Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35628 | |
Entity Registrant Name | PERFORMANT FINANCIAL CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0484934 | |
Entity Address, Address Line One | 333 North Canyons Parkway | |
Entity Address, City or Town | Livermore | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94551 | |
City Area Code | (925) | |
Local Phone Number | 960-4800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $.0001 per share | |
Trading Symbol | PFMT | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 69,144,336 | |
Entity Central Index Key | 0001550695 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 51,323 | $ 16,043 |
Restricted cash | 2,203 | 2,253 |
Trade accounts receivable, net of allowance for doubtful accounts of $49 and $49, respectively | 18,203 | 23,216 |
Contract assets | 4,950 | 4,466 |
Prepaid expenses and other current assets | 2,539 | 3,784 |
Income tax receivable | 3,453 | 4,758 |
Total current assets | 82,671 | 54,520 |
Property, equipment, and leasehold improvements, net | 16,280 | 17,497 |
Identifiable intangible assets, net | 0 | 689 |
Goodwill | 47,372 | 47,372 |
Right-of-use assets | 3,630 | 5,043 |
Other assets | 986 | 1,106 |
Total assets | 150,939 | 126,227 |
Current liabilities: | ||
Current maturities of notes payable to related party, net of unamortized debt issuance costs of $4,500 and $906, respectively | 47,925 | 59,957 |
Accrued salaries and benefits | 5,060 | 8,799 |
Accounts payable | 829 | 407 |
Other current liabilities | 3,295 | 3,841 |
Deferred revenue | 0 | 867 |
Estimated liability for appeals, disputes, and refunds | 2,254 | 1,014 |
Lease liabilities | 2,105 | 2,327 |
Total current liabilities | 61,468 | 77,212 |
Notes payable to related party, net of current portion and unamortized debt issuance costs of $0 and $0, respectively | 0 | 0 |
Lease liabilities | 2,029 | 3,442 |
Other liabilities | 3,055 | 3,593 |
Total liabilities | 66,552 | 84,247 |
Commitments and contingencies (note 3 and note 4) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value. Authorized, 500,000 shares at September 30, 2021 and December 31, 2020 respectively; issued and outstanding 69,144 and 54,764 shares at September 30, 2021 and December 31, 2020, respectively | 7 | 5 |
Additional paid-in capital | 132,990 | 82,933 |
Accumulated deficit | (48,610) | (40,958) |
Total stockholders’ equity | 84,387 | 41,980 |
Total liabilities and stockholders’ equity | $ 150,939 | $ 126,227 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 49 | $ 49 |
Current liabilities, debt issuance costs | 4,500 | 906 |
Note payable, debt issuance costs | $ 0 | $ 0 |
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued shares (in shares) | 69,144,000 | 69,144,000 |
Common stock, outstanding shares (in shares) | 54,764,000 | 54,764,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 28,582 | $ 36,228 | $ 92,814 | $ 115,901 |
Operating expenses: | ||||
Salaries and benefits | 19,686 | 23,522 | 67,071 | 74,493 |
Other operating expenses | 8,781 | 10,813 | 29,896 | 32,075 |
Impairment of goodwill | 0 | 0 | 0 | 27,000 |
Total operating expenses | 28,467 | 34,335 | 96,967 | 133,568 |
Income (loss) from operations | 115 | 1,893 | (4,153) | (17,667) |
Gain on sale of certain recovery contracts | 579 | 0 | 2,428 | 0 |
Interest expense | (2,394) | (1,569) | (5,866) | (5,827) |
Interest income | 0 | 6 | 0 | 18 |
Income (loss) before provision for (benefit from) income taxes | (1,700) | 330 | (7,591) | (23,476) |
Provision for (benefit from) income taxes | (9) | (1,644) | 61 | (5,767) |
Net income (loss) | $ (1,691) | $ 1,974 | $ (7,652) | $ (17,709) |
Net income (loss) per share | ||||
Basic (in usd per share) | $ (0.03) | $ 0.04 | $ (0.13) | $ (0.33) |
Diluted (in usd per share) | $ (0.03) | $ 0.04 | $ (0.13) | $ (0.33) |
Weighted average shares | ||||
Basic (in shares) | 62,127 | 54,684 | 57,512 | 54,299 |
Diluted (in shares) | 62,127 | 54,710 | 57,512 | 54,299 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 53,900,000 | |||
Beginning balance at Dec. 31, 2019 | $ 53,625 | $ 5 | $ 80,589 | $ (26,969) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 835,000 | |||
Common stock issued under stock plans, net of shares withheld for employee taxes | (260) | (260) | ||
Stock-based compensation expense | 1,997 | 1,997 | ||
Net income (loss) | (17,709) | (17,709) | ||
Ending balance (in shares) at Sep. 30, 2020 | 54,735,000 | |||
Ending balance at Sep. 30, 2020 | 37,653 | $ 5 | 82,326 | (44,678) |
Beginning balance (in shares) at Jun. 30, 2020 | 54,462,000 | |||
Beginning balance at Jun. 30, 2020 | 35,033 | $ 5 | 81,680 | (46,652) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 273,000 | |||
Common stock issued under stock plans, net of shares withheld for employee taxes | (11) | (11) | ||
Stock-based compensation expense | 657 | 657 | ||
Net income (loss) | 1,974 | 1,974 | ||
Ending balance (in shares) at Sep. 30, 2020 | 54,735,000 | |||
Ending balance at Sep. 30, 2020 | $ 37,653 | $ 5 | 82,326 | (44,678) |
Beginning balance (in shares) at Dec. 31, 2020 | 54,764,000 | 54,764,000 | ||
Beginning balance at Dec. 31, 2020 | $ 41,980 | $ 5 | 82,933 | (40,958) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 1,976,000 | |||
Common stock issued under stock plans, net of shares withheld for employee taxes | (632) | $ 1 | (633) | |
Stock-based compensation expense | 1,963 | 1,963 | ||
Recognition of warrants associated with notes payable | 5,237 | 5,237 | ||
Recognition of earnout shares issued (in shares) | 300,000 | |||
Recognition of earnout shares issued | 801 | 801 | ||
Proceeds from exercise of stock options | 41 | 41 | ||
Proceeds from public offering, net of costs (in shares) | 12,104,000 | |||
Proceeds from public offering, net of costs | 42,649 | $ 1 | 42,648 | |
Net income (loss) | $ (7,652) | (7,652) | ||
Ending balance (in shares) at Sep. 30, 2021 | 54,764,000 | 69,144,000 | ||
Ending balance at Sep. 30, 2021 | $ 84,387 | $ 7 | 132,990 | (48,610) |
Beginning balance (in shares) at Jun. 30, 2021 | 56,401,000 | |||
Beginning balance at Jun. 30, 2021 | 42,871 | $ 6 | 89,784 | (46,919) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 639,000 | |||
Common stock issued under stock plans, net of shares withheld for employee taxes | (23) | (23) | ||
Stock-based compensation expense | 540 | 540 | ||
Proceeds from exercise of stock options | 41 | 41 | ||
Proceeds from public offering, net of costs (in shares) | 12,104,000 | |||
Proceeds from public offering, net of costs | 42,649 | $ 1 | 42,648 | |
Net income (loss) | $ (1,691) | (1,691) | ||
Ending balance (in shares) at Sep. 30, 2021 | 54,764,000 | 69,144,000 | ||
Ending balance at Sep. 30, 2021 | $ 84,387 | $ 7 | $ 132,990 | $ (48,610) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,652) | $ (17,709) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Impairment of long-lived assets | 718 | 88 |
Impairment of goodwill | 0 | 27,000 |
Depreciation and amortization | 3,883 | 4,072 |
Right-of-use assets amortization | 1,413 | 1,886 |
Stock-based compensation | 1,963 | 1,997 |
Interest expense from debt issuance costs | 2,453 | 1,145 |
Earnout mark-to-market | 0 | (162) |
Gain on sale of certain recovery contracts | (2,428) | 0 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 4,270 | 4,756 |
Contract assets | (484) | (1,523) |
Prepaid expenses and other current assets and other assets | 1,245 | 298 |
Income tax receivable | 1,305 | (3,555) |
Other assets | 120 | 0 |
Accrued salaries and benefits | (3,739) | (1,081) |
Accounts payable | 422 | (1,160) |
Deferred revenue and other current liabilities | (1,363) | 1,664 |
Estimated liability for appeals, disputes, and refunds | 1,240 | 15 |
Lease liabilities | (1,635) | (1,907) |
Other liabilities | (445) | 2,168 |
Net cash provided by operating activities | 1,286 | 17,992 |
Cash flows from investing activities: | ||
Purchase of property, equipment, and leasehold improvements | (2,695) | (2,862) |
Proceeds from sale of certain recovery contracts | 3,171 | 0 |
Net cash provided by (used) in investing activities | 476 | (2,862) |
Cash flows from financing activities: | ||
Repayment of notes payable | (8,438) | (2,588) |
Debt issuance costs paid | (150) | 0 |
Taxes paid related to net share settlement of stock awards | (633) | (260) |
Proceeds from exercise of stock options | 41 | 0 |
Proceeds from public offering, net of costs | 42,648 | 0 |
Net cash provided by (used in) financing activities | 33,468 | (2,848) |
Net increase in cash, cash equivalents and restricted cash | 35,230 | 12,282 |
Cash, cash equivalents and restricted cash at beginning of period | 18,296 | 4,995 |
Cash, cash equivalents and restricted cash at end of period | 53,526 | 17,277 |
Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets: | ||
Cash and cash equivalents | 51,323 | 15,655 |
Restricted cash | 2,203 | 1,622 |
Total cash, cash equivalents and restricted cash at end of period | 53,526 | 17,277 |
Non-cash financing activities: | ||
Recognition of earnout shares issued | 801 | 0 |
Recognition of warrants associated with notes payable | 5,237 | 0 |
Supplemental disclosures of cash flow information: | ||
Cash paid (received) for income taxes | (683) | (2,280) |
Cash paid for interest | $ 3,413 | $ 4,616 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business (a) Basis of Presentation and Organization The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, ("U.S. GAAP"), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim unaudited consolidated financial statements furnished herein include all adjustments necessary (consisting only of normal recurring adjustments) for a fair presentation of our financial position at September 30, 2021, and the results of our operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. Interim financial statements are prepared on a basis consistent with our annual consolidated financial statements. The interim financial statements included herein should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2020. Performant Financial Corporation (the "Company" or "we") is a leading provider of technology-enabled audit, recovery, and analytics services in the United States with a focus in the healthcare payment integrity services industry. The Company works with healthcare payers through claims auditing and eligibility-based (also known as coordination-of-benefits, or "COB") services to identify improper payments. The Company engages clients in both government and commercial markets. The Company also has a call center which serves clients with complex consumer engagement needs. Clients of the Company typically operate in complex and highly regulated environments and contract for their payment integrity needs in order to reduce losses on improper healthcare payments. The Company historically worked in recovery markets such as defaulted student loans, federal and state treasury receivables, and commercial recovery. However, with the ongoing impact of the COVID-19 pandemic, and the continued pause on student loan recovery work through 2021, the Company announced on March 29, 2021, that it has signed an agreement to sell certain of its non-healthcare recovery contracts and that it does not plan to renew or restart existing contracts, nor pursue new non-healthcare recovery opportunities. The Company's consolidated financial statements include the operations of Performant Financial Corporation ("Performant"), its wholly-owned subsidiary Performant Business Services, Inc. ("PBS"), and PBS's wholly-owned subsidiaries Performant Recovery, Inc. ("Recovery"), Performant Technologies, LLC ("PTL"), and Premiere Credit of North America, LLC ("Premiere"). Performant is a Delaware corporation headquartered in California and was formed in 2003. PBS is a Nevada corporation founded in 1997. Recovery is a California corporation founded in 1976. PTL is a California limited liability company that was originally formed in 2004. Premiere is an Indiana limited liability company acquired by Performant on August 31, 2018. All intercompany balances and transactions have been eliminated in consolidation. The Company is managed and operated as one business, with a single management team that reports to the Chief Executive Officer. The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, primarily accounts receivable, contract assets, intangible assets, goodwill, right-of-use assets, deferred revenue, estimated liability for appeals, disputes, and refunds, lease liabilities, other liabilities, deferred income taxes and income tax expense (benefit), and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Our actual results could differ from these estimates. (b) Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates that the Company will be able to realize assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to any adjustments that would be necessary should the Company be required to liquidate its assets. The ability of the Company to continue to fund its business plans is dependent upon realizing sufficient cash flows in the future. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company believes that its forecasted results will be sufficient to fund the Company’s current operations, for at least a year from the issuance of these consolidated financial statements. While the Company believes its financial projections are attainable, there can be no assurances that the financial results will be recognized in a timeframe necessary to meet the Company’s ongoing cash requirements. On August 20, 2021, the Company completed a registered public offering of 12,103,750 shares of common stock, which resulted in the Company receiving net proceeds of approximately $42.6 million. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, which may include the repayment of outstanding indebtedness. (c) Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals, Disputes and Refunds The Company derives its revenues primarily from providing audit, recovery, and analytics services. Revenues are recognized upon completion of these services for its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract 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 performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s contracts generally contain a single performance obligation, delivered over time as a series of services that are substantially the same and have the same pattern of transfer to the client, as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s contracts are composed primarily of variable consideration. Fees earned under the Company’s audit and recovery service contracts consist primarily of contingency fees based on a specified percentage of the amount the Company enables its clients to recover. The contingency fee percentage for a particular recovery depends on the type of recovery or claim facilitated. In certain contracts, the Company can earn additional performance-based bonuses determined based on its performance relative to the client’s other contractors providing similar services. The Company generally either applies the as-invoiced practical expedient where its right to consideration corresponds directly to its right to invoice its clients, or the variable consideration allocation exception where the variable consideration is attributable to one or more, but not all, of the services promised in a series of distinct services that form part of a single performance obligation. As such, the Company has elected the optional exemptions related to the as-invoiced practical expedient and the variable consideration allocation exception, whereby the disclosure of the amount of transaction price allocated to the remaining performance obligations is not required. The Company estimates variable consideration only if it can reasonably measure the progress toward complete satisfaction of the performance obligation using an output method based on reliable information, and recognizes such revenue over the performance period only if it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Any change made to the measure of progress toward complete satisfaction of the Company’s performance obligation is recorded as a change in estimate. The Company exercises judgment to estimate the amount of constraint on variable consideration based on the facts and circumstances of the relevant contract operations and the availability and reliability of data. Although the Company believes the estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of variable consideration. For contracts that contain a refund right, these amounts are considered variable consideration and the Company estimates its refund exposure and recognizes revenue net of such estimate. Under certain contracts, consideration can include periodic performance-based bonuses which can be awarded based on the Company’s performance under the specific contract. These performance-based bonuses are considered variable and may be constrained by the Company until there is not a risk of a significant reversal. The Company has applied the as-invoiced practical expedient or the variable consideration allocation exception to contracts with performance obligations that have an average remaining duration of less than a year. For healthcare claims-based audit contracts, the Company may recognize revenue upon delivering the results of claims audits, when sufficient reliable information is available to the Company for estimating the variable consideration earned based on an output metric that reasonably measures the Company's satisfaction of its performance obligation. For eligibility-based or COB contracts, the Company recognizes revenue when insurance companies or other responsible parties have remitted payments to its clients. For certain recovery contracts, revenue is recognized when the clients collect on amounts owed to them as a result of the Company’s services. For student loan recovery services, loan rehabilitation revenue is recognized when the rehabilitated loans are funded by clients. Bonuses are recognized upon receipt of official notification of bonus awards from customers. For customer care / outsourced services, the Company recognizes revenues based on the volume of processed transactions or the quantity of labor hours provided. The following table presents revenue disaggregated by category for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Eligibility-based 12,727 13,480 32,215 35,720 Claims-based 7,280 4,086 19,680 13,962 Healthcare Total 20,007 17,566 51,895 49,682 Recovery (1) 5,490 15,443 31,072 55,876 Customer Care / Outsourced Services 3,085 3,219 9,847 10,343 Total Revenues $ 28,582 $ 36,228 $ 92,814 $ 115,901 (1) Represents student lending, state and municipal tax authorities, IRS and Department of Treasury markets, as well as Premiere. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for doubtful accounts by specific identification. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is consider remote. The allowance for doubtful accounts was $49 thousand at September 30, 2021 and December 31, 2020. Healthcare providers have the right to appeal claims audit findings and may pursue additional appeals if the initial appeal is found in favor of healthcare clients. For eligibility or COB contracts, insurance companies or other responsible parties may dispute the Company’s findings regarding our clients not being the primary payer of healthcare claims. Total estimated liability for appeals, disputes, and refunds was $2.3 million as of September 30, 2021 and $1.0 million as of December 31, 2020. This represents the Company’s best estimate of the amount probable of being refunded to the Company’s healthcare clients. The Company determined that it does not have any material costs related to obtaining or fulfilling a contract that are recoverable and as such, these contract costs are generally expensed as incurred. Contract assets was approximately $5.0 million and $4.5 million as of September 30, 2021 and December 31, 2020, respectively. Contract assets relate to the Company’s rights to consideration for services completed, but not invoiced at the reporting date, and receipt of payment is conditional upon factors other than the passage of time. Contract assets primarily consist of commissions the Company estimates it has earned from completed claims audit findings submitted to healthcare clients. Generally, the Company’s right to payment occurs when contract assets are recorded to accounts receivable when the rights become unconditional, which is generally when healthcare providers or payers have paid our clients. There was no impairment loss related to contract assets for the nine months ended September 30, 2021. Contract liabilities was $0.0 million and $0.9 million as of September 30, 2021 and December 31, 2020, respectively, and are included in deferred revenue on the consolidated balance sheets. The Company’s contract liabilities mainly relate to an advance recovery commission payment received from a client. (d) Prepaid Expenses and Other Current Assets At September 30, 2021, prepaid expenses and other current assets were $2.5 million and included approximately $1.8 million related to prepaid software licenses and maintenance agreement s, and $0.7 million for various other prepaid expenses. At December 31, 2020, prepaid expenses and other current assets were $3.8 million and included approximately $1.8 million related to prepaid software licenses and maintenance agreements, $1.4 million for prepaid insurance, and $0.6 million for various other prepaid expenses. (e) Impairment of Goodwill and Long-Lived Assets The balance of goodwill was $47.4 million as of September 30, 2021 and December 31, 2020, which was net of accumulated impairment loss of $34.2 million. Goodwill is reviewed for impairment at least annually in December or as certain events or conditions arise during the year. The Company may first assess qualitative factors for indicators of impairment to determine whether it is necessary to perform the quantitative goodwill impairment test. In performing the quantitative assessment of goodwill, if the carrying value of the Company, as one reporting unit, exceeds its fair value, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and the fair value of the reporting unit. Impairment testing is based upon the best information available and estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, our market capitalization, projecting future cash flows and other assumptions, to estimate the fair value of the reporting unit. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of impairment. Based on management’s analysis, there was no impairment to goodwill as of September 30, 2021. Long-lived assets and intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. There was no impairment to intangible assets and the estimated useful lives of customer relationship intangible assets were shortened in line with the expected termination of the related contracts, which had an immaterial impact on the consolidated statement of operations. There was a $0.6 million non-cash impairment charge to long-lived assets for the nine months ended September 30, 2021, included in other operating expenses. The estimated useful lives of long-lived assets associated with certain recovery contracts were also shortened in line with the expected cessation of the related contracts. (f) Other Current Liabilities At September 30, 2021, other current liabilities primarily included $2.9 million for services received for which we have not received an invoice, and $0.4 million for estimated workers' compensation claims incurred but not reported. At December 31, 2020, other current liabilities primarily included $3.4 million for services received for which we have not received an invoice, $0.2 million for estimated workers' compensation claims incurred but not reported, and $0.2 million for 3rd party fees and equipment financing payables. (g) New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intra-period tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of ASU 2019-12 as of January 1, 2021 had no material impact on our financial position, results of operations, or cash flows. In February 2020, the FASB issued ASU 2020-02, “Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This ASU provides updated guidance on how an entity should measure credit losses on financial instruments, including trade receivables, held at the reporting date. The amendments make each Topic easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. It also addresses transition and open effective date information for Topic 842. ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02 (collectively, “ASC 326”) are effective for public entities for fiscal years beginning after December 15, 2019, except for Smaller Reporting Companies. This ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. In March 2020, the FASB issued ASU No 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company does not expect ASU 2020-04 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. (h) Recovery Contracts On March 29, 2021, the Company announced that it signed an agreement to sell certain of its non-healthcare recovery contracts, and that while the Company will continue to fulfill its current recovery contracts, it does not plan to renew or restart existing contracts, nor pursue new non-healthcare recovery opportunities, so that the Company may focus on its healthcare market. The sale of these contracts was completed during the period between May 2021 and August, 2021, which resulted in a $2.4 million gain as presented on the consolidated statement of operations and consolidated statement of cash flows for the nine months ended September 30,2021, and $3.2 million of proceeds as presented on the consolidated statement of cash flows for the nine months ended September 30, 2021. The ongoing impact of the COVID-19 pandemic and the continued pause on student loan recovery work, which was most recently extended to January 31, 2022, in conjunction with the Company’s announcement to not renew or restart existing contracts has resulted in significantly reduced levels of recovery activity and related staffing requirements. The Company incurred $0.4 million and $1.9 million in severance expense for three months and nine months ended September 30, 2021, respectively, which was recorded in salaries and benefits on the consolidated statement of operations. The amount of severance accrued as of September 30, 2021 was not material. |
Property, Equipment, and Leaseh
Property, Equipment, and Leasehold Improvements | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Leasehold Improvements | Property, Equipment, and Leasehold Improvements Property, equipment, and leasehold improvements consist of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Land $ 1,943 $ 1,943 Building and leasehold improvements 7,411 7,591 Furniture and equipment 5,757 5,922 Computer hardware and software 74,247 80,358 89,358 95,814 Less accumulated depreciation and amortization (73,078) (78,317) Property, equipment and leasehold improvements, net $ 16,280 $ 17,497 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable On August 7, 2017, the Company, through its wholly-owned subsidiary PBS, entered into a credit agreement (as amended, the “Credit Agreement”) with ECMC Group, Inc. ("ECMC"), as the lender. Before the amendment described below, the Credit Agreement provided for a term loan facility in the initial amount of $44 million (the “Initial Term Loan”) and for up to $15 million of additional term loans (“Additional Term Loans”; and together with the Initial Term Loan, the “Loans”) which original Additional Term Loans were initially able to be drawn until the second anniversary of the funding of the Initial Term Loans, subject to the satisfaction of customary conditions. On August 31, 2018, the Company entered into Amendment No. 2 to the Credit Agreement to among other things (i) extend the maturity date of the Loans by one year to August 2021, (ii) increase the commitment for Additional Term Loans from $15 million to $25 million, (iii) extend the period during which Additional Term Loans were able to have been borrowed by one year to August 2020 and, (iv) not require compliance with the financial covenants in the Credit Agreement during the six fiscal quarters following our acquisition of Premiere. On March 21, 2019, the Company entered into Amendment No. 3 to the Credit Agreement to, among other things, extend the period during which we would not be required to comply with the financial covenants in the Credit Agreement until the quarter ending June 30, 2020. On September 19, 2019, we entered into Amendment No. 4 to the Credit Agreement to, among other things, designate one of our subsidiary guarantors under the Credit Agreement as a borrower and make corresponding changes and related to such change. As of September 30, 2019, the Company had borrowed all of the $25 million available as Additional Term Loans. On May 24, 2021, Amendment No. 5 to the Credit Agreement (the “Fifth Amendment”) became effective upon the consummation of the sale of certain non-healthcare recovery contracts and satisfaction of certain conditions specified therein, including a prepayment of $6.0 million of the Loans. As a result, the maturity date of the Credit Agreement was extended until August 11, 2022 and the financial covenants were modified as described below. This amendment was accounted for as a modification in accordance with ASC 470-50, Debt Modifications and Extinguishments. As of September 30, 2021, $52.4 million was outstanding under the Credit Agreement. The Loans bear interest at the one-month LIBOR rate (subject to a 1% per annum floor) plus a margin which may vary from 5.5% per annum to 10.0% per annum based on our total debt to EBITDA ratio. Our annual interest rate was 8.0% at September 30, 2021 and 6.5% as of December 31, 2020. Annually, the Company is required to pay 5% of the original principal balance of the Loans, adjusted by the prepayment made in connection with the Fifth Amendment, in quarterly installments. The Company is also required to make mandatory prepayments of the Loans with a percentage of our excess cash flow which may vary between 75% and 0% depending on our total debt to EBITDA ratio and from the net cash proceeds of certain asset dispositions and debt not otherwise permitted under the Credit Agreement, in each case, subject to the lender's right to decline to receive such payments. A prepayment of $6.0 million was made in connection with the Fifth Amendment, which also eliminated the requirement to make a mandatory prepayment in May 2021 on account of excess cash flows for the prior fiscal year. The Company will be required to make a mandatory prepayment, in May 2022, of at least $6.0 million on account of excess cash flow for the fiscal year ending 2021, subject to reduction in accordance with the Credit Agreement for any other prepayments made prior to the end of such fiscal year. The Credit Agreement, as amended, contains certain financial covenants, which require, that we: (1) achieve a minimum fixed charge coverage ratio of 0.75 to 1.0 through December 31, 2021, 1.0 to 1.0 through June 30, 2022, and 1.25 to 1.0 thereafter; and (2) maintain a maximum total debt to EBITDA ratio of 8.0 to 1.0 through June 30, 2021, 7.0 to 1.0 through September 30, 2021, and 6.0 to 1.0 thereafter. The Credit Agreement also contains covenants that restrict the Company's and its subsidiaries’ ability to incur certain types or amounts of indebtedness, incur liens on certain assets, make material changes in corporate structure or the nature of its business, dispose of material assets, engage in a change in control transaction, make certain foreign investments, enter into certain restrictive agreements, or engage in certain transactions with affiliates. The Credit Agreement also contains various customary events of default, including with respect to change of control of the Company or its ownership of the Borrower. As of September 30, 2021, the Company was in compliance with all financial covenants. The obligations under the Credit Agreement are secured by substantially all of our subsidiaries' assets and are guaranteed by the Company and its subsidiaries, other than the borrowers. In consideration for, and concurrently with, the origination of the Initial Term Loan in accordance with the terms of the Credit Agreement, we issued a warrant to the lender to purchase up to an aggregate of 3,863,326 shares of the Company’s common stock (representing approximately up to 7.5% of our diluted common stock as calculated using the “treasury stock” method as defined under U.S. GAAP for the three month period ended June 30, 2017) with an exercise price of $1.92 per share (the "Exercise Price"). Upon borrowing of the Additional Term Loans, the Company was required to issue additional warrants at the same Exercise Price to purchase up to an aggregate of 77,267 additional shares of common stock (which represents approximately 0.15% of our diluted common stock calculated using the “treasury stock” method as defined under U.S. GAAP for the three month period ended June 30, 2017) for each $1.0 million of such Additional Term Loans. Similarly, upon the effectiveness of the Fifth Amendment and the extension of the maturity of the loans for a one-year period, the Company was required to issue additional warrants at the exercise price of $0.96 per share to purchase up to an aggregate of 515,110 additional shares of common stock of the Company, the “Exercise Price” for a portion of the existing warrants issued to ECMC to purchase 1,931,663 shares of common stock of the Company was reduced from $1.92 to $0.96 per share, and the contractual term of the existing warrants issued to ECMC to purchase 3,863,326 shares of common stock of the Company was extended to August 11, 2023. In addition, upon the effectiveness of the Fifth Amendment, the Company issued to ECMC 300,000 shares of common stock of the Company in connection with an amendment to the Agreement for Purchase of LLC Membership Interests between ECMC Holdings Corporation and the Company, dated as of August 9, 2018 (as amended), and the full satisfaction of certain earnouts pursuant to such agreement. If the Company extends maturity of the Loans for an additional one-year period to August 11, 2023, the Company will be required to issue additional warrants at the exercise price of $0.96 per share to purchase up to an aggregate of 772,665 additional shares of common stock of the Company (which represents approximately 1.5% of our diluted common stock, calculated using the “treasury stock” method as defined under U.S. GAAP for the three month period ended June 30, 2017, if exercised). The warrants issued for the first extension period noted above represented approximately 1.0% of our diluted common stock, calculated using the same method. The Company has accounted for these warrants as equity instruments since the warrants are indexed to the Company’s common shares and meet the criteria for classification in shareholders’ equity. The relative fair values of the warrants were treated as a discount to the associated Loans. These amounts were being amortized to interest expense under the effective interest method over the life of the Loans. Upon the effectiveness of the Fifth Amendment, the Company estimated the fair values of the modified warrants using the Black-Scholes model. The key information and assumptions used to value the warrants are as follows: August 2017 Issuance October 2018 Issuance April 2019 Issuance May 2019 Issuance August 2019 Issuance September 2019 Issuance May 2021 Issuance Exercise price $1.92 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Share price on date of modification/issuance $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 Volatility 80.0% 77.5% 72.5% 72.5% 70.0% 70.0% 65.0% Risk-free interest rate 0.2% 0.2% 0.3% 0.3% 0.4% 0.4% 0.8% Expected dividend yield —% —% —% —% —% —% —% Contractual term (in years) 2.2 2.4 2.9 3.0 3.2 3.3 5.0 Number of shares 3,863,326 309,066 386,333 463,599 386,333 386,333 515,110 Fair value of warrants $5.6 million $0.6 million $0.7 million $0.9 million $0.7 million $0.7 million $1.0 million The fair values of the warrants issued in May 2021, the incremental fair values of the warrants modified by the Fifth Amendment, and the incremental fair value of the 300,000 shares of common stock issued to ECMC to settle the earnout payable were treated as a discount to the associated Loans, along with a $0.2 million loan amendment fee. These amounts totaled approximately $6.1 million on the effective date of the debt modification and are being amortized to interest expense under the effective interest method over the life of the Loans, which is a period of approximately fourteen months ending August 11, 2022. Outstanding debt obligations as of September 30, 2021 were as follows (in thousands): September 30, 2021 Principal amount $ 52,425 Less unamortized discount and issuance costs (4,500) Notes payable, net of unamortized discount and issuance costs 47,925 Less current maturities, net of unamortized discount and issuance costs (47,925) Long-term notes payable, net of current maturities and unamortized discount and issuance costs $ — |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancelable operating lease agreements for office facilities and equipment with original lease periods expiring between 2021 and 2025. Certain of these arrangements have free rent periods and/or escalating rent payment provisions. As such, we recognize rent expense under such arrangements on a straight-line basis in accordance with U.S. GAAP. Some leases include options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease expense was $0.6 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. Supplemental cash flow and other information related to operating leases was as follows: September 30, September 30, Weighted Average Remaining Lease Term (in years) 2.6 3.1 Weighted Average Discount Rate 6.5% 6.7% Cash paid for amounts included in the measurement of operating lease liabilities $0.7 million $0.5 million The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2021 (in thousands): Year Ending December 31, Amount Remainder of 2021 $ 660 2022 2,009 2023 873 2024 594 2025 398 Thereafter — Total undiscounted cash flows $ 4,534 Less imputed interest (400) Present value of lease liabilities $ 4,134 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation (a) Stock Options Total stock-based compensation expense charged as salaries and benefits expense in the consolidated statements of operations was $0.5 million and $0.7 million for the three months ended September 30, 2021 and 2020 respectively, and $2.0 million and $2.0 million for the nine months ended September 30, 2021 and 2020, respectively. The following table sets forth a summary of the Company's stock option activity for the nine months ended September 30, 2021: Outstanding Weighted Weighted Aggregate Outstanding at December 31, 2020 1,815,561 $ 10.31 1.92 $ — Granted — — — Forfeited (143,225) 8.91 — Exercised (11,500) 3.57 — Outstanding at September 30, 2021 1,660,836 $ 10.48 1.09 $ — Vested, exercisable, expected to vest (1) at September 30, 2021 1,660,836 $ 10.48 1.09 $ — Exercisable at September 30, 2021 1,660,836 $ 10.48 1.09 $ — (1) Options expected to vest reflect an estimated forfeiture rate. The Company recognizes share-based compensation costs as expense on a straight-line basis over the option vesting period, which generally is four years. (b) Restricted Stock Units and Performance Stock Units The following table summarizes restricted stock unit and performance stock unit activity for the nine months ended September 30, 2021: Number of Awards Weighted Outstanding at December 31, 2020 4,592,644 $ 1.27 Granted 1,311,600 4.52 Forfeited (584,812) 1.44 Vested and converted to shares, net of units withheld for taxes (1,965,260) 1.19 Units withheld for taxes (297,856) 1.40 Outstanding at September 30, 2021 3,056,316 $ 2.69 Expected to vest at September 30, 2021 2,843,375 $ 2.79 Restricted stock units and performance stock units granted under the Performant Financial Corporation Amended and Restated 2012 Stock Incentive Plan generally vest over periods ranging from one year to four years. As of September 30, 2021, there was approximately $7.1 million of total unrecognized compensation cost related to unvested restricted stock units granted to employees. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 3.3 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company's effective income tax rate changed to (1)% for the nine months ended September 30, 2021 from 25% for the nine months ended September 30, 2020. The change in the effective tax rate is primarily driven by overall losses from operations for the nine months ended September 30, 2021 for which no benefit is recognized due to valuation allowance compared to the net operating loss (“NOL”) carryback benefit recorded as a result of the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") for the nine months ended September 30, 2020. The Company files income tax returns with the U.S. federal government and various state jurisdictions. The Company operates in a number of state and local jurisdictions, most of which have never audited our records. Accordingly, the Company is subject to state and local income tax examinations based upon the various statutes of limitations in each jurisdiction. For tax years before 2017, the Company is no longer subject to Federal and certain other state tax examinations. The Company was previously examined by the Franchise Tax Board (“FTB”) of California for tax years 2011 through 2014 and received the final signed settlement agreement from the FTB in July 2021, formally closing out the audit. The Company is currently being examined by the Internal Revenue Service for tax years 2017 and 2018. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share For the three and nine months ended September 30, 2021 and 2020, basic net income (loss) per share is calculated by dividing net income (loss) by the sum of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock and dilutive common share equivalents outstanding during the period. Common share equivalents consist of stock options, restricted stock units, performance stock units, and warrants. When there is a loss in the period, dilutive common share equivalents are excluded from the calculation of diluted earnings per share, as their effect would be anti-dilutive. For example, for the nine months ended September 30, 2021 and 2020, respectively, diluted weighted average shares outstanding are the same as basic average shares outstanding. When there is net income in the period, the Company excludes stock options, restricted stock units, performance stock units, and warrants from the calculation of diluted earnings per share when their combined exercise price and unamortized fair value exceeds the average market price of the Company's common stock because their effect would be anti-dilutive. The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted average shares outstanding – basic 62,127 54,684 57,512 54,299 Dilutive effect of stock options — 26 — — Weighted average shares outstanding – diluted 62,127 54,710 57,512 54,299 Since the Company was in a loss position for all periods presented except for the three months ended September 30, 2020, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (shares in thousands): September 30, September 30, Options to purchase common stock 1,661 1,828 RSUs 3,056 4,746 Warrants outstanding 6,310 5,795 Total 11,027 12,369 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsWe have evaluated subsequent events through the date these consolidated financial statements are filed with the Securities and Exchange Commission and there are no other events that have occurred that would require adjustments or disclosures to our consolidated financial statements. |
Organization and Description _2
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, ("U.S. GAAP"), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim unaudited consolidated financial statements furnished herein include all adjustments necessary (consisting only of normal recurring adjustments) for a fair presentation of our financial position at September 30, 2021, and the results of our operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. Interim financial statements are prepared on a basis consistent with our annual consolidated financial statements. The interim financial statements included herein should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2020. Performant Financial Corporation (the "Company" or "we") is a leading provider of technology-enabled audit, recovery, and analytics services in the United States with a focus in the healthcare payment integrity services industry. The Company works with healthcare payers through claims auditing and eligibility-based (also known as coordination-of-benefits, or "COB") services to identify improper payments. The Company engages clients in both government and commercial markets. The Company also has a call center which serves clients with complex consumer engagement needs. Clients of the Company typically operate in complex and highly regulated environments and contract for their payment integrity needs in order to reduce losses on improper healthcare payments. The Company historically worked in recovery markets such as defaulted student loans, federal and state treasury receivables, and commercial recovery. However, with the ongoing impact of the COVID-19 pandemic, and the continued pause on student loan recovery work through 2021, the Company announced on March 29, 2021, that it has signed an agreement to sell certain of its non-healthcare recovery contracts and that it does not plan to renew or restart existing contracts, nor pursue new non-healthcare recovery opportunities. The Company's consolidated financial statements include the operations of Performant Financial Corporation ("Performant"), its wholly-owned subsidiary Performant Business Services, Inc. ("PBS"), and PBS's wholly-owned subsidiaries Performant Recovery, Inc. ("Recovery"), Performant Technologies, LLC ("PTL"), and Premiere Credit of North America, LLC ("Premiere"). Performant is a Delaware corporation headquartered in California and was formed in 2003. PBS is a Nevada corporation founded in 1997. Recovery is a California corporation founded in 1976. PTL is a California limited liability company that was originally formed in 2004. Premiere is an Indiana limited liability company acquired by Performant on August 31, 2018. All intercompany balances and transactions have been eliminated in consolidation. The Company is managed and operated as one business, with a single management team that reports to the Chief Executive Officer. The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, primarily accounts receivable, contract assets, intangible assets, goodwill, right-of-use assets, deferred revenue, estimated liability for appeals, disputes, and refunds, lease liabilities, other liabilities, deferred income taxes and income tax expense (benefit), and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Our actual results could differ from these estimates. |
Liquidity | LiquidityThe accompanying consolidated financial statements have been prepared on a going concern basis which contemplates that the Company will be able to realize assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to any adjustments that would be necessary should the Company be required to liquidate its assets. The ability of the Company to continue to fund its business plans is dependent upon realizing sufficient cash flows in the future. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.The Company believes that its forecasted results will be sufficient to fund the Company’s current operations, for at least a year from the issuance of these consolidated financial statements. While the Company believes its financial projections are attainable, there can be no assurances that the financial results will be recognized in a timeframe necessary to meet the Company’s ongoing cash requirements. On August 20, 2021, the Company completed a registered public offering of 12,103,750 shares of common stock, which resulted in the Company receiving net proceeds of approximately $42.6 million. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, which may include the repayment of outstanding indebtedness. |
Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals, Disputes and Refunds | Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals, Disputes and Refunds The Company derives its revenues primarily from providing audit, recovery, and analytics services. Revenues are recognized upon completion of these services for its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract 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 performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s contracts generally contain a single performance obligation, delivered over time as a series of services that are substantially the same and have the same pattern of transfer to the client, as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s contracts are composed primarily of variable consideration. Fees earned under the Company’s audit and recovery service contracts consist primarily of contingency fees based on a specified percentage of the amount the Company enables its clients to recover. The contingency fee percentage for a particular recovery depends on the type of recovery or claim facilitated. In certain contracts, the Company can earn additional performance-based bonuses determined based on its performance relative to the client’s other contractors providing similar services. The Company generally either applies the as-invoiced practical expedient where its right to consideration corresponds directly to its right to invoice its clients, or the variable consideration allocation exception where the variable consideration is attributable to one or more, but not all, of the services promised in a series of distinct services that form part of a single performance obligation. As such, the Company has elected the optional exemptions related to the as-invoiced practical expedient and the variable consideration allocation exception, whereby the disclosure of the amount of transaction price allocated to the remaining performance obligations is not required. The Company estimates variable consideration only if it can reasonably measure the progress toward complete satisfaction of the performance obligation using an output method based on reliable information, and recognizes such revenue over the performance period only if it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Any change made to the measure of progress toward complete satisfaction of the Company’s performance obligation is recorded as a change in estimate. The Company exercises judgment to estimate the amount of constraint on variable consideration based on the facts and circumstances of the relevant contract operations and the availability and reliability of data. Although the Company believes the estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of variable consideration. For contracts that contain a refund right, these amounts are considered variable consideration and the Company estimates its refund exposure and recognizes revenue net of such estimate. Under certain contracts, consideration can include periodic performance-based bonuses which can be awarded based on the Company’s performance under the specific contract. These performance-based bonuses are considered variable and may be constrained by the Company until there is not a risk of a significant reversal. The Company has applied the as-invoiced practical expedient or the variable consideration allocation exception to contracts with performance obligations that have an average remaining duration of less than a year. For healthcare claims-based audit contracts, the Company may recognize revenue upon delivering the results of claims audits, when sufficient reliable information is available to the Company for estimating the variable consideration earned based on an output metric that reasonably measures the Company's satisfaction of its performance obligation. For eligibility-based or COB contracts, the Company recognizes revenue when insurance companies or other responsible parties have remitted payments to its clients. For certain recovery contracts, revenue is recognized when the clients collect on amounts owed to them as a result of the Company’s services. For student loan recovery services, loan rehabilitation revenue is recognized when the rehabilitated loans are funded by clients. Bonuses are recognized upon receipt of official notification of bonus awards from customers. For customer care / outsourced services, the Company recognizes revenues based on the volume of processed transactions or the quantity of labor hours provided. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for doubtful accounts by specific identification. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is consider remote. The allowance for doubtful accounts was $49 thousand at September 30, 2021 and December 31, 2020. Healthcare providers have the right to appeal claims audit findings and may pursue additional appeals if the initial appeal is found in favor of healthcare clients. For eligibility or COB contracts, insurance companies or other responsible parties may dispute the Company’s findings regarding our clients not being the primary payer of healthcare claims. Total estimated liability for appeals, disputes, and refunds was $2.3 million as of September 30, 2021 and $1.0 million as of December 31, 2020. This represents the Company’s best estimate of the amount probable of being refunded to the Company’s healthcare clients. The Company determined that it does not have any material costs related to obtaining or fulfilling a contract that are recoverable and as such, these contract costs are generally expensed as incurred. Contract assets was approximately $5.0 million and $4.5 million as of September 30, 2021 and December 31, 2020, respectively. Contract assets relate to the Company’s rights to consideration for services completed, but not invoiced at the reporting date, and receipt of payment is conditional upon factors other than the passage of time. Contract assets primarily consist of commissions the Company estimates it has earned from completed claims audit findings submitted to healthcare clients. Generally, the Company’s right to payment occurs when contract assets are recorded to accounts receivable when the rights become unconditional, which is generally when healthcare providers or payers have paid our clients. There was no impairment loss related to contract assets for the nine months ended September 30, 2021. |
Impairment of Goodwill and Long-Lived Assets | Goodwill is reviewed for impairment at least annually in December or as certain events or conditions arise during the year. The Company may first assess qualitative factors for indicators of impairment to determine whether it is necessary to perform the quantitative goodwill impairment test. In performing the quantitative assessment of goodwill, if the carrying value of the Company, as one reporting unit, exceeds its fair value, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and the fair value of the reporting unit. Impairment testing is based upon the best information available and estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, our market capitalization, projecting future cash flows and other assumptions, to estimate the fair value of the reporting unit. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of impairment. Based on management’s analysis, there was no impairment to goodwill as of September 30, 2021. |
New Accounting Pronouncements | New Accounting PronouncementsIn December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intra-period tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of ASU 2019-12 as of January 1, 2021 had no material impact on our financial position, results of operations, or cash flows. In February 2020, the FASB issued ASU 2020-02, “Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This ASU provides updated guidance on how an entity should measure credit losses on financial instruments, including trade receivables, held at the reporting date. The amendments make each Topic easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. It also addresses transition and open effective date information for Topic 842. ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02 (collectively, “ASC 326”) are effective for public entities for fiscal years beginning after December 15, 2019, except for Smaller Reporting Companies. This ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. In March 2020, the FASB issued ASU No 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company does not expect ASU 2020-04 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. |
Organization and Description _3
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue by category | The following table presents revenue disaggregated by category for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Eligibility-based 12,727 13,480 32,215 35,720 Claims-based 7,280 4,086 19,680 13,962 Healthcare Total 20,007 17,566 51,895 49,682 Recovery (1) 5,490 15,443 31,072 55,876 Customer Care / Outsourced Services 3,085 3,219 9,847 10,343 Total Revenues $ 28,582 $ 36,228 $ 92,814 $ 115,901 (1) Represents student lending, state and municipal tax authorities, IRS and Department of Treasury markets, as well as Premiere. |
Property, Equipment, and Leas_2
Property, Equipment, and Leasehold Improvements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment, and leasehold improvements | Property, equipment, and leasehold improvements consist of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Land $ 1,943 $ 1,943 Building and leasehold improvements 7,411 7,591 Furniture and equipment 5,757 5,922 Computer hardware and software 74,247 80,358 89,358 95,814 Less accumulated depreciation and amortization (73,078) (78,317) Property, equipment and leasehold improvements, net $ 16,280 $ 17,497 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of warrant valuation | The key information and assumptions used to value the warrants are as follows: August 2017 Issuance October 2018 Issuance April 2019 Issuance May 2019 Issuance August 2019 Issuance September 2019 Issuance May 2021 Issuance Exercise price $1.92 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Share price on date of modification/issuance $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 Volatility 80.0% 77.5% 72.5% 72.5% 70.0% 70.0% 65.0% Risk-free interest rate 0.2% 0.2% 0.3% 0.3% 0.4% 0.4% 0.8% Expected dividend yield —% —% —% —% —% —% —% Contractual term (in years) 2.2 2.4 2.9 3.0 3.2 3.3 5.0 Number of shares 3,863,326 309,066 386,333 463,599 386,333 386,333 515,110 Fair value of warrants $5.6 million $0.6 million $0.7 million $0.9 million $0.7 million $0.7 million $1.0 million |
Schedule of outstanding debt | Outstanding debt obligations as of September 30, 2021 were as follows (in thousands): September 30, 2021 Principal amount $ 52,425 Less unamortized discount and issuance costs (4,500) Notes payable, net of unamortized discount and issuance costs 47,925 Less current maturities, net of unamortized discount and issuance costs (47,925) Long-term notes payable, net of current maturities and unamortized discount and issuance costs $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of lease cost | Supplemental cash flow and other information related to operating leases was as follows: September 30, September 30, Weighted Average Remaining Lease Term (in years) 2.6 3.1 Weighted Average Discount Rate 6.5% 6.7% Cash paid for amounts included in the measurement of operating lease liabilities $0.7 million $0.5 million |
Schedule of maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2021 (in thousands): Year Ending December 31, Amount Remainder of 2021 $ 660 2022 2,009 2023 873 2024 594 2025 398 Thereafter — Total undiscounted cash flows $ 4,534 Less imputed interest (400) Present value of lease liabilities $ 4,134 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table sets forth a summary of the Company's stock option activity for the nine months ended September 30, 2021: Outstanding Weighted Weighted Aggregate Outstanding at December 31, 2020 1,815,561 $ 10.31 1.92 $ — Granted — — — Forfeited (143,225) 8.91 — Exercised (11,500) 3.57 — Outstanding at September 30, 2021 1,660,836 $ 10.48 1.09 $ — Vested, exercisable, expected to vest (1) at September 30, 2021 1,660,836 $ 10.48 1.09 $ — Exercisable at September 30, 2021 1,660,836 $ 10.48 1.09 $ — (1) Options expected to vest reflect an estimated forfeiture rate. |
Schedule of restricted stock activity | The following table summarizes restricted stock unit and performance stock unit activity for the nine months ended September 30, 2021: Number of Awards Weighted Outstanding at December 31, 2020 4,592,644 $ 1.27 Granted 1,311,600 4.52 Forfeited (584,812) 1.44 Vested and converted to shares, net of units withheld for taxes (1,965,260) 1.19 Units withheld for taxes (297,856) 1.40 Outstanding at September 30, 2021 3,056,316 $ 2.69 Expected to vest at September 30, 2021 2,843,375 $ 2.79 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of basic to diluted weighted average shares | The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted average shares outstanding – basic 62,127 54,684 57,512 54,299 Dilutive effect of stock options — 26 — — Weighted average shares outstanding – diluted 62,127 54,710 57,512 54,299 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (shares in thousands): September 30, September 30, Options to purchase common stock 1,661 1,828 RSUs 3,056 4,746 Warrants outstanding 6,310 5,795 Total 11,027 12,369 |
Organization and Description _4
Organization and Description of Business - Narrative (Details) $ in Thousands | Aug. 20, 2021USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Allowance for doubtful accounts | $ 49 | $ 49 | $ 49 | |||
Estimated liability for appeals | 2,254 | 2,254 | 1,014 | |||
Contract assets | 4,950 | 4,950 | 4,466 | |||
Deferred revenue | 0 | 0 | 867 | |||
Prepaid expenses and other current assets | 2,539 | 2,539 | 3,784 | |||
Prepaid expenses and other current assets, prepaid software licenses and maintenance agreement | 1,800 | 1,800 | 1,800 | |||
Prepaid expenses and other current assets, various other prepaid expenses | 700 | 700 | 600 | |||
Prepaid expenses and other current assets, prepaid insurance | 1,400 | |||||
Goodwill | 47,372 | 47,372 | 47,372 | |||
Goodwill, accumulated impairment loss | 34,200 | 34,200 | 34,200 | |||
Impairment of long-lived assets | 600 | |||||
Accrued liabilities, current | 2,900 | 2,900 | 3,400 | |||
Workers' compensation liability, incurred | 400 | 400 | 200 | |||
Premium insurance financing payables | $ 200 | |||||
Gain on sale of certain recovery contracts | 579 | $ 0 | 2,428 | $ 0 | ||
Proceeds from sale of certain recovery contracts | 3,171 | $ 0 | ||||
Severance costs | $ 400 | $ 1,900 | ||||
Public Stock Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | shares | 12,103,750 | |||||
Net proceeds received on offering | $ 42,600 |
Organization and Description _5
Organization and Description of Business - Disaggregated Revenue by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 28,582 | $ 36,228 | $ 92,814 | $ 115,901 |
Healthcare Total | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 20,007 | 17,566 | 51,895 | 49,682 |
Eligibility-based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 12,727 | 13,480 | 32,215 | 35,720 |
Claims-based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 7,280 | 4,086 | 19,680 | 13,962 |
Recovery | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 5,490 | 15,443 | 31,072 | 55,876 |
Customer Care / Outsourced Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 3,085 | $ 3,219 | $ 9,847 | $ 10,343 |
Property, Equipment, and Leas_3
Property, Equipment, and Leasehold Improvements - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 89,358 | $ 95,814 |
Less accumulated depreciation and amortization | (73,078) | (78,317) |
Property, equipment and leasehold improvements, net | 16,280 | 17,497 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 1,943 | 1,943 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 7,411 | 7,591 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 5,757 | 5,922 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 74,247 | $ 80,358 |
Property, Equipment, and Leas_4
Property, Equipment, and Leasehold Improvements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense of property, equipment and leasehold improvements | $ 0.8 | $ 1.2 | $ 3.2 | $ 3.9 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | May 24, 2021USD ($)$ / sharesshares | Aug. 31, 2018USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | May 31, 2022USD ($) | May 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020 | Sep. 30, 2019USD ($) | Aug. 30, 2018USD ($) | Aug. 09, 2018shares | Aug. 07, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||||||
Prepayment cost | $ 6,000,000 | ||||||||||
Forecast | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Prepayment cost | $ 6,000,000 | ||||||||||
New Credit Agreement | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Floor rate (as a percent) | 1.00% | ||||||||||
Annual interest rate | 8.00% | 6.50% | |||||||||
Periodic payment of principal (as a percent) | 5.00% | ||||||||||
Warrants issued (in shares) | shares | 3,863,326 | ||||||||||
New Credit Agreement | Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Excess cash flow for prepayments of lines of credit (as a percent) | 0.00% | ||||||||||
New Credit Agreement | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Excess cash flow for prepayments of lines of credit (as a percent) | 75.00% | ||||||||||
Initial Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Diluted common stock (as a percent) | 7.50% | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 1.92 | ||||||||||
Additional Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Diluted common stock (as a percent) | 0.15% | ||||||||||
Stock value of warrants per term loan (in shares) | shares | 77,267 | ||||||||||
Allotment for warrants purchased | $ 1,000,000 | ||||||||||
Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Warrants issued (in shares) | shares | 300,000 | ||||||||||
Duration of optional additional extension periods | 1 year | ||||||||||
Loan amendment fee | $ 200,000 | ||||||||||
Fair value of warrants issued including loan amendment fee | $ 6,100,000 | ||||||||||
Amortization period | 14 months | ||||||||||
Agreement For Purchase | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Duration of optional additional extension periods | 1 year | ||||||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 5.50% | ||||||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 10.00% | ||||||||||
Period Three | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Minimum fixed charge coverage ratio | 0.75 | ||||||||||
Total debt to EBITDA ratio | 7 | ||||||||||
Period Three | Agreement For Purchase | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional number of shares (in shares) | shares | 300,000 | ||||||||||
Period Four | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Minimum fixed charge coverage ratio | 1 | ||||||||||
Total debt to EBITDA ratio | 6 | ||||||||||
Period Four | Agreement For Purchase | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Diluted common stock (as a percent) | 1.00% | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.96 | ||||||||||
Stock value of warrants per term loan (in shares) | shares | 772,665 | ||||||||||
Period Five | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Minimum fixed charge coverage ratio | 1.25 | ||||||||||
Period Two | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 1.92 | ||||||||||
Period Two | Additional Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Stock value of warrants per term loan (in shares) | shares | 1,931,663 | ||||||||||
Period Two | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Total debt to EBITDA ratio | 8 | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.96 | ||||||||||
Period Two | Agreement For Purchase | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Diluted common stock (as a percent) | 1.50% | ||||||||||
Period One | Additional Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Stock value of warrants per term loan (in shares) | shares | 515,110 | ||||||||||
Period One | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.96 | ||||||||||
Line of Credit | Initial Term Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Principal amount | $ 44,000,000 | ||||||||||
Line of Credit | Additional Term Loans | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Principal amount | $ 52,425,000 | ||||||||||
Maximum borrowing capacity under line of credit | $ 25,000,000 | $ 25,000,000 | $ 15,000,000 | $ 15,000,000 | |||||||
Extended maturity, term | 1 year | ||||||||||
Line of Credit | Credit Agreement ("Fifth Amendment") | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Prepayment cost | $ 6,000,000 |
Notes Payable - Warrant Valuati
Notes Payable - Warrant Valuation (Details) - Amendment Number One to Credit Agreement $ / shares in Units, $ in Millions | 1 Months Ended | ||||||
May 31, 2021USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |||||||
Exercise price (in usd per share) | $ 0.96 | $ 0.96 | $ 0.96 | $ 0.96 | $ 0.96 | $ 0.96 | $ 1.92 |
Share price on date of modification/issuance (in usd per share) | $ 2.67 | $ 2.67 | $ 2.67 | $ 2.67 | $ 2.67 | $ 2.67 | $ 2.67 |
Number of shares (in shares) | shares | 515,110 | 386,333 | 386,333 | 463,599 | 386,333 | 309,066 | 3,863,326 |
Fair value of warrants | $ | $ 1 | $ 0.7 | $ 0.7 | $ 0.9 | $ 0.7 | $ 0.6 | $ 5.6 |
Volatility | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0.650 | 0.700 | 0.700 | 0.725 | 0.725 | 0.775 | 0.800 |
Risk-free interest rate | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0.008 | 0.004 | 0.004 | 0.003 | 0.003 | 0.002 | 0.002 |
Expected dividend yield | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Contractual term (in years) | |||||||
Debt Instrument [Line Items] | |||||||
Contractual term (in years) | 5 years | 3 years 3 months 18 days | 3 years 2 months 12 days | 3 years | 2 years 10 months 24 days | 2 years 4 months 24 days | 2 years 2 months 12 days |
Notes Payable - Outstanding Deb
Notes Payable - Outstanding Debt Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Less unamortized discount and issuance costs | $ (4,500) |
Notes payable, net of unamortized discount and issuance costs | 47,925 |
Less current maturities, net of unamortized discount and issuance costs | (47,925) |
Long-term notes payable, net of current maturities and unamortized discount and issuance costs | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 0.6 | $ 0.8 | $ 1.8 | $ 2.3 |
Leases - Components of Lease Te
Leases - Components of Lease Term and Discount Rate (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term (in years) | 2 years 7 months 6 days | 3 years 1 month 6 days |
Weighted Average Discount Rate | 6.50% | 6.70% |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 0.7 | $ 0.5 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Maturities of Lease Liabilities | |
Remainder of 2021 | $ 660 |
2022 | 2,009 |
2023 | 873 |
2024 | 594 |
2025 | 398 |
Thereafter | 0 |
Total undiscounted cash flows | 4,534 |
Less imputed interest | (400) |
Present value of lease liabilities | $ 4,134 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0.5 | $ 0.7 | $ 2 | $ 2 |
Options to purchase common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 4 years | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 7.1 | $ 7.1 | ||
Unrecognized compensation expense, recognition term | 3 years 3 months 18 days | |||
Minimum | Restricted Stock and Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 1 year | |||
Maximum | Restricted Stock and Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Options to purchase common stock - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Outstanding Options | ||
Balance at beginning of period (in shares) | 1,815,561 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (143,225) | |
Exercised (in shares) | (11,500) | |
Balance at end of period (in shares) | 1,660,836 | 1,815,561 |
Vested, exercisable, expected to vest (in shares) | 1,660,836 | |
Exercisable (in shares) | 1,660,836 | |
Weighted average exercise price per share | ||
Balance at beginning of period (in usd per share) | $ 10.31 | |
Granted (in usd per share) | 0 | |
Forfeited (in usd per share) | 8.91 | |
Exercised (in usd per share) | 3.57 | |
Balance at end of period (in usd per share) | 10.48 | $ 10.31 |
Vested, exercisable, expected to vest (in usd per share) | 10.48 | |
Exercisable (in usd per share) | $ 10.48 | |
Weighted average remaining contractual life (Years) | ||
Outstanding | 1 year 1 month 2 days | 1 year 11 months 1 day |
Vested, exercisable, expected to vest | 1 year 1 month 2 days | |
Exercisable | 1 year 1 month 2 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 0 | $ 0 |
Vested, exercisable, expected to vest | 0 | |
Exercisable | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Performance Stock Units Activity (Details) - Restricted Stock and Performance Stock Units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Awards | |
Outstanding at beginning of period (in shares) | shares | 4,592,644 |
Granted (in shares) | shares | 1,311,600 |
Forfeited (in shares) | shares | (584,812) |
Vested and converted to shares, net of units withheld for taxes (in shares) | shares | (1,965,260) |
Units withheld for taxes (in shares) | shares | (297,856) |
Outstanding at end of period (in shares) | shares | 3,056,316 |
Expected to vest (in shares) | shares | 2,843,375 |
Weighted average grant date fair value per share | |
Outstanding beginning of period (in usd per share) | $ / shares | $ 1.27 |
Granted (in usd per share) | $ / shares | 4.52 |
Forfeited (in usd per share) | $ / shares | 1.44 |
Vested and converted to shares, net of units withheld for taxes (in usd per share) | $ / shares | 1.19 |
Units withheld for taxes (in usd per share) | $ / shares | 1.40 |
Outstanding end of period (in usd per share) | $ / shares | 2.69 |
Expected to vest (in usd per share) | $ / shares | $ 2.79 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | (1.00%) | 25.00% |
Net Income (Loss) per Share - R
Net Income (Loss) per Share - Reconciliation of Basic to Diluted Weighted Average Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding – basic (in shares) | 62,127 | 54,684 | 57,512 | 54,299 |
Dilutive effect of stock options (in shares) | 0 | 26 | 0 | 0 |
Weighted average shares outstanding – diluted (in shares) | 62,127 | 54,710 | 57,512 | 54,299 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 11,027 | 12,369 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,661 | 1,828 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,056 | 4,746 |
Warrants outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,310 | 5,795 |