approximately $5.6 million (the “Term Loan”). Obligations under the Term Loan accrue interest at a floating per annum rate equal to the greater of (A) the prime rate as published in the money rates section of The Wall Street Journal minus 1% or (B) 0%. Interest and principal on the term loan are payable monthly. The maturity date of the Term Loan is September 1, 2021, and the outstanding balance of $1.4 million is classified within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2020. In addition to principal and interest payments, the Company is also required to pay $0.5 million as final payment on the earlier of maturity, termination or prepayment of the Term Loan. The Company accrues for the final payment over the life of the Term Loan using the effective interest method. Interest expense related to the Term Loan was $0.2 million, $0.3 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Per the Loan Agreement, the Company is subject to certain reporting covenants, and the debt obligations are secured by a security interest in the assets of the Company, excluding intellectual property and certain other exceptions. The Company was in compliance with all reporting covenants in the Loan Agreement related to the outstanding principal balance as of December 31, 2020. Revolving Line of Credit On May 5, 2020, the Company entered into the Third Amended and Restated Loan and Security Agreement (the "Amended Loan Agreement") with the Bank. The Amended Loan Agreement amended and restated its existing Loan Agreement. Under the Amended Loan Agreement, the Bank agreed to extend a $25.0 million revolving credit facility to the Company (the “Revolving Line”). Borrowings under the Revolving Line accrue interest at a floating per annum rate equal to the Prime Rate plus 1%, and such interest is payable monthly. The Company may request borrowings under the Revolving Line prior to May 4, 2023, on which date the Revolving Line terminates. In relation to the Revolving Line, the Company is subject to certain financial and reporting covenants. As of December 31, 2020, no borrowings have been made under the Revolving Line, and the Company was in compliance with all financial and reporting covenants. |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Accrued Compensation | Accrued Compensation Accrued compensation consisted of the following (in thousands): As of December 31, 2020 2019 Accrued bonuses 6,177 5,842 Other employee and benefits payable 2,456 2,928 Total $ 8,633 $ 8,770 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company’s principal commitments primarily consist of obligations under leases for office space and data centers. The leases expire at various dates through 2025 and, in some cases, include renewal options. The exercise of an option is at the sole discretion of the Company. The Company subleases certain office facilities to third parties. All leases are classified as operating leases and the Company does not have finance leases. Information about these operating leases is disclosed in the following table (dollars in thousands): As of December 31, 2020 2019 Lease cost: Operating lease cost $ 6,019 $ 6,674 Variable lease cost (1) 738 702 Short-term lease cost 287 93 Sublease income (2,747) (2,693) Total lease cost $ 4,297 $ 4,776 Other information: Operating cash flows used in the measurement of operating lease liabilities $ 6,853 $ 7,085 Weighted-average remaining lease term - operating leases (in years) 2.8 3.3 Weighted-average discount rate - operating leases 7.36 % 7.52 % (1) Includes variable payments such as common area maintenance, property taxes and insurance. The Company adopted Accounting Standards Update 2016-02, Leases , and subsequent amendments ("ASC 842") as of January 1, 2019. As such, reporting periods beginning on and after January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with prior accounting guidance. For these prior years, the Company recognized rent expense on a straight-line basis over the lease period and accrued for rent expense incurred but not paid. Rent expense for the year ended December 31, 2018 was $3.5 million. In March 2018, the Company subleased a portion of its engineering office located in Mountain View, California reducing its total rent obligation by $2.4 million and recognized a one-time sublease loss of $0.9 million in research and development expense in the accompanying consolidated statement of operations in 2018. During 2018, the Company recognized a lease exit charge of approximately $1.3 million related to the remaining engineering office space in Mountain View, California that the Company no longer utilizes. These charges were recorded in research and development expense in the accompanying consolidated statement of operations. Maturities of Lease Liabilities As of December 31, 2020, the future minimum lease payments under non-cancellable operating leases are as follows (in thousands): 2021 $ 6,533 2022 4,247 2023 1,759 2024 1,397 2025 714 Total lease payments 14,650 Less: Interest (1,415) Present value of lease liabilities 13,235 Less: current portion (5,789) Operating lease liabilities, non-current $ 7,446 The Company had asset retirement obligations of $0.3 million as of December 31, 2020 and 2019 . |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Legal Matters From time to time, the Company may become subject to legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive notices alleging infringement of patents or other intellectual property rights. If an unfavorable outcome were to occur in litigation, the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. The Company accrues for loss contingencies when it is both probable that the Company will incur the loss and when it can reasonably estimate the amount of the loss or range of loss. |
Stockholders' Equity and Stock
Stockholders' Equity and Stock Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity and Stock Compensation | Stockholders' Equity and Stock Compensation Common Stock The Company has two classes of common stock, Class A common stock and Class B common stock. Each share of Class A common stock and each share of Class B common stock has one vote per share except in certain circumstances pertaining to change in control, the sale of all or substantially all of our assets and liquidation matters, and on all matters if and when any individual, entity or group has, or has publicly disclosed an intent to have, beneficial ownership of 30% or more of the number of outstanding shares of our Class A and Class B common stock, combined. In such circumstances, holders of our Class A common stock are entitled to ten votes per share and holders of our Class B common stock are entitled to one vote per share. Each outstanding share of Class A common stock is convertible at any time at the option of the holder into one share of Class B common stock. Employee Equity Plans The Company adopted a 2014 Equity Incentive Plan (“EIP”) that became effective on March 12, 2014 and serves as the successor to the Company's 2008 Stock Incentive Plan. Shares issued under the 2008 Stock Incentive Plan were Class A common stock, and shares issued under the EIP are Class B common stock. The Company's 2014 EIP authorizes the award of stock options, restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance awards and stock bonuses. Stock options are generally granted with a contractual term of 10 years. Equity awards generally vest over four years contingent upon employment or service with the Company on the vesting date. As of December 31, 2020, 2,690,710 shares were reserved for future issuance under the EIP. The Company adopted a 2014 Employee Stock Purchase Plan (“ESPP”) that became effective on March 13, 2014 which allows eligible employees to purchase shares of the Company's Class B common stock at a discount. A total of 6,000,000 shares of Class B common stock was initially reserved and available for issuance under the ESPP. The ESPP, as amended in 2019, provides for an initial three-month offering period commencing December 1, 2019, and for regular six-month offering periods beginning each March 1 and September 1 thereafter. On each purchase date, ESPP participants purchase shares of the Company’s Class B common stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Class B common stock on the offering date, or (ii) the fair market value of the Class B common stock on the purchase date. As of December 31, 2020, 5,532,478 shares were reserved for future issuance under the ESPP. During the year ended December 31, 2020, in connection with the appointment of a member of senior management, the Company granted the individual 760,870 inducement RSUs and an inducement stock option to purchase 1,178,000 shares of Class B common stock. These grants were issued outside the Company’s 2014 Equity Incentive Plan in accordance with NYSE Listed Company Rule 303A.08, and were approved by the Compensation and Talent Committee of the Company’s board of directors. The information related to these grants is included in the Stock Option Activity and Restricted Stock Units Activity tables below. Stock-Based Compensation to Employees The assumptions used in the Black-Scholes option-pricing model were determined as follows: Volatility. Beginning in 2020, volatility is based on the Company's historical volatility over the expected life of its stock awards. Prior to 2020, the Company did not have enough trading history for its Class B common stock, therefore, the expected volatility was derived from the historical stock volatilities of peer group companies within the Company's industry. In evaluating peer companies, the Company considered factors such as nature of business, customer base, service offerings and markets served. Expected Life. The expected term represents the period that the Company's stock-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options. Risk-Free Interest Rate. The risk-free rate that the Company used is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero. Fair Value of Common Stock. The Company has used the market closing price for its Class B common stock as reported on the New York Stock Exchange to determine the fair value of the Company's common stock. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2020 2019 2018 Volatility 73% – 75% 57 % – 58 % 57% Expected life (in years) 6.1 6.1 6.1 Risk-free interest rate 0.34 % – 1.47% 1.62 % – 2.57 % 2.72 % – 2.74 % Dividend yield —% —% —% The Company used the following Black-Scholes assumptions in estimating the fair value of the shares under the ESPP: Year Ended December 31, 2020 2019 Volatility 71 % – 103 % 55% Expected life equals length of offering period (in years) 0.5 0.3 Risk-free interest rate 0.13 % – 0.95 % 1.60% Dividend yield —% —% Stock Option Activity A summary of stock option activity for the year ended December 31, 2020 is as follows: Number of Weighted- Weighted- Aggregate Balance at December 31, 2019 7,207,733 $ 1.94 7.4 $ 412 Stock options granted 2,007,111 $ 1.18 Stock options exercised (236,104) $ 1.15 Stock options forfeited and canceled (2,991,497) $ 1.72 Balance at December 31, 2020 5,987,243 $ 1.82 7.2 $ 568 Vested or expected to vest at December 31, 2020 5,987,243 $ 1.82 7.2 $ 568 Exercisable as of December 31, 2020 2,524,951 $ 2.40 4.5 $ 329 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $1.18, $1.58 and $3.69, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2020, 2019 and 2018 was $0.8 million, $0.9 million and $3.4 million, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2020, 2019 and 2018, was $0.1 million, $2.3 million and $5.7 million, respectively. The intrinsic value is the difference of the current fair value of the stock and the exercise price of the stock option. As of December 31, 2020, the Company had $2.6 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 3.0 years. Restricted Stock Units Activity A summary of unvested restricted stock unit activity for the year ended December 31, 2020 is as follows: Number of shares Weighted Average Grant-Date Fair Value Balance at December 31, 2019 11,615,884 $ 2.44 Restricted Stock Units granted 15,101,446 $ 0.92 Restricted Stock Units vested (1) (6,854,230) $ 1.81 Restricted Stock Units forfeited and canceled (4,711,057) $ 2.14 Balance at December 31, 2020 15,152,043 $ 1.31 (1) Includes performance stock units (“PSUs”) that vested in the current year. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2020, 2019, and 2018 was $0.92, $2.32 and $3.36, respectively. The total grant-date fair value of RSUs vested during the year ended December 31, 2020, 2019, and 2018 was $12.4 million, $14.6 million and $17.3 million, respectively. As of December 31, 2020, the Company had $18.3 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.6 years. During 2019, the Company granted 0.9 million PSUs to certain employees. During 2020, the performance targets related to these PSUs were fully achieved and approved by the Compensation and Talent Committee of the Company's board of directors. For the year ended December 31, 2020, the Company recognized compensation expense of approximately $0.9 million related to these performance awards. For the year ended December 31, 2019, the Company recognized compensation expense of approximately $0.5 million related to these performance awards and performance awards granted in 2018. For the year ended December 31, 2018, the Company recognized compensation expense of approximately $0.6 million related to PSUs. ESPP Activity Stock-based compensation expense related to the ESPP was immaterial for the years ended December 31, 2020 and 2019. As of December 31, 2020, the unrecognized stock-based compensation expense related to the ESPP was also immaterial, and is expected to be recognized over the remaining term of the current offering period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes was $62.2 million, $40.0 million and $39.7 million for years ended December 31, 2020, 2019 and 2018, respectively, all from domestic operations. As a result of the Company's history of net operating losses and full valuation allowance against its net deferred tax assets, there was no current or deferred income tax provision for the years ended December 31, 2020, 2019 and 2018. Reconciliations of the statutory federal income tax rate and the Company's effective tax rate consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Tax at federal statutory rate $ (13,058) $ (8,400) $ (8,338) State statutory rate (net of federal benefit) (667) (1,481) (2,279) Stock compensation (75) 79 (194) Change in valuation allowance 2,861 9,522 10,638 Goodwill impairment 10,563 — — Other 376 280 173 $ — $ — $ — Significant components of the Company's deferred tax assets, net and deferred tax liabilities were as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 124,048 $ 122,564 Operating lease liabilities 3,418 4,517 Accrued compensation 1,790 1,949 Stock-based compensation 4,615 5,065 Other reserves and accruals 298 518 Property and equipment 605 528 134,774 135,141 Valuation allowance (124,293) (122,995) Deferred tax assets, net of valuation allowance 10,481 12,146 Deferred tax liabilities: Intangibles (1,783) (3,156) Deferred costs (6,054) (5,452) Operating lease right-of-use assets, net (2,644) (3,538) Deferred tax liabilities (10,481) (12,146) Net deferred tax assets/(liabilities) $ — $ — The Company provided a full valuation allowance for its net deferred tax assets as of December 31, 2020 and 2019, due to the uncertainty surrounding the future realization of such assets. Therefore, no benefit has been recognized for the net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by $1.3 million during the year ended December 31, 2020, due to the increase in net operating losses for ongoing operations. As of December 31, 2020, the Company had approximately $494.2 million of federal and $330.0 million of state net operating loss carryforwards available to offset future taxable income. If not utilized, the federal and state net operating loss carryforwards begin to expire in 2029. As of December 31, 2020, the Company also had approximately $14.4 million and $14.9 million of research and development tax credit carryforwards available to reduce future taxable income, if any, for federal and California purposes, respectively. The federal credit carryforwards expire beginning in 2029, and the California research credits do not expire and may be carried forward indefinitely. The Company's ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined under Section 382, utilization of the Company's net operating loss carryforwards and tax credits could be limited. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. A reconciliation of the beginning and ending amount of the gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Gross unrecognized tax benefits at the beginning of the year $ 25,718 $ 22,188 $ 18,888 Increases for tax positions related to the current year 3,538 3,530 3,300 Gross unrecognized tax benefits at the end of the year $ 29,256 $ 25,718 $ 22,188 As of December 31, 2020, all unrecognized tax benefits are subject to a full valuation allowance and, if recognized, will not affect the Company's tax rate. The Company does not anticipate that the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company's policy is to include interest and penalties related to unrecognized tax benefits within its provision for income taxes. Due to the Company's net operating loss position, the Company has not recorded an accrual for interest or penalties related to uncertain tax positions for the years ended December 31, 2020, 2019 or 2018. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including Preferred Stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. When shares of both Class A and Class B common stock are outstanding, net loss is allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the net loss is allocated on a proportionate basis. The following table presents the calculation of basic and diluted net loss per share for the Company's common stock (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Class A Class B Class A Class B Class A Class B Net loss $ (14,380) $ (47,803) $ (9,817) $ (30,185) $ (13,375) $ (26,331) Weighted-average shares used to compute basic and diluted net loss per share 35,029 116,449 35,627 109,545 46,379 91,307 Basic and diluted net loss per share $ (0.41) $ (0.41) $ (0.28) $ (0.28) $ (0.29) $ (0.29) The following securities were excluded from the calculation of diluted net loss per share for common stock because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Stock options and RSUs 21,139 18,824 15,794 Shares issuable under the ESPP 269 216 — Warrants 115 115 115 21,523 19,155 15,909 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. Under the plan, participating employees may defer up to 90% of their pre-tax earnings, subject to the Internal Revenue Service's annual contribution limits. The Company matches a portion of employee contributions. The Company's contribution expense totaled $1.0 million, $1.2 million and $1.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Reduction in Workforce
Reduction in Workforce | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Reduction in Workforce | Reduction in Workforce On May 4, 2020, the Company announced its intent to undertake a program to reduce its workforce as part of the Company’s efforts to respond to the COVID-19 pandemic and ensure longer-term financial stability for the Company in light of the ongoing economic challenges resulting from COVID-19 and its impact on the Company’s business (the “Program”). The Program involved the termination of approximately 60 employees, representing 13% of the Company’s headcount. For the year ended December 31, 2020, the Company incurred charges of approximately $2.0 million related to employee severance and benefits costs under the Program, all of which are cash expenditures. As of September 30, 2020, all costs were fully paid out. In addition, as part of its cost reductions in light of the COVID-19 pandemic, the Company implemented reductions in base salary for its employees, effective May 16, 2020, consisting of a 30% reduction for the Company’s Chief Executive Officer, 25% reduction for the Company’s Chief Financial Officer, 20% reduction for members of the Company’s executive leadership team, and tiered reductions of 10% - 15% for other employees with salaries above $100,000, which the Company anticipated would last at least six months, and would be re-evaluated at that time. Members of the Company’s board of directors also voluntarily agreed to forego 50% of their cash compensation for the duration of the employee salary reductions. In early November 2020, management, in consultation with the board of directors, determined that it would reinstate full salaries for those who were impacted by the salary reduction and restore the board of director’s cash compensation to its original levels, effective November 16, 2020. On July 30, 2018, the Company announced its intent to undertake a program to reduce its workforce in order to decrease expenses, align its operations with evolving business needs and improve efficiencies. This was in part due to the unexpected churn of a large customer. Under this program, the Company undertook an initiative to reduce its workforce by approximately 12%. For the year ended December 31, 2018, the Company incurred charges of approximately $2.1 million for this reduction, all of which related to severance costs. As of December 31, 2018, all costs were fully paid out. |
Accounting Standards and Sign_2
Accounting Standards and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders' equity and cash flows. The consolidated financial statements include the results of Castlight and its wholly-owned U.S. subsidiaries. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to the determination of: • Variable consideration included in the transaction price of the Company’s contracts with customers; • The standalone selling price of the performance obligations in the Company’s contracts with customers; • Assumptions used in the valuation of certain equity awards; • Assumptions used in the calculation of goodwill impairment, including the forecast of future cash flows and discount rate; and • Assumptions used in the calculation of right-of-use (“ROU”) assets and lease liabilities for operating leases, including lease terms and the Company’s incremental borrowing rate. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. |
Segment Information | Segment Information The Company's chief operating decision maker, its CEO, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company's financial performance. Accordingly, the Company has determined that it operates in a single reportable segment, cloud-based products. |
Revenue Recognition, Cost of Revenue and Deferred Revenue | Revenue Recognition Revenues are derived primarily from contracts with customers for subscription services and professional services. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues do not include sales taxes. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenue. Subscription revenue recognition commences on the date that the Company’s subscription services are made available to the customer, which the Company considers to be the launch date, and subscription revenue is generally recognized over the contract term. Subscription contracts are generally three years in length and certain contracts include termination provisions. Some of the Company’s subscription contracts include performance incentives that are generally based on engagement. Additionally, some of the Company’s subscription contracts include audit provisions. The Company considers fees related to performance incentives and audit provisions to be variable consideration. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance as well as other information available to the Company. The Company reassesses its estimates related to variable consideration each reporting period and records adjustments when appropriate. Professional Services and Other Revenue. Professional services and other revenue is primarily comprised of implementation services related to the Company's subscription service. Nearly all of the Company's professional services are sold on a fixed-fee basis. Professional services and other revenue also includes revenue from products sold through the Company’s online marketplace and add-on subscription services made available from other ecosystem partners. These revenues are recognized on a net basis primarily because the Company acts as an agent in these contracts. Contracts with Multiple Performance Obligations. Most of the Company’s contracts have multiple promised services consisting of subscription services and professional services, including implementation services. For contracts with multiple promised services, the Company evaluates whether the promised services are distinct. If the promised services are distinct, revenue is recognized for the respective performance obligation separately. If one or more of the promised services are not distinct, the promised services that are not distinct are combined with the Company's subscription service, and revenue for the respective combined performance obligation is recognized over the term of the subscription service. The Company has concluded that its implementation services are not distinct, primarily because these services are not capable of being distinct as the customer cannot benefit from the implementation services on their own. Accordingly, the Company considers the separate performance obligations in contracts with multiple promised services to be a combined performance obligation comprised of subscription services and implementation services. The transaction price for contracts with multiple performance obligations is allocated to the separate performance obligations based on their standalone selling price. The Company determines standalone selling prices based on its overall pricing objectives taking into consideration market conditions and other factors, including the value of the contracts, the subscription services sold, and customer demographics. Contract Balances The Company records a contract asset when revenue is recognized prior to invoicing. Contract assets are presented within accounts receivable and other in the accompanying consolidated balance sheet. A contract liability represents deferred revenue. Deferred revenue consists of professional services and cloud-based subscription services that have been billed in advance of revenue being recognized. The Company invoices its customers for its cloud-based subscription services based on the terms of the contract, which can be annual, quarterly or monthly installments. Deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current. Costs of Revenue Cost of revenue consists of cost of subscription revenue and cost of professional services and other revenue. Cost of subscription revenue primarily consists of data fees, employee-related expenses (including salaries, bonuses, benefits and stock-based compensation), hosting costs of its cloud-based subscription service, cost of subcontractors, expenses for service delivery (which includes call center support), allocated overhead, costs of data center capacity, amortization of internal-use software, depreciation of certain owned computer equipment and software, and amortization of intangibles related to developed technology and backlog. Cost of professional services and other revenue consists primarily of employee-related expenses (including salaries, bonuses, benefits and stock-based compensation) associated with these services, cost of subcontractors, deferred and amortized professional services costs, travel costs and allocated overhead. The time and costs of the Company's customer implementations vary based on the source and condition of the data the Company receives from third parties, the configurations that the Company agrees to provide and the size of the customer. Cost of subscription revenue is expensed as the Company incurs the costs. Cost of professional services and other revenue, to the extent it is incurred and is directly attributable to fulfillment of performance obligations under a customer contract, is deferred and amortized over the benefit period of five years. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company's cash and cash equivalents generally consist of investments in money market mutual funds and U.S. agency obligations. Cash and cash equivalents are stated at fair value. |
Marketable Securities | Marketable SecuritiesThe Company's marketable securities consist of U.S. agency obligations and U.S. treasury securities, with maturities at the time of purchase of greater than three months. Marketable securities with remaining maturities in excess of one year are classified as non-current. The Company classifies its marketable securities as available-for-sale at the time of purchase based on its intent and are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income/loss. Unrealized losses for available-for-sale securities are recorded in other comprehensive income/loss, unless the losses relate to deterioration in credit risk or if it is likely it will sell the securities before the recovery of their cost basis. In these cases, the unrealized losses are reported in other income, net in the consolidated statements of operations. Realized gains and losses are determined based on the specific identification method and are reported in other income, net in the consolidated statements of operations. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are recorded when invoiced and at the invoiced amount, net of allowances for doubtful accounts. When accounts receivable are recorded, the related revenue may not commence until a later date depending on the nature of the services invoiced. The allowance for doubtful accounts is based on the Company's assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering historical information such as the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. In addition, the Company considers current economic conditions, and expected future economic conditions, to determine future expected losses. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. For all periods presented, the allowance for doubtful accounts was not significant. |
Deferred Commissions | Deferred Commissions Deferred commissions are the incremental costs that are incurred to obtain contracts with customers and consist primarily of sales commissions paid to the Company's sales force and channel partners. The commissions for initial contracts are deferred and amortized on a straight-line basis over a period of benefit that the Company has determined typically to be five years. The Company determined the period of benefit by taking into consideration the expected life of its subscription contracts, the expected life of the technology underlying its subscription services and other factors. Deferred commissions are recoverable through the Company’s future revenues. Amortization of deferred commissions is included in sales and marketing expense in the accompanying consolidated statements of operations. All costs deferred are reviewed for impairment quarterly. |
Deferred Professional Service Costs | Deferred Professional Service Costs Deferred professional service costs are the direct costs incurred to fulfill subscription contracts that occur prior to the launch of the Company’s subscription services. Professional service costs, which primarily consist of employee related expenses attributable to launch activities, are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined typically to be five years for the same reasons as described in the deferred commissions disclosure above. Deferred professional service costs are recoverable through future revenues. Amortization of deferred professional service costs is included in cost of professional services and other revenue in the accompanying consolidated statements of operations. All costs deferred are reviewed for impairment quarterly. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows (in years): Software 3 - 5 Computer equipment 3 Furniture and equipment 5 - 7 Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations for the period realized. |
Internal-Use Software | Internal-Use Software For the Company's development costs related to its cloud-based subscription service, the Company capitalizes costs incurred during the application development stage. Costs related to preliminary project and post-implementation stages are expensed as incurred. Capitalized software development costs are included as part of property and equipment and are amortized on a straight-line basis over the technology's estimated useful life, which is generally three years. |
Restricted Cash | Restricted CashRestricted cash is included in Prepaid expenses and other current assets or Restricted cash, non-current depending on the remaining term of the restriction and consists of letters of credit related to the Company’s leased office spaces. |
Goodwill and Intangible Assets | Goodwill The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. If it is determined that it is more likely than not that its fair value is less than its carrying amount, the Company performs a quantitative impairment test of goodwill, in which the fair value of the Company's single reporting unit is compared to its carrying value. Any excess of the goodwill carrying amount over the fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Refer to Note 5 – Goodwill and Intangible Assets to the consolidated financial statements for further information on goodwill. Intangible Assets Acquired finite-lived intangible assets are amortized over their estimated useful lives. The Company evaluates the recoverability of its intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company has not recorded any such impairment charges. |
Leases | Leases The Company determines if an arrangement is a lease and its classification at lease inception. Operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date to compute the present value of lease payments when the implicit rate is not readily determinable. ROU assets are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease amounts, less any lease incentives. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease terms do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Generally, lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company's lease agreements have both lease and non-lease components. The Company has elected to account for lease and non-lease components on a combined basis. |
Stock-based Compensation | Stock-based CompensationAll stock-based compensation to employees is measured based on the grant-date fair value of the awards and recognized in the Company's consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company accounts for forfeitures as they occur. The Company estimates the fair value of all other stock options and stock purchase rights under the employee stock purchase plan using the Black-Scholes option valuation model. For restricted stock units, fair value is based on the closing price of the Company's Class B common stock on the grant date. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. For awards with performance based and service vesting conditions, compensation expense is recognized over the requisite service period if it is probable that the performance-based condition will be satisfied based on the accelerated attribution method. For awards with market based and service vesting conditions, compensation expense is recognized over the requisite service period using the accelerated attribution method. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. |
Warranties and Indemnification | Warranties and Indemnification The Company's cloud-based subscription service is generally warranted to be performed in a professional manner and in a manner that will comply with the terms of the customer agreements. The Company's arrangements generally include certain provisions for indemnifying customers against liabilities if there is a breach of a customer’s data or if the Company's service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in the financial statements. The Company has entered into service-level agreements with certain customers warranting, among other things, defined levels of performance and response times and permitting those customers to receive credits for prepaid amounts related to subscription services in the event that the Company fails to meet those levels. To date, the Company has not experienced any significant failures to meet defined levels of performance and response times as a result of those agreements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding 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 the Company, arising out of that person’s services as its 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 would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
Advertising Expenses | Advertising ExpensesAdvertising is expensed as incurred. |
Concentrations of Risk and Significant Customers | Concentrations of Risk and Significant Customers The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. At times, the Company's deposits may exceed federally insured limits. The Company serves its customers and users from outsourced data center facilities located in the United States. The Company has internal procedures to restore all of its production customer facing services in the event of disasters at its facilities. Procedures utilizing currently deployed hardware, software and services at certain of the Company's disaster recovery locations allow its cloud-based service to be restored within 24 hours during the implementation of the procedures to restore services. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent amendments (“ASC 326”). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this standard did not have a material impact on the Company’s financial statements. The Company will continue to actively monitor the impact of the current coronavirus (“COVID-19”) pandemic on expected credit losses. Effective January 1, 2020, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined that the ASUs issued by the FASB during the year ended December 31, 2020 are either not applicable or are expected to have minimal impact on the Company's consolidated financial results. |
Accounting Standards and Sign_3
Accounting Standards and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows (in years): Software 3 - 5 Computer equipment 3 Furniture and equipment 5 - 7 Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Property and equipment consisted of the following (in thousands): As of December 31, 2020 2019 Leasehold improvements $ 4,606 $ 2,834 Computer equipment 7,655 8,126 Software 908 1,110 Internal-use software 3,878 2,925 Furniture and equipment 1,492 1,048 Construction in progress 128 1,164 Total 18,667 17,207 Accumulated depreciation/amortization (13,346) (12,351) Property and equipment, net $ 5,321 $ 4,856 |
Deferred Costs (Tables)
Deferred Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred costs, capitalized, prepaid, and other assets disclosure | Changes in the balance of total deferred commissions and deferred professional service costs for the year ended December 31, 2020 are as follows (in thousands): As of December 31, 2019 Expense recognized As of December 31, 2020 Additions Deferred commissions $ 14,718 $ 2,627 $ (7,789) $ 9,556 Deferred professional service costs 6,711 1,268 (3,517) 4,462 Total deferred commissions and professional service costs $ 21,429 $ 3,895 $ (11,306) $ 14,018 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following tables set forth the fair value components of identifiable acquired intangible assets (dollars in thousands): As of December 31, 2020 Useful Life (in years) Gross Accumulated Amortization Net Customer relationships 6 $ 10,900 $ (5,620) $ 5,280 Developed technology 5 10,600 (7,950) 2,650 Total identifiable intangible assets $ 21,500 $ (13,570) $ 7,930 As of December 31, 2019 Useful Life (in years) Gross Accumulated Amortization Net Customer relationships 6 $ 10,900 $ (3,509) $ 7,391 Developed technology 5 10,600 (5,830) 4,770 Backlog 2.5 1,500 (1,500) — Other acquired intangible assets 1 - 3 900 (883) 17 Total identifiable intangible assets $ 23,900 $ (11,722) $ 12,178 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future estimated amortization expense for acquired intangible assets is as follows (in thousands): 2021 $ 4,232 2022 2,642 2023 1,056 Total estimated amortization expense $ 7,930 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | Marketable securities consisted of the following (in thousands): As of December 31, 2019 Amortized Unrealized Unrealized Fair Value U.S. treasury securities $ 13,602 $ 1 $ — $ 13,603 U.S. agency obligations 6,400 1 — 6,401 Money market mutual funds 8,736 — — 8,736 28,738 2 — 28,740 Included in cash and cash equivalents 12,329 — — 12,329 Included in marketable securities $ 16,409 $ 2 $ — $ 16,411 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company's assets that are measured at fair value on a recurring basis using the above input categories (in thousands): As of December 31, 2019 Level 1 Level 2 Total Cash equivalents: Money market mutual funds $ 8,736 $ — $ 8,736 U.S. treasury securities — 3,593 3,593 Marketable securities: U.S. agency obligations — 6,401 6,401 U.S. treasury securities — 10,010 10,010 $ 8,736 $ 20,004 $ 28,740 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows (in years): Software 3 - 5 Computer equipment 3 Furniture and equipment 5 - 7 Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Property and equipment consisted of the following (in thousands): As of December 31, 2020 2019 Leasehold improvements $ 4,606 $ 2,834 Computer equipment 7,655 8,126 Software 908 1,110 Internal-use software 3,878 2,925 Furniture and equipment 1,492 1,048 Construction in progress 128 1,164 Total 18,667 17,207 Accumulated depreciation/amortization (13,346) (12,351) Property and equipment, net $ 5,321 $ 4,856 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Accrued Compensation | Accrued compensation consisted of the following (in thousands): As of December 31, 2020 2019 Accrued bonuses 6,177 5,842 Other employee and benefits payable 2,456 2,928 Total $ 8,633 $ 8,770 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Information About Operating Leases | Information about these operating leases is disclosed in the following table (dollars in thousands): As of December 31, 2020 2019 Lease cost: Operating lease cost $ 6,019 $ 6,674 Variable lease cost (1) 738 702 Short-term lease cost 287 93 Sublease income (2,747) (2,693) Total lease cost $ 4,297 $ 4,776 Other information: Operating cash flows used in the measurement of operating lease liabilities $ 6,853 $ 7,085 Weighted-average remaining lease term - operating leases (in years) 2.8 3.3 Weighted-average discount rate - operating leases 7.36 % 7.52 % (1) Includes variable payments such as common area maintenance, property taxes and insurance. |
Maturities of Lease Liabilities | As of December 31, 2020, the future minimum lease payments under non-cancellable operating leases are as follows (in thousands): 2021 $ 6,533 2022 4,247 2023 1,759 2024 1,397 2025 714 Total lease payments 14,650 Less: Interest (1,415) Present value of lease liabilities 13,235 Less: current portion (5,789) Operating lease liabilities, non-current $ 7,446 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2020 2019 2018 Volatility 73% – 75% 57 % – 58 % 57% Expected life (in years) 6.1 6.1 6.1 Risk-free interest rate 0.34 % – 1.47% 1.62 % – 2.57 % 2.72 % – 2.74 % Dividend yield —% —% —% The Company used the following Black-Scholes assumptions in estimating the fair value of the shares under the ESPP: Year Ended December 31, 2020 2019 Volatility 71 % – 103 % 55% Expected life equals length of offering period (in years) 0.5 0.3 Risk-free interest rate 0.13 % – 0.95 % 1.60% Dividend yield —% —% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | A summary of stock option activity for the year ended December 31, 2020 is as follows: Number of Weighted- Weighted- Aggregate Balance at December 31, 2019 7,207,733 $ 1.94 7.4 $ 412 Stock options granted 2,007,111 $ 1.18 Stock options exercised (236,104) $ 1.15 Stock options forfeited and canceled (2,991,497) $ 1.72 Balance at December 31, 2020 5,987,243 $ 1.82 7.2 $ 568 Vested or expected to vest at December 31, 2020 5,987,243 $ 1.82 7.2 $ 568 Exercisable as of December 31, 2020 2,524,951 $ 2.40 4.5 $ 329 |
Nonvested Restricted Stock Shares Activity | A summary of unvested restricted stock unit activity for the year ended December 31, 2020 is as follows: Number of shares Weighted Average Grant-Date Fair Value Balance at December 31, 2019 11,615,884 $ 2.44 Restricted Stock Units granted 15,101,446 $ 0.92 Restricted Stock Units vested (1) (6,854,230) $ 1.81 Restricted Stock Units forfeited and canceled (4,711,057) $ 2.14 Balance at December 31, 2020 15,152,043 $ 1.31 (1) Includes performance stock units (“PSUs”) that vested in the current year. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliations of the statutory federal income tax rate and the Company's effective tax rate consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Tax at federal statutory rate $ (13,058) $ (8,400) $ (8,338) State statutory rate (net of federal benefit) (667) (1,481) (2,279) Stock compensation (75) 79 (194) Change in valuation allowance 2,861 9,522 10,638 Goodwill impairment 10,563 — — Other 376 280 173 $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax assets, net and deferred tax liabilities were as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 124,048 $ 122,564 Operating lease liabilities 3,418 4,517 Accrued compensation 1,790 1,949 Stock-based compensation 4,615 5,065 Other reserves and accruals 298 518 Property and equipment 605 528 134,774 135,141 Valuation allowance (124,293) (122,995) Deferred tax assets, net of valuation allowance 10,481 12,146 Deferred tax liabilities: Intangibles (1,783) (3,156) Deferred costs (6,054) (5,452) Operating lease right-of-use assets, net (2,644) (3,538) Deferred tax liabilities (10,481) (12,146) Net deferred tax assets/(liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of the gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Gross unrecognized tax benefits at the beginning of the year $ 25,718 $ 22,188 $ 18,888 Increases for tax positions related to the current year 3,538 3,530 3,300 Gross unrecognized tax benefits at the end of the year $ 29,256 $ 25,718 $ 22,188 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for the Company's common stock (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Class A Class B Class A Class B Class A Class B Net loss $ (14,380) $ (47,803) $ (9,817) $ (30,185) $ (13,375) $ (26,331) Weighted-average shares used to compute basic and diluted net loss per share 35,029 116,449 35,627 109,545 46,379 91,307 Basic and diluted net loss per share $ (0.41) $ (0.41) $ (0.28) $ (0.28) $ (0.29) $ (0.29) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of diluted net loss per share for common stock because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Stock options and RSUs 21,139 18,824 15,794 Shares issuable under the ESPP 269 216 — Warrants 115 115 115 21,523 19,155 15,909 |
Accounting Standards and Sign_4
Accounting Standards and Significant Accounting Policies - Revenue and Related (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Subscription contract, term | 3 years |
Capitalized Contract Cost [Line Items] | |
Deferred professional service period | 5 years |
Cost of professional services | |
Capitalized Contract Cost [Line Items] | |
Deferred commissions amortization period | 5 years |
Deferred commissions | |
Capitalized Contract Cost [Line Items] | |
Deferred commissions amortization period | 5 years |
Accounting Standards and Sign_5
Accounting Standards and Significant Accounting Policies - Subscription Revenue, Property and Equipment and Internal-Use Software (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized compute software | $ 0.6 | $ 0.3 | |
Subscription Revenue | |||
Property, Plant and Equipment [Line Items] | |||
Amortization | $ 0.3 | $ 0 | $ 0.8 |
Internal-use Software | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (in years) | 3 years | ||
Internal-use software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Internal-use software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Furniture and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Furniture and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years |
Accounting Standards and Sign_6
Accounting Standards and Significant Accounting Policies - Advertising Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 0.2 | $ 0.1 | $ 0.3 |
Accounting Standards and Sign_7
Accounting Standards and Significant Accounting Policies - Concentrations of Risk and Significant Customers (Details) - Customer Concentration Risk | 12 Months Ended |
Dec. 31, 2020 | |
Anthem | Revenue | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 47.00% |
One Customer | Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 15.00% |
Two Customer | Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 15.00% |
Three Customer | Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 13.00% |
Four Customer | Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 11.00% |
Revenue, Deferred Revenue, Co_2
Revenue, Deferred Revenue, Contract Balances and Performance Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Deferred revenue | $ 7.5 | $ 10.7 |
Contract with customer, asset, net | 9.4 | 0.4 |
Contract with customer, liability, revenue recognized | 10.4 | 19.7 |
Contract with customer, liability, cumulative catch-up adjustment to revenue, change in estimate of transaction price | $ 3.6 | $ 2.8 |
Indirect Channel | Revenue from Contract with Customer | Customer Concentration Risk | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Concentration risk, percentage | 28.00% |
Revenue, Deferred Revenue, Co_3
Revenue, Deferred Revenue, Contract Balances and Performance Obligations - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Oct. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 163 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 168 | |
Revenue, remaining performance obligation, percentage | 70.00% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 30 months |
Deferred Costs (Details)
Deferred Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred commissions | |||
As of beginning of period | $ 14,718 | ||
Additions | 2,627 | ||
Expense recognized | (7,789) | $ (10,768) | $ (13,105) |
As of end of period | 9,556 | 14,718 | |
Deferred professional service costs | |||
As of beginning of period | 6,711 | ||
Additions | 1,268 | ||
Expense recognized | (3,517) | ||
As of end of period | 4,462 | 6,711 | |
Total deferred commissions and professional service costs | |||
As of beginning of period | 21,429 | ||
Additions | 3,895 | ||
Expense recognized | (11,306) | ||
As of end of period | 14,018 | 21,429 | |
Deferred costs, impairment charges | $ 2,100 | $ (3,200) | $ 1,900 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated goodwill impairment | $ 50.3 | ||
Gross goodwill | 91.8 | ||
Amortization expense | $ 4.2 | $ 4 | $ 4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 21,500 | $ 23,900 | |
Accumulated Amortization | (13,570) | (11,722) | |
Net | $ 7,930 | $ 12,178 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 10 years | 6 years | 6 years |
Gross | $ 10,900 | $ 10,900 | |
Accumulated Amortization | (5,620) | (3,509) | |
Net | $ 5,280 | $ 7,391 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 5 years | 5 years | |
Gross | $ 10,600 | $ 10,600 | |
Accumulated Amortization | (7,950) | (5,830) | |
Net | $ 2,650 | $ 4,770 | |
Backlog | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 3 years | 2 years 6 months | |
Gross | $ 1,500 | ||
Accumulated Amortization | (1,500) | ||
Net | 0 | ||
Other acquired intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 900 | ||
Accumulated Amortization | (883) | ||
Net | $ 17 | ||
Other acquired intangible assets | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 1 year | ||
Other acquired intangible assets | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 4,232 | |
2022 | 2,642 | |
2023 | 1,056 | |
Net | $ 7,930 | $ 12,178 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 28,738 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Fair Value | 28,740 | |
Included in cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 12,329 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 12,329 | |
Included in marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,409 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Fair Value | 16,411 | |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 13,602 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 13,603 | |
U.S. agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,400 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 6,401 | |
Money market mutual funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 800 | 8,736 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 8,736 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable securities: | ||
Marketable securities | $ 28,740 | |
Money market mutual funds | ||
Marketable securities: | ||
Marketable securities | 8,736 | |
U.S. treasury securities | ||
Marketable securities: | ||
Marketable securities | 13,603 | |
U.S. agency obligations | ||
Marketable securities: | ||
Marketable securities | 6,401 | |
Recurring | ||
Marketable securities: | ||
Assets, fair value disclosure | 28,740 | |
Recurring | Money market mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 8,736 | |
Recurring | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 3,593 | |
Marketable securities: | ||
Marketable securities | 10,010 | |
Recurring | U.S. agency obligations | ||
Marketable securities: | ||
Marketable securities | 6,401 | |
Recurring | Level 1 | ||
Marketable securities: | ||
Assets, fair value disclosure | 8,736 | |
Recurring | Level 1 | Money market mutual funds | ||
Cash equivalents: | ||
Cash equivalents | $ 800 | 8,736 |
Recurring | Level 1 | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | |
Recurring | Level 1 | U.S. agency obligations | ||
Marketable securities: | ||
Marketable securities | 0 | |
Recurring | Level 2 | ||
Marketable securities: | ||
Assets, fair value disclosure | 20,004 | |
Recurring | Level 2 | Money market mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring | Level 2 | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 3,593 | |
Marketable securities: | ||
Marketable securities | 10,010 | |
Recurring | Level 2 | U.S. agency obligations | ||
Marketable securities: | ||
Marketable securities | $ 6,401 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Debt securities, available-for-sale, realized gain (loss) | $ 0 | $ 0 |
Debt securities available-for-sale securities, maturity period | 1 year | 1 year |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 18,667 | $ 17,207 |
Accumulated depreciation/amortization | (13,346) | (12,351) |
Property and equipment, net | 5,321 | 4,856 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 4,606 | 2,834 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 7,655 | 8,126 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 908 | 1,110 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,878 | 2,925 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,492 | 1,048 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 128 | $ 1,164 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.3 | $ 1.9 | $ 2.8 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | May 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||||
Long-term debt | $ 5,600,000 | |||
Early repayment of senior debt | 1,400,000 | |||
Early repayment of senior debt | 500,000 | |||
Interest expense | 200,000 | $ 300,000 | $ 400,000 | |
Revolving Credit Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||
Long-term line of credit | $ 0 | |||
Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Prime Rate | Revolving Credit Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Interest Rate Option 2 | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.00% |
Accrued Compensation - Schedule
Accrued Compensation - Schedule of Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation Related Costs [Abstract] | ||
Accrued bonuses | $ 6,177 | $ 5,842 |
Other employee and benefits payable | 2,456 | 2,928 |
Total | $ 8,633 | $ 8,770 |
Leases - Information About Oper
Leases - Information About Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||
Operating lease cost | $ 6,019 | $ 6,674 |
Variable lease cost | 738 | 702 |
Short-term lease cost | 287 | 93 |
Sublease income | (2,747) | (2,693) |
Total lease cost | 4,297 | 4,776 |
Other information: | ||
Operating cash flows used in the measurement of operating lease liabilities | $ 6,853 | $ 7,085 |
Weighted-average remaining lease term - operating leases (in years) | 2 years 9 months 18 days | 3 years 3 months 18 days |
Weighted-average discount rate - operating leases | 7.36% | 7.52% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 3,500 | |||
Increase (decrease) in rent expense | $ 2,400 | |||
Lease exit and related charges | $ 900 | $ 0 | $ 0 | 2,634 |
Asset retirement obligations | $ 300 | $ 300 | ||
Mountain View, CA | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease exit and related charges | $ 1,300 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 6,533 | |
2022 | 4,247 | |
2023 | 1,759 | |
2024 | 1,397 | |
2025 | 714 | |
Total lease payments | 14,650 | |
Less: Interest | (1,415) | |
Present value of lease liabilities | 13,235 | |
Less: current portion | (5,789) | $ (5,914) |
Operating lease liabilities, non-current | $ 7,446 | $ 11,823 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 13, 2014 | Dec. 31, 2020USD ($)votestockOfClass$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Mar. 12, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of classes of stock | stockOfClass | 2 | ||||
Change of beneficial ownership percent | 30.00% | ||||
Common stock conversion ratio | 1 | ||||
Initial offering period | 3 months | ||||
Expected dividend yield | 0.00% | ||||
Total grant-date fair value of awards vested | $ | $ 0.8 | $ 0.9 | $ 3.4 | ||
Total intrinsic value of options exercised | $ | 0.1 | $ 2.3 | $ 5.7 | ||
Unrecognized compensation costs on non-vested stock options | $ | $ 2.6 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 15,101,446 | ||||
Period of recognition for unrecognized compensation costs | 2 years 7 months 6 days | ||||
Restricted stock units granted (in USD per share) | $ / shares | $ 0.92 | $ 2.32 | $ 3.36 | ||
Grant-date fair value of RSUs, vested in period | $ | $ 12.4 | $ 14.6 | $ 17.3 | ||
Unrecognized compensation cost related to non-vested RSUs | $ | $ 18.3 | ||||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants (in USD per share) | $ / shares | $ 1.18 | $ 1.58 | $ 3.69 | ||
Period of recognition for unrecognized compensation costs | 3 years | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 900,000 | ||||
Allocated share-based compensation expense | $ | $ 0.9 | $ 0.5 | $ 0.6 | ||
EIP | Employee stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options contractual term, granted | 10 years | ||||
Share-based payment award, vested periods | 4 years | ||||
Share-based payment award, granted (in shares) | 2,690,710 | ||||
ESPP | Employee stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, granted (in shares) | 5,532,478 | ||||
Stock initially reserved and available (in shares) | 6,000,000 | ||||
Offering period | 6 months | ||||
Purchase price of stock, percent of fair market value | 85.00% | ||||
Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Votes per share | vote | 1 | ||||
Votes per share after beneficial ownership change | vote | 10 | ||||
Class B | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Votes per share | vote | 1 | ||||
Votes per share after beneficial ownership change | vote | 1 | ||||
Class B | Restricted Stock Units (RSUs) | Management | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 760,870 | ||||
Class B | Stock Option | Management | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,178,000 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock Compensation - Assumptions Related to Share-based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Black-Scholes Option Valuation Model | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 57.00% | ||
Expected life (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate, minimum | 0.34% | 1.62% | 2.72% |
Risk-free interest rate, maximum | 1.47% | 2.57% | 2.74% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Black-Scholes Option Valuation Model | Employee stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 55.00% | ||
Expected life (in years) | 6 months | 3 months 18 days | |
Risk-free interest rate | 1.60% | ||
Dividend yield | 0.00% | 0.00% | |
Black-Scholes Option Valuation Model | Minimum | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 73.00% | 57.00% | |
Black-Scholes Option Valuation Model | Minimum | Employee stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 71.00% | ||
Risk-free interest rate | 0.13% | ||
Black-Scholes Option Valuation Model | Maximum | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 75.00% | 58.00% | |
Black-Scholes Option Valuation Model | Maximum | Employee stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 103.00% | ||
Risk-free interest rate | 0.95% |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock Compensation - Schedule of Stock Option Grants (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options outstanding | |||
Beginning Balance (in shares) | 7,207,733 | ||
Stock option grants (in shares) | 2,007,111 | ||
Stock options exercised (in shares) | (236,104) | ||
Stock options forfeited and canceled (in shares) | (2,991,497) | ||
Ending Balance (in shares) | 5,987,243 | 7,207,733 | |
Vested or expected to vest, as of end of period (in shares) | 5,987,243 | ||
Exercisable, as of end of period (in shares) | 2,524,951 | ||
Weighted- Average Exercise Price | |||
Beginning Balance (in USD per share) | $ 1.94 | ||
Stock option grants (in USD per share) | 1.18 | $ 1.58 | $ 3.69 |
Stock options exercised (in USD per share) | 1.15 | ||
Stock options forfeited and canceled (in USD per share) | 1.72 | ||
Ending Balance (in USD per share) | 1.82 | $ 1.94 | |
Vested or expected to vest, weighted average exercise price (in USD per share) | 1.82 | ||
Exercisable, weighted average share price (in USD per share) | $ 2.40 | ||
Weighted- Average Remaining Contractual Life (in years) | 7 years 2 months 12 days | 7 years 4 months 24 days | |
Vested or expected to vest, weighted average remaining contractual life (in years) | 7 years 2 months 12 days | ||
Exercisable, weighted average remaining contractual life (in years) | 4 years 6 months | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value | $ 568 | $ 412 | |
Vested or expected to vest, aggregate intrinsic value | 568 | ||
Exercisable, aggregate intrinsic value | $ 329 |
Stockholders' Equity and Stoc_6
Stockholders' Equity and Stock Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares | |||
Beginning Balance (in shares) | 11,615,884 | ||
Restricted stock units granted (in shares) | 15,101,446 | ||
Restricted stock units vested (in shares) | (6,854,230) | ||
Restricted stock units forfeited and canceled (in shares) | (4,711,057) | ||
Ending Balance (in shares) | 15,152,043 | 11,615,884 | |
Weighted Average Grant-Date Fair Value | |||
Balance (in USD per share) | $ 2.44 | ||
Weighted-average grant-date fair value (in USD per share) | 0.92 | $ 2.32 | $ 3.36 |
Restricted stock units vested (in USD per share) | 1.81 | ||
Restricted stock units forfeited and canceled (in USD per share) | 2.14 | ||
Balance (in USD per share) | $ 1.31 | $ 2.44 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||
Loss before income tax benefit | $ (62,200,000) | $ (40,000,000) | $ (39,700,000) |
Income tax expense (benefit) | 0 | 0 | $ 0 |
Tax benefits related to stock-based compensation | 0 | $ 0 | |
Valuation allowance, deferred tax asset, increase (decrease), amount | 1,300,000 | ||
Operating loss carryforwards, federal | 494,200,000 | ||
Operating loss carryforwards, state | 330,000,000 | ||
Research and Development Tax Credit Carryforward | Federal | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 14,400,000 | ||
Research and Development Tax Credit Carryforward | California | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 14,900,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (13,058,000) | $ (8,400,000) | $ (8,338,000) |
State statutory rate (net of federal benefit) | (667,000) | (1,481,000) | (2,279,000) |
Stock compensation | (75,000) | 79,000 | (194,000) |
Change in valuation allowance | 2,861,000 | 9,522,000 | 10,638,000 |
Goodwill impairment | 10,563,000 | 0 | 0 |
Other | 376,000 | 280,000 | 173,000 |
Income tax | $ 0 | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 124,048 | $ 122,564 |
Operating lease liabilities | 3,418 | 4,517 |
Accrued compensation | 1,790 | 1,949 |
Stock-based compensation | 4,615 | 5,065 |
Other reserves and accruals | 298 | 518 |
Property and equipment | 605 | 528 |
Deferred tax assets, gross | 134,774 | 135,141 |
Valuation allowance | (124,293) | (122,995) |
Deferred tax assets, net of valuation allowance | 10,481 | 12,146 |
Deferred tax liabilities: | ||
Intangibles | (1,783) | (3,156) |
Deferred costs | (6,054) | (5,452) |
Operating lease right-of-use assets, net | (2,644) | (3,538) |
Deferred tax liabilities | (10,481) | (12,146) |
Net deferred tax assets/(liabilities) | $ 0 | $ 0 |
Income Taxes - Roll Forward of
Income Taxes - Roll Forward of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits at the beginning of the year | $ 25,718 | $ 22,188 | $ 18,888 |
Increases for tax positions related to the current year | 3,538 | 3,530 | 3,300 |
Gross unrecognized tax benefits at the end of the year | $ 29,256 | $ 25,718 | $ 22,188 |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation of Basic and Diluted EPS for Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Net loss | $ (62,183) | $ (40,002) | $ (39,706) |
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 151,478,000 | 145,172,000 | 137,686,000 |
Basic and diluted net loss per share (in usd per share) | $ (0.41) | $ (0.28) | $ (0.29) |
Class A | |||
Class of Stock [Line Items] | |||
Net loss | $ (14,380) | $ (9,817) | $ (13,375) |
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 35,029,000 | 35,627,000 | 46,379,000 |
Basic and diluted net loss per share (in usd per share) | $ (0.41) | $ (0.28) | $ (0.29) |
Class B | |||
Class of Stock [Line Items] | |||
Net loss | $ (47,803) | $ (30,185) | $ (26,331) |
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 116,449,000 | 109,545,000 | 91,307,000 |
Basic and diluted net loss per share (in usd per share) | $ (0.41) | $ (0.28) | $ (0.29) |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 21,523 | 19,155 | 15,909 |
Stock options and RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 21,139 | 18,824 | 15,794 |
Shares issuable under the ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 269 | 216 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 115 | 115 | 115 |
401(k) Plan (Details)
401(k) Plan (Details) - 401(k) Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent (up to) | 90.00% | ||
Defined contribution plan, cost recognized | $ 1 | $ 1.2 | $ 1.3 |
Reduction in Workforce - Narrat
Reduction in Workforce - Narratives (Details) $ in Millions | May 16, 2020 | May 04, 2020employee | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Jul. 30, 2018 |
Restructuring Cost and Reserve [Line Items] | |||||
Planned reduction in workforce, percent | 12.00% | ||||
Restructuring charges | $ 2.1 | ||||
Chief Executive Officer | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 30.00% | ||||
Chief Financial Officer | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 25.00% | ||||
Executive Officer | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 20.00% | ||||
Other Employees With Salaries Greater than $100,000 | Minimum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 10.00% | ||||
Other Employees With Salaries Greater than $100,000 | Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 15.00% | ||||
Director | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Salary reduction percent | 50.00% | ||||
The Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Terminated employees | employee | 60 | ||||
Reduction in workforce, percent | 13.00% | ||||
Severance Costs | $ 2 |
Uncategorized Items - cslt-2020
Label | Element | Value |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 0 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 0 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 181,000 |