Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 900 South Pine Island Road, | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | Plantation | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33324 | ||
City Area Code | (925) | ||
Local Phone Number | 960-4800 | ||
Title of 12(b) Security | Common Stock, par value $.0001 per share | ||
Trading Symbol | PFMT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 119,717,155 | ||
Entity Common Stock, Shares Outstanding (in shares) | 76,920,460 | ||
Documents Incorporated by Reference | Items 10 through 14 in Part III of this Form 10-K are incorporated by reference to the Registrant’s definitive proxy statement on Schedule 14A, to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies from the Registrant’s 2024 Annual Meeting of Stockholders, referred to in this report as the 2024 Proxy Statement. | ||
Entity Central Index Key | 0001550695 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 23 |
Auditor Name | Baker Tilly US, LLP |
Auditor Location | Atlanta, Georgia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,252 | $ 23,384 |
Restricted cash | 81 | 81 |
Trade accounts receivable, net of allowance for credit losses | 17,584 | 15,794 |
Contract assets | 10,879 | 11,460 |
Prepaid expenses and other current assets | 3,651 | 3,665 |
Income tax receivable | 335 | 3,123 |
Total current assets | 39,782 | 57,507 |
Property, equipment, and leasehold improvements, net | 9,724 | 10,897 |
Goodwill | 47,372 | 47,372 |
Debt issuance costs | 631 | 0 |
Right-of-use assets | 531 | 2,057 |
Other assets | 990 | 1,000 |
Total assets | 99,030 | 118,833 |
Current liabilities: | ||
Current maturities of long-term loan payable, net of unamortized debt issuance costs of $0 and $17, respectively | 0 | 983 |
Accrued salaries and benefits | 7,924 | 6,938 |
Accounts payable | 727 | 1,262 |
Other current liabilities | 2,385 | 2,252 |
Contract liabilities | 493 | 438 |
Estimated liability for appeals and disputes | 601 | 1,106 |
Lease liabilities | 250 | 1,228 |
Total current liabilities | 12,380 | 14,207 |
Long-term loan payable, net of current portion and unamortized debt issuance costs of $0 and $316, respectively | 5,000 | 18,184 |
Lease liabilities | 295 | 1,076 |
Other liabilities | 648 | 881 |
Total liabilities | 18,323 | 34,348 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value. Authorized, 500,000 shares at December 31, 2023 and 2022, respectively; issued and outstanding, 76,920 and 75,505 shares at December 31, 2023 and 2022, respectively | 8 | 7 |
Additional paid-in capital | 146,001 | 142,261 |
Accumulated deficit | (65,302) | (57,783) |
Total stockholders’ equity | 80,707 | 84,485 |
Total liabilities and stockholders’ equity | $ 99,030 | $ 118,833 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Unamortized debt issuance costs | $ 0 | $ 17 |
Noncurrent unamortized debt issuance costs | $ 0 | $ 316 |
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) | 76,920,000 | 75,505,000 |
Common stock, outstanding shares (in shares) | 76,920,000 | 75,505,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 113,743 | $ 109,184 |
Operating expenses: | ||
Salaries and benefits | 90,447 | 85,312 |
Other operating expenses | 29,424 | 30,772 |
Total operating expenses | 119,871 | 116,084 |
Loss from operations | (6,128) | (6,900) |
Gain on sale of certain recovery contracts | 3 | 382 |
Gain on sale of land and buildings | 0 | 1,120 |
Interest expense | (1,974) | (1,007) |
Interest income | 240 | 0 |
Loss before provision for (benefit from) income taxes | (7,859) | (6,405) |
Provision for (benefit from) income taxes | (340) | 132 |
Net loss | $ (7,519) | $ (6,537) |
Net loss per share attributable to common shareholders (see Note 1) | ||
Basic (in usd per share) | $ (0.10) | $ (0.09) |
Diluted (in usd per share) | $ (0.10) | $ (0.09) |
Weighted average shares (see Note 1) | ||
Basic (in shares) | 76,156 | 72,937 |
Diluted (in shares) | 76,156 | 72,937 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 69,281 | |||
Balance at beginning of period at Dec. 31, 2021 | $ 82,423 | $ 7 | $ 133,662 | $ (51,246) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 1,173 | |||
Stock-based compensation expense | 3,036 | 3,036 | ||
Proceeds from exercise of stock warrants (in shares) | 5,051 | |||
Proceeds from exercise of stock warrants | 5,563 | 5,563 | ||
Net loss | $ (6,537) | (6,537) | ||
Balance at end of period (in shares) at Dec. 31, 2022 | 75,505 | 75,505 | ||
Balance at end of period at Dec. 31, 2022 | $ 84,485 | $ 7 | 142,261 | (57,783) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 1,415 | |||
Common stock issued under stock plans, net of shares withheld for employee taxes | (195) | $ 1 | (196) | |
Stock-based compensation expense | 3,936 | 3,936 | ||
Net loss | $ (7,519) | (7,519) | ||
Balance at end of period (in shares) at Dec. 31, 2023 | 76,920 | 76,920 | ||
Balance at end of period at Dec. 31, 2023 | $ 80,707 | $ 8 | $ 146,001 | $ (65,302) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (7,519) | $ (6,537) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss on disposal of assets | 129 | 41 |
Depreciation and amortization | 5,187 | 4,524 |
Right-of-use assets amortization | 1,526 | 1,178 |
Stock-based compensation | 3,936 | 3,036 |
Amortization of debt issuance costs | 347 | 95 |
Loss on debt extinguishment | 510 | 0 |
Gain on sale of certain recovery contracts | (3) | (382) |
Gain on sale of land and buildings | 0 | (1,120) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (1,790) | 5,014 |
Contract assets | 581 | (3,347) |
Prepaid expenses and other current assets | 14 | (588) |
Income tax receivable | 2,788 | 36 |
Other assets | 10 | (37) |
Accrued salaries and benefits | 986 | (1,538) |
Accounts payable | (535) | 138 |
Contract liabilities and other current liabilities | 188 | (1,660) |
Estimated liability for appeals and disputes | (505) | (84) |
Lease liabilities | (1,759) | (1,361) |
Other liabilities | (231) | (285) |
Net cash provided by (used in) operating activities | 3,860 | (2,877) |
Cash flows from investing activities: | ||
Purchase of property, equipment, and leasehold improvements | (4,143) | (3,585) |
Proceeds from sale of certain recovery contracts | 3 | 382 |
Proceeds from sales of property, equipment, and leasehold improvements | 0 | 4,934 |
Net cash (used in) provided by investing activities | (4,140) | 1,731 |
Cash flows from financing activities: | ||
Repayment of long-term loan payable | (19,500) | (500) |
Debt issuance costs paid | (1,156) | (2) |
Taxes paid related to net share settlement of stock awards | (196) | 0 |
Proceeds from exercise of warrants | 0 | 5,563 |
Borrowings from revolving loan | 5,000 | 0 |
Net cash (used in) provided by financing activities | (15,852) | 5,061 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (16,132) | 3,915 |
Cash, cash equivalents and restricted cash at beginning of year | 23,465 | 19,550 |
Cash, cash equivalents and restricted cash at end of year | 7,333 | 23,465 |
Reconciliation of the consolidated statements of cash flows to the consolidated balance sheets: | ||
Cash and cash equivalents | 7,252 | 23,384 |
Restricted cash | 81 | 81 |
Total cash, cash equivalents and restricted cash at end of period | 7,333 | 23,465 |
Supplemental disclosures of cash flow information: | ||
Cash (received) paid for income taxes | (3,052) | 250 |
Cash paid for interest | $ 1,291 | $ 702 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Organization and Basis of Presentation Performant Financial Corporation (the "Company", "we", or "our") supports healthcare payers in identifying, preventing, and recovering waste and improper payments by leveraging advanced technology, analytics and proprietary data assets. The Company works with leading national and regional healthcare payers to provide eligibility-based, also known as coordination-of-benefits (COB) services, as well as claims-based services, which includes the audit and identification of improperly paid claims. The Company is a leading provider of these services in both government and commercial healthcare markets. The Company also provides advanced reporting capabilities, support services, customer care, and stakeholder training programs designed to mitigate future instances of improper payments. 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. (PRI), dba Performant Healthcare Solutions, and Performant Technologies, LLC (PTL). Performant is a Delaware corporation headquartered in California and was formed in 2003. PBS is a Nevada corporation founded in 1997. PRI is a California corporation founded in 1976. PTL is a California limited liability company that was formed in 2004. 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. (b) Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates entities in which it has a controlling financial interest, and as of December 31, 2023 and 2022 for the accompanying reporting periods, all of the Company’s subsidiaries are 100% owned. All intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates in the Preparation of Consolidated Financial Statements 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 revenues and expenses during the reporting periods and the reported amounts of assets and liabilities, primarily accounts receivable, contract assets, goodwill, right-of-use assets, contract liabilities, estimated liability for appeals and disputes, lease liabilities, other liabilities, provision for (benefit from) income taxes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Actual results may differ from amounts presently estimated. (d) Cash and Cash Equivalents Cash and cash equivalents include demand deposits. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are currently insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum of $250,000. The Company's credit loss exposure in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. The Company collects monies on behalf of certain clients. Cash is often held on behalf of the clients in various trust accounts and is subsequently remitted to the clients based on contractual agreements. Cash held in these trust accounts for contracting agencies is not included in the Company’s assets (Note 9(a)). (e) Restricted Cash At December 31, 2023 and 2022, restricted cash included in current assets on our consolidated balance sheet was $0.1 million and $0.1 million, respectively, held in the form of certificates of deposit, which serve as collateral for letters of credit that were primarily associated with the recovery business. The Company’s restricted cash is held with high credit quality financial institutions and believes any amounts in excess of the FDIC limit to be at minimal risk. (f) Property, Equipment, and Leasehold Improvements Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. Furniture and equipment are depreciated using the straight-line method over estimated useful lives ranging from 5 to 7 years. Buildings are depreciated using the straight-line method over 31.5 years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated life of the asset or the remaining term of the lease. Computer software and computer hardware are depreciated using the straight-line method over 3 years and 5 years, respectively. Maintenance and repairs are charged to expense as incurred. Improvements that extend the useful lives of assets are capitalized. When property is sold or retired, the cost and the related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss from the transaction is included in the consolidated statements of operations. (g) Goodwill The carrying amount of goodwill was $47.4 million as of December 31, 2023 and 2022, both of which were net of accumulated impairment loss of $34.2 million. Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net assets of businesses acquired. Goodwill is reviewed for impairment annually in December, or more frequently if certain events or conditions arise during the year. There was no goodwill impairment for the years ended December 31, 2023 and 2022. 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 goodwill test, 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 including our market capitalization 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, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of the reporting unit, inclusive of goodwill. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of impairment. (h) Impairment of Long-Lived Assets Long-lived assets 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. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. (i) System Developments The Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 350-40, Internal-Use Software , which specifies that costs incurred during the application stage of development should be capitalized. All other costs are expensed as incurred. During 2023 and 2022, costs of $3.4 million and $2.3 million, respectively, were capitalized for projects in the application stage of development. Amortization expense for completed projects during 2023 and 2022 were $4.3 million and $3.4 million, respectively. (j) Debt Issuance Costs Debt issuance costs represent loan and legal fees paid in connection with the issuance of long-term debt. Debt issuance costs associated with the Company’s secured revolving loan are deferred and amortized to interest expense over the term of the related loan using the straight-line method and are presented in assets on the Company’s consolidated balance sheet. For the term loan, debt issuance costs were deducted from current and long-term loan payable and amortized to interest expense under the effective interest method in accordance with key terms of the credit agreement. (k) Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals and Disputes The Company generally 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. • 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. Certain of the Company’s contracts contain more than one performance obligation and are delivered as of a point in time. The Company’s contracts are composed primarily of variable consideration. Fees earned under the Company’s 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. The Company may apply 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 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 one year. 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 our 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. The Company reviews the constraint on variable consideration quarterly. While the Company believes the estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of variable consideration recognized. For healthcare claims audit contracts, the Company may recognize revenue upon delivering its findings from claims audits to its clients, when sufficient reliable information is available for estimating the variable consideration earned. For eligibility-based or COB contracts, the Company may recognize revenue upon delivering its findings to its clients' counterparties (insurance companies or other responsible parties that appear to have primary responsibility to pay the claims). For contracts that contain a refund right, the Company estimates its refund liability for each claim, as needed, 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. For customer care / outsourced services clients, 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 years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Eligibility-based $ 61,179 $ 53,284 Claims-based 45,265 41,382 Healthcare Total $ 106,444 $ 94,666 Recovery 33 241 Customer Care / Outsourced Services 7,266 14,277 Total Revenues $ 113,743 $ 109,184 For the years ended December 31, 2023 and 2022, the Company had three and two different clients, respectively, with revenues that exceeded 10% of the Company’s total revenues. The dollar amount and percent of total revenue of each of the three clients are summarized in the table below (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Rank Revenue Percent of Rank Revenue Percent of 1 $49,902 44% 1 $58,155 53% 2 $15,718 14% 2 $12,004 11% 3 $11,867 10% Accounts receivable from the top three clients were 68% of total trade accounts receivable at December 31, 2023, of which these clients comprised 33%, 20%, and 15% of total trade receivables. Accounts receivable from the top two customers were 47% of total trade receivables at December 31, 2022, of which one of these customers comprised 47% of total trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in cash provided by (used in) operating activities in the consolidated statements of cash flows. The Company determines the allowance for credit losses for its trade accounts receivables. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0 for December 31, 2023 and 2022, respectively. Contract assets were $10.9 million and $11.5 million as of December 31, 2023 and December 31, 2022, 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 claims audit findings submitted to healthcare clients. Contract assets are recorded to accounts receivable when the Company's right to payment becomes unconditional, which is generally when healthcare providers have paid our clients. There was no impairment loss related to contract assets for the years ended December 31, 2023 and 2022. The Company had contract liabilities of $0.5 million as of December 31, 2023 and $0.4 million as of December 31, 2022. Healthcare providers of our clients 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 coordination-of-benefits, 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 and disputes was $0.6 million and $1.1 million as of December 31, 2023 and 2022, respectively. 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 did not have any material costs related to obtaining or fulfilling a contract that are recoverable and as such, those contract costs were expensed as incurred. (l) Prepaid Expenses and Other Current Assets At December 31, 2023, prepaid expenses and other current assets were $3.7 million and included approximately $1.8 million related to prepaid software licenses and maintenance agreements, and $1.3 million for prepaid insurance. At December 31, 2022, prepaid expenses and other current assets were $3.7 million and included approximately $1.5 million related to prepaid software licenses and maintenance agreements, $1.8 million for prepaid insurance, and $0.4 million for various other prepaid expenses. (m) Other Current Liabilities At December 31, 2023, other current liabilities were $2.4 million and primarily included $2.1 million for services received for which we have not received an invoice. At December 31, 2022, other current liabilities were $2.3 million and primarily included $1.8 million for services received for which we have not received an invoice and, $0.5 million for accrued interest under the Company's prior credit agreement, estimated workers' compensation claims incurred but not reported, and third party fees and equipment financing payables. (n) Legal Expenses The Company recognizes legal fees related to litigation as they are incurred. (o) Fair Value Measurements The Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used when required to measure assets or liabilities at fair value. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. • Level 1 uses quoted prices in active markets for identical assets or liabilities. • Level 2 uses quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 uses significant unobservable inputs, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At December 31, 2023 and 2022, the Company had no assets or liabilities subject to fair value measurements on a recurring basis. The following tables provide the carrying value and the estimated fair value of financial instruments that are not reported at fair value (in thousands): December 31, 2023 Carrying Level 1 Level 2 Level 3 Fair Value Assets: Cash and cash equivalents $ 7,252 $ 7,252 — — $ 7,252 Restricted cash 81 81 — — 81 Liabilities: Long term debt $ 5,000 — 0 5,000 — $ 5,000 December 31, 2022 Carrying Level 1 Level 2 Level 3 Fair Value Assets: Cash and cash equivalents $ 23,384 $ 23,384 — — $ 23,384 Restricted cash 81 81 — — 81 Liabilities: Long term debt $ 19,500 — $ 19,500 — $ 19,500 (p) Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying value of assets and liabilities for financial reporting purposes and taxation purposes. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The state and local tax jurisdictions in which the Company operates may change resulting in changes to the state tax rates and apportionment allocations used in calculating the tax rate applied to deferred income tax assets and liabilities. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest expense and penalties related to unrecognized tax benefits are recorded in income tax expense. (q) Stock-based Compensation The Company accounts for its employee stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation – Stock Compensation . FASB ASC Topic 718 requires that all employee stock-based compensation is recognized as a cost in the consolidated financial statements and that for equity-classified awards, such cost is measured at the grant date fair value of the award. FASB ASC Topic 718 also requires that excess tax benefits recognized in equity related to stock option exercises are reflected as financing cash inflows. There was no income tax benefit resulting from the exercise of stock options in both 2023 and 2022. (r) Loss per Share For the years ended December 31, 2023 and 2022, basic loss per share is calculated by dividing net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares and dilutive common shares equivalents outstanding during the period. The Company’s common share equivalents consist of stock options, restricted stock units (RSUs), 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. The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Years Ended December 31, 2023 2022 Weighted average shares outstanding – basic 76,156 72,937 Dilutive effect of common share equivalents — — Weighted average shares outstanding – diluted 76,156 72,937 Since the Company was in a loss position for both periods presented, 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): Years Ended December 31, 2023 2022 Options to purchase common stock 72 250 RSUs 4,508 3,905 Total 4,580 4,155 (s) New Accounting Pronouncements In February 2020, the Financial Accounting Standards Board (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. The Company's adoption of this ASU on January 1, 2023, had no impact on our financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures", which enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its financial statements. |
Property, Equipment, and Leaseh
Property, Equipment, and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Leasehold Improvements | Property, Equipment, and Leasehold Improvements Property, equipment, and leasehold improvements consist of the following (in thousands): December 31, 2023 December 31, 2022 Building and leasehold improvements 2,412 3,785 Furniture and equipment 1,659 3,094 Computer hardware and software 70,257 76,906 74,328 83,785 Less accumulated depreciation and amortization (64,604) (72,888) Property, equipment and leasehold improvements, net $ 9,724 $ 10,897 Depreciation and amortization expense was $5.2 million and $4.5 million for the years ended December 31, 2023 and 2022, respectively. The Company sold two buildings and related land in September of 2022, which resulted in a gain of $1.1 million. |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement As of December 31, 2023, $5.0 million was outstanding under the Credit Agreement (see below) and the Company had $17.5 million of additional borrowings available under this revolving loan commitment. As of December 31, 2022, $19.5 million was outstanding under the credit agreement with MUFG Union Bank, N.A. (the "MUFG Credit Agreement") . The Company’s annual interest rate at December 31, 2023 and 2022, was 8.1% and 5.6%, respectively. On October 27, 2023, the Company entered into a new credit agreement with Wells Fargo Bank, National Association (the “Credit Agreement”). The Credit Agreement includes a $25 million revolving loan commitment, subject to borrowing base limitations based on a percentage of applicable eligible receivables and contract assets, of which $5.0 million was advanced on the closing date. A portion of the revolving loan commitment of up to $2.5 million is available for the issuance of letters of credit. Subject to certain customary exceptions, the Company’s existing and future, direct or indirect, domestic subsidiaries will be jointly and severally obligated as borrowers or guarantors for the obligations under the Credit Agreement. The obligations of the Company under the Credit Agreement are secured by liens on substantially all of the assets of the Company and each of its existing subsidiaries (and subject to customary exceptions, will be secured by the assets of future subsidiaries). The Credit Agreement matures on October 27, 2026. A portion of the proceeds from the initial borrowing under the Credit Agreement were used by the Company, together with cash on hand, to repay the MUFG Credit Agreement, and to pay fees and expenses in connection with the Credit Agreement. As a result, all outstanding obligations of the Company under the MUFG Credit Agreement have been paid. The Company may, at its option, prepay borrowings under the Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the Credit Agreement are also subject to mandatory prepayment in the event that outstanding borrowings and letter of credit usage exceed the lesser of the aggregate revolving loan commitments and the borrowing base then in effect. The Company may also increase commitments under the Credit Agreement in an aggregate principal amount of up to $10 million by obtaining additional commitments from lenders, subject to obtaining commitments from any participating lenders and certain other conditions. Under the Credit Agreement, loans generally may bear interest based on term SOFR (the secured overnight financing right) or an annual base rate, as applicable, plus, in each case, an applicable margin based on the Company’s average borrowing availability each quarter under the Credit Agreement that may range between 2.50% per annum and 3.00% per annum, in the case of term SOFR loans and between 1.50% per annum and 2.00% per annum in the case of base rate loans. In addition, a commitment fee of 0.50% per annum based on unused availability of the credit facility is also payable. The Credit Agreement contains certain customary representations, warranties, and affirmative and negative covenants of the Company and its subsidiaries that restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence of indebtedness, creation of liens, making certain investments, mergers or consolidations, dispositions of assets, assignments, sales or transfers of equity in subsidiaries, repurchase or redemption of capital stock, entering into certain transactions with affiliates, or changing the nature of the Company’s business. The Credit Agreement also contains financial covenants, which require the Company to maintain a minimum amount of liquidity and a consolidated fixed charge coverage ratio of not less than 1.25 to 1.00, provided that the fixed charge coverage ratio is only applicable when borrowing availability falls below a certain threshold. The obligations under the Credit Agreement may be accelerated or the commitments terminated upon the occurrence of events of default under the Credit Agreement, which include payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to other material indebtedness, defaults arising in connection with changes in control, and other customary events of default. The Company was in compliance with all covenants as of December 31, 2023. The MUFG Credit Agreement was entered into on December 17, 2021 with MUFG Union Bank, N.A. The MUFG Credit Agreement originally included a $20 million term loan commitment and a $15 million revolving loan commitment. On March 13, 2023, the Company entered into a First Amendment to the MUFG Credit Agreement which, among other things, terminated the revolving loan commitment in full and established a new maturity date for the term loan of December 31, 2024. Under the MUFG Credit Agreement, after giving effect to the First Amendment, the term loan generally may bear interest based on term SOFR (the secured overnight financing right) or an annual base rate, as applicable, plus an applicable margin based on the Company’s leverage ratio each quarter that may range between 2.50% per annum and 4.00% per annum, in the case of term SOFR loans and between 1.50% per annum and 3.00% per annum in the case of base rate loans. The MUFG Credit Agreement after giving effect to the First Amendment, also contained financial covenants, which required the Company to maintain, as of the last day of each fiscal quarter commencing (a) as of September 30, 2023, a total leverage ratio of not greater than (i) 10.00 to 1.00, (b) as of December 31, 2023 and as of the last day of each fiscal quarter thereafter, (i) a total leverage ratio of not greater than 2.50 to 1.00, and (ii) a fixed charge coverage ratio of not less than 1.20 to 1.00 and (c) prior to the earlier December 31, 2023 and the date that the Company’s leverage ratio is not greater than 2.50 to 1.00 and its fixed charge coverage ratio is not less than 1.20 to 1.00, a minimum amount of unrestricted cash subject to a perfected security interest in favor of MUFG Union Bank more specifically set forth in the MUFG Credit Agreement. Since all outstanding borrowings under the MUFG Credit Agreement have been paid, there were no financial covenants required to be met. Outstanding debt obligations were as follows (in thousands): December 31, 2023 December 31, 2022 Term loan principal amount $ — $ 19,500 Less: unamortized debt issuance costs — (333) Term loan payable less unamortized debt issuance costs — 19,167 Less: current maturities — (983) Long-term term loan, net of current maturities $ — $ 18,184 Borrowings under revolving loan $ 5,000 $ — Long-term loan payable, net of current maturities $ 5,000 $ 18,184 Debt issuance costs represent loan and legal fees paid in connection with the issuance of long-term debt. Debt issuance costs associated with the Company’s secured revolving loan are deferred and amortized to interest expense over the term of the related loan using the straight-line method and are presented in assets on the Company’s consolidated balance sheet. For the term loan, debt issuance costs were deducted from current and long-term loan payable and amortized to interest expense under the effective interest method in accordance with key terms of the credit agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancelable operating lease agreements for office facilities and equipment with lease periods expiring between 2023 and 2028. Certain of these arrangements have free rent periods and/or escalating rent payment provisions. As such, the Company recognizes rent expense under such arrangements on a straight-line basis. Some leases include options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The 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 $0.9 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of operating lease liabilities included in operating cash flows were $0.9 million and $2.1 million for the years ended December 31, 2023 and 2022, respectively. Supplemental other information related to operating leases were as follows: 2023 2022 Weighted Average Remaining Lease Term 3.0 years 2.2 years Weighted Average Discount Rate 5.7 % 6.2 % The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in thousands): Year Ending December 31, Amount 2024 $ 273 2025 144 2026 66 2027 60 2028 51 Total undiscounted cash flows 594 Less imputed interest (49) Total $ 545 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Since August 15, 2012, the authorized common stock has been 500,000,000 shares and the authorized preferred stock has been 50,000,000 shares. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation (a) Stock Options The terms of the Performant Financial Corporation 2012 Stock Incentive Plan (2012 Plan) provide for the granting of incentive stock options within the meaning of Section 422 of the Internal Revenue Code (the Code) to employees and the granting of nonstatutory stock options, restricted stock, stock appreciation rights, stock unit awards and cash-based awards to employees, non-employee directors and consultants. The Company has reserved 14,550,000 shares of common stock under the Third Amended and Restated 2012 Stock Incentive Plan. Options granted under the 2012 Plan generally vest over four years. The exercise price of incentive stock options shall generally not be less than 100% of the fair market value of the common stock subject to the option on the date that the option is granted. The exercise price of nonqualified stock options shall generally not be less than 85% of the fair market value of the common stock subject to the option on the date that the option is granted. Options issued under the 2012 Plan have a maximum term of 10 years and vest over schedules determined by the Company's Board of Directors. Total stock-based compensation expense charged as salaries and benefits expense in the consolidated statements of operations was $3.9 million and $3.0 million for the years ended December 31, 2023 and 2022, respectively. The following table sets forth a summary of the Company's stock option activity for the years ended December 31, 2023 and 2022: Outstanding Weighted Weighted Aggregate Outstanding at January 1, 2022 1,593,101 $ 10.51 0.8 $ 7 Granted — — — — Forfeited (1,343,101) 10.55 — — Exercised — — — $ — Outstanding at December 31, 2022 250,000 $ 10.31 0.9 $ 20 Granted — — — — Forfeited/expired (178,000) 12.16 — — Exercised — — — — Outstanding December 31, 2023 72,000 $ 5.74 1.0 $ 14 Vested, exercisable, and expected to vest (1) at December 31, 2023 72,000 $ 5.74 1.0 $ 14 Exercisable at December 31, 2023 72,000 $ 5.74 1.0 $ 14 (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. There were no stock options granted during the years ended December 31, 2023 and December 31, 2022. The aggregate intrinsic value of our stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the years ended December 31, 2023 and 2022 was $0 for both years. At December 31, 2023 and 2022, there was no unrecognized stock-based compensation expense related to non-vested stock options. There were no net cash proceeds from the exercise of stock options during 2023 and 2022. If stock options had been granted during the years ended December 31, 2023 and December 31, 2022, the fair value of each option grant would have been estimated using the Black-Scholes-Merton option pricing model. Expected volatilities are calculated based on the historical volatility data of the Company over a term comparable to the expected term of the options issued. The expected term of the award is determined based on the average of the vesting term and the contractual term. Management monitors share option exercise and employee termination patterns to estimate forfeiture rates within the valuation model. (b) Restricted Stock Units The following table summarizes restricted stock unit activity for the years ended December 31, 2023 and 2022: Weighted average Number of grant date Awards fair value Outstanding at January 1, 2022 2,935,351 $ 2.85 Granted 2,412,906 2.66 Forfeited (270,674) 2.70 Vested and converted to shares (1,172,977) 2.49 Outstanding at December 31, 2022 3,904,606 $ 2.85 Granted 2,260,707 2.50 Forfeited (159,216) 3.29 Vested and converted to shares (1,415,352) 2.44 Units withheld for taxes (82,991) 2.26 Outstanding at December 31, 2023 4,507,754 $ 2.79 Expected to vest at December 31, 2023 3,966,824 $ 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 between one year and four years. Share-based compensation cost for restricted stock units (RSUs) is measured based on the closing fair market value of the Company's common stock on the date of grant. The Company recognizes share-based compensation cost over the award's requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Certain of the RSUs that vested in 2023 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 83,000 shares for 2023 and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. These net-share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company has a 401(k) Salary Deferral Plan (the Plan) covering all full-time employees who have met certain service requirements. Employees may contribute a portion of their salary up to the maximum limit established by the Code for such plans. Employer contributions are discretionary. No matching contributions were made during 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax (benefit) expense consists of the following (in thousands): December 31, 2023 December 31, 2022 Current: Federal $ (433) $ 163 State 93 4 (340) 167 Deferred: Federal $ — $ (15) State — (20) — (35) Total income statement (benefit) expense $ (340) $ 132 The reconciliation between the amount computed by applying the U.S. federal statutory rate of 21% for 2023 and 2022 to income before taxes and the Company's tax provision for 2023 and 2022 is as follows: For the Years Ended December 31, 2023 2022 Federal income at the statutory rate 21 % 21 % State income tax, net of federal benefit (1) — Permanent differences — (1) Work opportunity credit — 2 Return to provision true-up — 3 Stock-based compensation (3) (24) Valuation allowance (18) — Change in uncertain tax positions 2 (3) Interest received on tax refund 3 — Effective tax rate 4 % (2) % The following table summarized the components of the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022 (in thousands): 2023 2022 Deferred tax assets Vacation accrual $ 475 $ 542 Non qualified stock options 469 725 State tax deferral 135 137 State tax credits 8 79 Net operating loss 7,172 6,148 Interest expense limitation 3,199 2,968 Lease liability 148 610 Appeals reserve 152 289 Federal tax credits 167 145 Other 374 507 Total deferred tax assets 12,299 12,150 Valuation allowance $ (11,619) $ (9,404) Total deferred tax assets net of valuation allowance 680 2,746 Deferred tax liabilities: Fixed assets $ (65) $ (1,577) Right of use asset (144) (545) Other (471) (624) Total deferred tax liabilities (680) (2,746) Net deferred tax liabilities $ — $ — As of December 31, 2023, and 2022, the Company recorded a valuation allowance against deferred tax assets that are not more likely than not realizable based upon the assessment of all positive and negative evidence. The total amount of the valuation allowance at December 31, 2023 is $11.6 million, which is an increase of $2.2 million from the amount recorded as of December 31, 2022. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. Based upon the Company’s cumulative three-year loss position and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will be unable to realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could change in the near term if estimates of future taxable income during the carryforward period change. The Company has state tax credits of $8 thousand, which will begin to expire in 2024 and federal tax credits of $0.2 million. The Company has state net operating loss carryforwards of $54.9 million which will start to expire in 2024 and a federal net operating loss carryforward of $16.4 million which will be carried forward indefinitely. The following table reconciles the Company’s unrecognized tax benefits as of December 31, 2023 from its unrecognized tax benefits as of December 31, 2022 (in thousands): Unrecognized tax benefits balance at January 1, 2022 $ 397 Increase related to prior year tax positions 157 Increase related to current year tax positions 6 Lapse of statute of limitations (51) Unrecognized tax benefits balance at December 31, 2022 $ 509 Decrease related to prior year tax positions (157) Lapse of statute of limitations (31) Unrecognized tax benefits balance at December 31, 2023 $ 321 At December 31, 2023 and 2022, the Company had approximately $0.3 million and $0.5 million of unrecognized tax benefits, respectively. The Company released $0.2 million of unrecognized tax benefits after the Company received a tax authority final determination following the completion of an examination of the tax position. The Company records interest expense and penalties related to unrecognized tax benefits in income tax expense. The amount of accrued interest was $0.1 million and $0.1 million at December 31, 2023 and 2022, respectively. No penalties were recognized in 2023 or accrued at December 31, 2023, and 2022, respectively. The Company has unrecognized tax benefits of approximately $0.3 million which, if recognized, would favorably affect the Company’s effective income tax rate. The Company files income tax returns with the U.S. federal government and various state jurisdictions. The Company is subject to federal income tax examinations based upon statute of limitations for tax years 2019 forward. The Company operates in a number of state and local jurisdictions, most of which have never audited the Company's 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 2019, the Company is no longer subject to Federal and certain other state tax examinations. The Company is not currently under examination in any jurisdiction. |
Other Commitments and Contingen
Other Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments and Contingencies | Other Commitments and Contingencies (a) Trust Funds The Company collects payments from counterparties on behalf of certain of our COB clients, where our client is owed a refund because they are not the primary payer for a healthcare claim as the covered member has other forms of insurance coverage. These cash collections are held in trust in bank accounts controlled by the Company. The Company remits trust funds to the clients on a regular basis. The amount of cash held in trust and the related liability are separated from and not included in the Company’s consolidated financial statements. Cash held in trust for customers totaled $1.2 million and $1.7 million at December 31, 2023 and 2022, respectively. (b) Litigation The Company, during the ordinary course of its operations, has been named in various legal suits and claims, several of which are still pending. In the opinion of management and the Company’s legal counsel, such legal actions are not expected to have a material effect on the Company’s consolidated financial position or results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date these consolidated financial statements were issued and did not identify any events which require adjustments to the consolidated financial statements. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 2023 and 2022 Estimated allowance and liability for appeals and disputes (in thousands): Description Balance at Additions to (Reductions in) Appeals Reserve Appeals Found Balance at 2023 $ 1,106 548 (1,053) $ 601 2022 $ 1,190 1,296 (1,380) $ 1,106 Deferred tax asset valuation allowance (in thousands): Description Balance at Additions Releases Balance at 2023 $ 9,404 2,215 — $ 11,619 2022 $ 10,727 — 1,323 $ 9,404 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Performant Financial Corporation (the "Company", "we", or "our") supports healthcare payers in identifying, preventing, and recovering waste and improper payments by leveraging advanced technology, analytics and proprietary data assets. The Company works with leading national and regional healthcare payers to provide eligibility-based, also known as coordination-of-benefits (COB) services, as well as claims-based services, which includes the audit and identification of improperly paid claims. The Company is a leading provider of these services in both government and commercial healthcare markets. The Company also provides advanced reporting capabilities, support services, customer care, and stakeholder training programs designed to mitigate future instances of improper payments. 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. (PRI), dba Performant Healthcare Solutions, and Performant Technologies, LLC (PTL). Performant is a Delaware corporation headquartered in California and was formed in 2003. PBS is a Nevada corporation founded in 1997. PRI is a California corporation founded in 1976. PTL is a California limited liability company that was formed in 2004. 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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates entities in which it has a controlling financial interest, and as of December 31, 2023 and 2022 for the accompanying reporting periods, all of the Company’s subsidiaries are 100% owned. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements 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 revenues and expenses during the reporting periods and the reported amounts of assets and liabilities, primarily accounts receivable, contract assets, goodwill, right-of-use assets, contract liabilities, estimated liability for appeals and disputes, lease liabilities, other liabilities, provision for (benefit from) income taxes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Actual results may differ from amounts presently estimated. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are currently insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum of $250,000. The Company's credit loss exposure in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. The Company collects monies on behalf of certain clients. Cash is often held on behalf of the clients in various trust accounts and is subsequently remitted to the clients based on contractual agreements. Cash held in these trust accounts for contracting agencies is not included in the Company’s assets (Note 9(a)). |
Restricted Cash | Restricted Cash At December 31, 2023 and 2022, restricted cash included in current assets on our consolidated balance sheet was $0.1 million and $0.1 million, respectively, held in the form of certificates of deposit, which serve as collateral for letters of credit that were primarily associated with the recovery business. The Company’s restricted cash is held with high credit quality financial institutions and believes any amounts in excess of the FDIC limit to be at minimal risk. |
Property, Equipment, and Leasehold Improvements | Property, Equipment, and Leasehold Improvements Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation. Furniture and equipment are depreciated using the straight-line method over estimated useful lives ranging from 5 to 7 years. Buildings are depreciated using the straight-line method over 31.5 years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated life of the asset or the remaining term of the lease. Computer software and computer hardware are depreciated using the straight-line method over 3 years and 5 years, respectively. Maintenance and repairs are charged to expense as incurred. Improvements that extend the useful lives of assets are capitalized. When property is sold or retired, the cost and the related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss from the transaction is included in the consolidated statements of operations. |
Goodwill | Goodwill The carrying amount of goodwill was $47.4 million as of December 31, 2023 and 2022, both of which were net of accumulated impairment loss of $34.2 million. Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net assets of businesses acquired. Goodwill is reviewed for impairment annually in December, or more frequently if certain events or conditions arise during the year. There was no goodwill impairment for the years ended December 31, 2023 and 2022. 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 goodwill test, 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 including our market capitalization 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, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of the reporting unit, inclusive of goodwill. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of impairment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets 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. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
System Developments | System Developments The Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 350-40, Internal-Use Software |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent loan and legal fees paid in connection with the issuance of long-term debt. Debt issuance costs associated with the Company’s secured revolving loan are deferred and amortized to interest expense over the term of the related loan using the straight-line method and are presented in assets on the Company’s consolidated balance sheet. For the term loan, debt issuance costs were deducted from current and long-term loan payable and amortized to interest expense under the effective interest method in accordance with key terms of the credit agreement. |
Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals and Disputes | Revenues, Accounts Receivable, Contract Assets, Contract Liabilities, Estimated Liability for Appeals and Disputes The Company generally 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. • 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. Certain of the Company’s contracts contain more than one performance obligation and are delivered as of a point in time. The Company’s contracts are composed primarily of variable consideration. Fees earned under the Company’s 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. The Company may apply 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 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 one year. 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 our 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. The Company reviews the constraint on variable consideration quarterly. While the Company believes the estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the amount of variable consideration recognized. For healthcare claims audit contracts, the Company may recognize revenue upon delivering its findings from claims audits to its clients, when sufficient reliable information is available for estimating the variable consideration earned. For eligibility-based or COB contracts, the Company may recognize revenue upon delivering its findings to its clients' counterparties (insurance companies or other responsible parties that appear to have primary responsibility to pay the claims). For contracts that contain a refund right, the Company estimates its refund liability for each claim, as needed, 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. For customer care / outsourced services clients, the Company recognizes revenues based on the volume of processed transactions or the quantity of labor hours provided. |
Legal Expenses | Legal Expenses The Company recognizes legal fees related to litigation as they are incurred. |
Fair Value Measurements | Fair Value Measurements The Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used when required to measure assets or liabilities at fair value. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. • Level 1 uses quoted prices in active markets for identical assets or liabilities. • Level 2 uses quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 uses significant unobservable inputs, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At December 31, 2023 and 2022, the Company had no assets or liabilities subject to fair value measurements on a recurring basis. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying value of assets and liabilities for financial reporting purposes and taxation purposes. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The state and local tax jurisdictions in which the Company operates may change resulting in changes to the state tax rates and apportionment allocations used in calculating the tax rate applied to deferred income tax assets and liabilities. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest expense and penalties related to unrecognized tax benefits are recorded in income tax expense. |
Stock-based Compensation | Stock-based Compensation The Company accounts for its employee stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation – Stock Compensation . FASB ASC Topic 718 requires that all employee stock-based compensation is recognized as a cost in the consolidated financial statements and that for equity-classified awards, such cost is measured at the grant date fair value of the award. |
Loss per Share | Loss per Share For the years ended December 31, 2023 and 2022, basic loss per share is calculated by dividing net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares and dilutive common shares equivalents outstanding during the period. The Company’s common share equivalents consist of stock options, restricted stock units (RSUs), 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. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2020, the Financial Accounting Standards Board (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. The Company's adoption of this ASU on January 1, 2023, had no impact on our financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures", which enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents revenue disaggregated by category for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Eligibility-based $ 61,179 $ 53,284 Claims-based 45,265 41,382 Healthcare Total $ 106,444 $ 94,666 Recovery 33 241 Customer Care / Outsourced Services 7,266 14,277 Total Revenues $ 113,743 $ 109,184 |
Schedule of Details of Revenue by Major Customers | For the years ended December 31, 2023 and 2022, the Company had three and two different clients, respectively, with revenues that exceeded 10% of the Company’s total revenues. The dollar amount and percent of total revenue of each of the three clients are summarized in the table below (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Rank Revenue Percent of Rank Revenue Percent of 1 $49,902 44% 1 $58,155 53% 2 $15,718 14% 2 $12,004 11% 3 $11,867 10% |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables provide the carrying value and the estimated fair value of financial instruments that are not reported at fair value (in thousands): December 31, 2023 Carrying Level 1 Level 2 Level 3 Fair Value Assets: Cash and cash equivalents $ 7,252 $ 7,252 — — $ 7,252 Restricted cash 81 81 — — 81 Liabilities: Long term debt $ 5,000 — 0 5,000 — $ 5,000 December 31, 2022 Carrying Level 1 Level 2 Level 3 Fair Value Assets: Cash and cash equivalents $ 23,384 $ 23,384 — — $ 23,384 Restricted cash 81 81 — — 81 Liabilities: Long term debt $ 19,500 — $ 19,500 — $ 19,500 |
Schedule of Reconciliation of Basic to Diluted Weighted Average Shares Outstanding | The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Years Ended December 31, 2023 2022 Weighted average shares outstanding – basic 76,156 72,937 Dilutive effect of common share equivalents — — Weighted average shares outstanding – diluted 76,156 72,937 |
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): Years Ended December 31, 2023 2022 Options to purchase common stock 72 250 RSUs 4,508 3,905 Total 4,580 4,155 |
Property, Equipment, and Leas_2
Property, Equipment, and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Leasehold Improvements | Property, equipment, and leasehold improvements consist of the following (in thousands): December 31, 2023 December 31, 2022 Building and leasehold improvements 2,412 3,785 Furniture and equipment 1,659 3,094 Computer hardware and software 70,257 76,906 74,328 83,785 Less accumulated depreciation and amortization (64,604) (72,888) Property, equipment and leasehold improvements, net $ 9,724 $ 10,897 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | Outstanding debt obligations were as follows (in thousands): December 31, 2023 December 31, 2022 Term loan principal amount $ — $ 19,500 Less: unamortized debt issuance costs — (333) Term loan payable less unamortized debt issuance costs — 19,167 Less: current maturities — (983) Long-term term loan, net of current maturities $ — $ 18,184 Borrowings under revolving loan $ 5,000 $ — Long-term loan payable, net of current maturities $ 5,000 $ 18,184 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | Supplemental other information related to operating leases were as follows: 2023 2022 Weighted Average Remaining Lease Term 3.0 years 2.2 years Weighted Average Discount Rate 5.7 % 6.2 % |
Schedule of Maturities of Lease Liabilities | The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in thousands): Year Ending December 31, Amount 2024 $ 273 2025 144 2026 66 2027 60 2028 51 Total undiscounted cash flows 594 Less imputed interest (49) Total $ 545 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022: Outstanding Weighted Weighted Aggregate Outstanding at January 1, 2022 1,593,101 $ 10.51 0.8 $ 7 Granted — — — — Forfeited (1,343,101) 10.55 — — Exercised — — — $ — Outstanding at December 31, 2022 250,000 $ 10.31 0.9 $ 20 Granted — — — — Forfeited/expired (178,000) 12.16 — — Exercised — — — — Outstanding December 31, 2023 72,000 $ 5.74 1.0 $ 14 Vested, exercisable, and expected to vest (1) at December 31, 2023 72,000 $ 5.74 1.0 $ 14 Exercisable at December 31, 2023 72,000 $ 5.74 1.0 $ 14 (1) Options expected to vest reflect an estimated forfeiture rate. |
Schedule of Restricted Stock Units Award Activity | The following table summarizes restricted stock unit activity for the years ended December 31, 2023 and 2022: Weighted average Number of grant date Awards fair value Outstanding at January 1, 2022 2,935,351 $ 2.85 Granted 2,412,906 2.66 Forfeited (270,674) 2.70 Vested and converted to shares (1,172,977) 2.49 Outstanding at December 31, 2022 3,904,606 $ 2.85 Granted 2,260,707 2.50 Forfeited (159,216) 3.29 Vested and converted to shares (1,415,352) 2.44 Units withheld for taxes (82,991) 2.26 Outstanding at December 31, 2023 4,507,754 $ 2.79 Expected to vest at December 31, 2023 3,966,824 $ 2.79 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | The Company’s income tax (benefit) expense consists of the following (in thousands): December 31, 2023 December 31, 2022 Current: Federal $ (433) $ 163 State 93 4 (340) 167 Deferred: Federal $ — $ (15) State — (20) — (35) Total income statement (benefit) expense $ (340) $ 132 |
Schedule of Reconciliation of Federal Statutory Income Tax Expense to Actual Income Tax Expense | The reconciliation between the amount computed by applying the U.S. federal statutory rate of 21% for 2023 and 2022 to income before taxes and the Company's tax provision for 2023 and 2022 is as follows: For the Years Ended December 31, 2023 2022 Federal income at the statutory rate 21 % 21 % State income tax, net of federal benefit (1) — Permanent differences — (1) Work opportunity credit — 2 Return to provision true-up — 3 Stock-based compensation (3) (24) Valuation allowance (18) — Change in uncertain tax positions 2 (3) Interest received on tax refund 3 — Effective tax rate 4 % (2) % |
Schedule of Components of Deferred Tax Assets and Liabilities | The following table summarized the components of the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022 (in thousands): 2023 2022 Deferred tax assets Vacation accrual $ 475 $ 542 Non qualified stock options 469 725 State tax deferral 135 137 State tax credits 8 79 Net operating loss 7,172 6,148 Interest expense limitation 3,199 2,968 Lease liability 148 610 Appeals reserve 152 289 Federal tax credits 167 145 Other 374 507 Total deferred tax assets 12,299 12,150 Valuation allowance $ (11,619) $ (9,404) Total deferred tax assets net of valuation allowance 680 2,746 Deferred tax liabilities: Fixed assets $ (65) $ (1,577) Right of use asset (144) (545) Other (471) (624) Total deferred tax liabilities (680) (2,746) Net deferred tax liabilities $ — $ — |
Schedule of Unrecognized Tax Benefits | The following table reconciles the Company’s unrecognized tax benefits as of December 31, 2023 from its unrecognized tax benefits as of December 31, 2022 (in thousands): Unrecognized tax benefits balance at January 1, 2022 $ 397 Increase related to prior year tax positions 157 Increase related to current year tax positions 6 Lapse of statute of limitations (51) Unrecognized tax benefits balance at December 31, 2022 $ 509 Decrease related to prior year tax positions (157) Lapse of statute of limitations (31) Unrecognized tax benefits balance at December 31, 2023 $ 321 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) reporting_unit segment | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of segments | segment | 1 | |
Restricted cash included in current assets | $ 81 | $ 81 |
Goodwill | 47,372 | 47,372 |
Accumulated impairment loss | $ 34,200 | 34,200 |
Number of reporting units | reporting_unit | 1 | |
Capitalized internal use software | $ 3,400 | 2,300 |
Capitalized internal use software, amortization expense | 4,300 | 3,400 |
Allowance for doubtful accounts | 0 | 0 |
Contract assets | 10,900 | 11,500 |
Contract liabilities | 493 | 438 |
Estimated liability for appeals and disputes | 601 | 1,106 |
Prepaid expenses and other current assets | 3,651 | 3,665 |
Prepaid software licenses and maintenance agreements | 1,800 | 1,500 |
Prepaid insurance | 1,300 | 1,800 |
Other prepaid expense, current | 400 | |
Other current liabilities | 2,385 | 2,252 |
Accrued liabilities, current | $ 2,100 | 1,800 |
Premium insurance financing payables | $ 500 | |
Furniture Fixtures and Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property | 5 years | |
Furniture Fixtures and Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property | 7 years | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property | 31 years 6 months | |
Computer Hardware and Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property | 3 years | |
Computer Hardware and Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property | 5 years | |
Top Three Customers | Accounts Receivable | Customer Concentration Risk | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk (as a percent) | 68% | |
Customer 1 | Accounts Receivable | Customer Concentration Risk | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk (as a percent) | 33% | 47% |
Customer 2 | Accounts Receivable | Customer Concentration Risk | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk (as a percent) | 20% | |
Customer 3 | Accounts Receivable | Customer Concentration Risk | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk (as a percent) | 15% | |
Top Two Customers | Accounts Receivable | Customer Concentration Risk | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk (as a percent) | 47% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregated Revenue by Category (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 113,743 | $ 109,184 |
Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 106,444 | 94,666 |
Eligibility-based | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 61,179 | 53,284 |
Claims-based | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 45,265 | 41,382 |
Recovery | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 33 | 241 |
Customer Care / Outsourced Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 7,266 | $ 14,277 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Details of Revenue by Major Customers (Details) - Customer Concentration Risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer 1 | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 49,902 | $ 58,155 |
Customer 1 | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Percent of total revenue | 44% | 53% |
Customer 2 | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 15,718 | $ 12,004 |
Customer 2 | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Percent of total revenue | 14% | 11% |
Customer 3 | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 11,867 | |
Customer 3 | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Percent of total revenue | 10% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Carrying | $ 7,252 | $ 23,384 |
Restricted cash, Carrying | 81 | 81 |
Long term debt, Carrying | 5,000 | 18,184 |
Long term debt, Carrying | 0 | 19,500 |
Cash and cash equivalents, Fair Value | 7,252 | 23,384 |
Restricted cash, Fair Value | 81 | 81 |
Long-term debt, Fair Value | 5,000 | 19,500 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Fair Value | 7,252 | 23,384 |
Restricted cash, Fair Value | 81 | 81 |
Long-term debt, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Fair Value | 0 | 0 |
Restricted cash, Fair Value | 0 | 0 |
Long-term debt, Fair Value | 5,000 | 19,500 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Fair Value | 0 | 0 |
Restricted cash, Fair Value | 0 | 0 |
Long-term debt, Fair Value | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Weighted average shares outstanding – basic (in shares) | 76,156 | 72,937 |
Dilutive effect of common share equivalents (in shares) | 0 | 0 |
Weighted average shares outstanding – diluted (in shares) | 76,156 | 72,937 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Anti-Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,580 | 4,155 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 72 | 250 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,508 | 3,905 |
Property, Equipment, and Leas_3
Property, Equipment, and Leasehold Improvements - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 74,328 | $ 83,785 |
Less accumulated depreciation and amortization | (64,604) | (72,888) |
Property, equipment and leasehold improvements, net | 9,724 | 10,897 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 2,412 | 3,785 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 1,659 | 3,094 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 70,257 | $ 76,906 |
Property, Equipment, and Leas_4
Property, Equipment, and Leasehold Improvements - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) building | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense of property, equipment and leasehold improvements | $ 5,200 | $ 4,500 | |
Number of buildings sold | building | 2 | ||
Gain on sale of land and buildings | $ 1,100 | $ 0 | $ 1,120 |
Credit Agreement - Narrative (D
Credit Agreement - Narrative (Details) | 12 Months Ended | ||||
Oct. 27, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 30, 2023 | Dec. 31, 2022 USD ($) | Dec. 17, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Term loan principal amount | $ 0 | $ 19,500,000 | |||
MUFG Union Bank, N.A. | Ratio As Of September 30, 2023 | |||||
Line of Credit Facility [Line Items] | |||||
Total leverage ratio | 10 | ||||
MUFG Union Bank, N.A. | Ratio As Of December 30, 2023 | |||||
Line of Credit Facility [Line Items] | |||||
Fixed charge coverage ratio | 1.20 | ||||
Total leverage ratio | 2.50 | ||||
MUFG Union Bank, N.A. | Prior To Earlier Of December 31, 2023 | |||||
Line of Credit Facility [Line Items] | |||||
Fixed charge coverage ratio | 1.20 | ||||
Total leverage ratio | 2.50 | ||||
MUFG Union Bank, N.A. | Minimum | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.50% | ||||
MUFG Union Bank, N.A. | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
MUFG Union Bank, N.A. | Maximum | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4% | ||||
MUFG Union Bank, N.A. | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3% | ||||
The Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding long-term line of credit | $ 5,000,000 | ||||
Term loan principal amount | $ 19,500,000 | ||||
Debt instrument, interest rate (as a percent) | 8.10% | 5.60% | |||
The Credit Agreement | Wells Fargo Bank | |||||
Line of Credit Facility [Line Items] | |||||
Term loan principal amount | $ 5,000,000 | ||||
Maximum borrowing capacity under credit facility | 25,000,000 | ||||
Letters of credit | 2,500,000 | ||||
Aggregate principal amount | $ 10,000,000 | ||||
Unused commitment fee percentage | 0.50% | ||||
Fixed charge coverage ratio | 1.25 | ||||
The Credit Agreement | Wells Fargo Bank | Minimum | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.50% | ||||
The Credit Agreement | Wells Fargo Bank | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
The Credit Agreement | Wells Fargo Bank | Maximum | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3% | ||||
The Credit Agreement | Wells Fargo Bank | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2% | ||||
Revolving Loan Commitment | |||||
Line of Credit Facility [Line Items] | |||||
Additional borrowings | $ 17,500,000 | ||||
Revolving Loan Commitment | MUFG Union Bank, N.A. | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity under credit facility | $ 15,000,000 | ||||
Term Loan | MUFG Union Bank, N.A. | |||||
Line of Credit Facility [Line Items] | |||||
Term loan principal amount | $ 20,000,000 |
Credit Agreement - Outstanding
Credit Agreement - Outstanding Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Term loan principal amount | $ 0 | $ 19,500 |
Less: unamortized debt issuance costs | 0 | (333) |
Term loan payable less unamortized debt issuance costs | 0 | 19,167 |
Less: current maturities | 0 | (983) |
Long-term term loan, net of current maturities | 0 | 18,184 |
Borrowings under revolving loan | 5,000 | 0 |
Long-term loan payable, net of current maturities | $ 5,000 | $ 18,184 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expenses | $ 0.9 | $ 1.9 |
Cash paid for amounts included in the measurement of operating lease liabilities included in operating cash flows | $ 0.9 | $ 2.1 |
Leases - Components of Lease Te
Leases - Components of Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term (in years) | 3 years | 2 years 2 months 12 days |
Weighted Average Discount Rate (as a percent) | 5.70% | 6.20% |
Leases - Future Minimum Rental
Leases - Future Minimum Rental Commitments under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2024 | $ 273 |
2025 | 144 |
2026 | 66 |
2027 | 60 |
2028 | 51 |
Total undiscounted cash flows | 594 |
Less imputed interest | (49) |
Total | $ 545 |
Capital Stock (Details)
Capital Stock (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 15, 2012 |
Equity [Abstract] | |||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Convertible preferred stock authorized (in shares) | 50,000,000 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,900,000 | $ 3,000,000 |
Granted (in shares) | 0 | 0 |
Aggregate intrinsic value of stock options exercised | $ 0 | $ 0 |
Proceeds from exercise of warrants | $ 0 | $ 0 |
Nonqualified Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price of stock options relative to common stock fair market value (as a percent) | 85% | |
Share-based Payment Arrangement, Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
Exercise price of stock options relative to common stock fair market value (as a percent) | 100% | |
Estimated life of stock options | 10 years | |
Granted (in shares) | 0 | 0 |
Share-based Payment Arrangement, Option | 2012 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock available for future issuance (in shares) | 14,550,000 | |
Share-based Payment Arrangement, Option | 2012 Stock Incentive Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
Restricted Stock and Performance Stock Units | 2012 Stock Incentive Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 1 year | |
Restricted Stock and Performance Stock Units | 2012 Stock Incentive Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares paid for tax withholding (in shares) | 83,000 | |
Compensation expense that has yet to be recognized | $ 9,500,000 | $ 8,400,000 |
Remaining weighted average vesting period (in years) | 2 years 9 months 18 days | |
Number of units vested (in shares) | 1,498,000 | 1,173,000 |
RSUs | 2012 Stock Incentive Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 1 year | |
RSUs | 2012 Stock Incentive Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding Options | |||
Outstanding at beginning of period (in shares) | 250,000 | 1,593,101 | |
Granted (in shares) | 0 | 0 | |
Forfeited/expired (in shares) | (178,000) | (1,343,101) | |
Exercised (in shares) | 0 | 0 | |
Outstanding at end of period (in shares) | 72,000 | 250,000 | 1,593,101 |
Vested, exercisable, and expected to vest (in shares) | 72,000 | ||
Exercisable (in shares) | 72,000 | ||
Weighted average exercise price per share | |||
Outstanding at beginning of period (USD per share) | $ 10.31 | $ 10.51 | |
Granted (USD per share) | 0 | 0 | |
Forfeited/expired (USD per share) | 12.16 | 10.55 | |
Exercised (USD per share) | 0 | 0 | |
Outstanding at end of period (USD per share) | 5.74 | $ 10.31 | $ 10.51 |
Vested, exercisable, and expected to vest (USD per share) | 5.74 | ||
Exercisable (USD per share) | $ 5.74 | ||
Weighted average remaining contractual life (Years) | |||
Outstanding (in years) | 1 year | 10 months 24 days | 9 months 18 days |
Vested, exercisable, and expected to vest (in years) | 1 year | ||
Exercisable (in years) | 1 year | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 14,000 | $ 20,000 | $ 7,000 |
Forfeited | 0 | 0 | |
Exercised | 0 | $ 0 | |
Vested, exercisable, and expected to vest | 14,000 | ||
Exercisable | $ 14,000 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Awards | ||
Expected to vest (in shares) | 72,000 | |
RSUs | ||
Number of Awards | ||
Balance at beginning of period (in shares) | 3,904,606 | 2,935,351 |
Granted (in shares) | 2,260,707 | 2,412,906 |
Forfeited (in shares) | (159,216) | (270,674) |
Vested and converted to shares (in shares) | (1,415,352) | (1,172,977) |
Units withheld for taxes (in shares) | (82,991) | |
Balance at end of period (in shares) | 4,507,754 | 3,904,606 |
Expected to vest (in shares) | 3,966,824 | |
Weighted average grant date fair value | ||
Balance at beginning of period (USD per share) | $ 2.85 | $ 2.85 |
Granted (USD per share) | 2.50 | 2.66 |
Forfeited (USD per share) | 3.29 | 2.70 |
Vested and converted to shares (USD per share) | 2.44 | 2.49 |
Units withheld for taxes (USD per share) | 2.26 | |
Balance at end of period (USD per share) | 2.79 | $ 2.85 |
Expected to vest (USD per share) | $ 2.79 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employer contribution amount | $ 0 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ (433) | $ 163 |
State | 93 | 4 |
Current, total | (340) | 167 |
Deferred: | ||
Federal | 0 | (15) |
State | 0 | (20) |
Deferred income taxes | 0 | (35) |
Total income statement (benefit) expense | $ (340) | $ 132 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Expense to Actual Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income at the statutory rate | 21% | 21% |
State income tax, net of federal benefit | (1.00%) | 0% |
Permanent differences | 0% | (1.00%) |
Work opportunity credit | 0% | 2% |
Return to provision true-up | 0% | 3% |
Stock-based compensation | (3.00%) | (24.00%) |
Valuation allowance | (18.00%) | 0% |
Change in uncertain tax positions | 2% | (3.00%) |
Interest received on tax refund | 3% | 0% |
Total income tax expense, percentage | 4% | (2.00%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Vacation accrual | $ 475 | $ 542 |
Non qualified stock options | 469 | 725 |
State tax deferral | 135 | 137 |
State tax credits | 8 | 79 |
Net operating loss | 7,172 | 6,148 |
Interest expense limitation | 3,199 | 2,968 |
Lease liability | 148 | 610 |
Appeals reserve | 152 | 289 |
Federal tax credits | 167 | 145 |
Other | 374 | 507 |
Total deferred tax assets | 12,299 | 12,150 |
Valuation allowance | (11,619) | (9,404) |
Total deferred tax assets net of valuation allowance | 680 | 2,746 |
Deferred tax liabilities: | ||
Fixed assets | (65) | (1,577) |
Right of use asset | (144) | (545) |
Other | (471) | (624) |
Total deferred tax liabilities | (680) | (2,746) |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Valuation allowance | $ 11,619,000 | $ 9,404,000 | |
Increase in valuation allowance | 2,200,000 | ||
Tax credits | 8,000 | 79,000 | |
Unrecognized tax benefits | 321,000 | 509,000 | $ 397,000 |
Unrecognized tax benefit to expire during next twelve months | 200,000 | ||
Accrued interest | 100,000 | 100,000 | |
Tax penalties expense | 0 | 0 | |
Income tax examination, penalties accrued | 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | 300,000 | ||
State | |||
Income Tax [Line Items] | |||
Tax credits | 8,000 | ||
Net operating loss carryforwards | 54,900,000 | ||
Federal | |||
Income Tax [Line Items] | |||
Tax credits | 200,000 | ||
Net operating loss carryforwards | $ 16,400,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period of unrecognized tax benefits | $ 509 | $ 397 |
Increase related to prior year tax positions | 157 | |
Increase related to current year tax positions | 6 | |
Lapse of statute of limitations | (31) | (51) |
Decrease related to prior year tax positions | (157) | |
Balance at end of period of unrecognized tax benefits | $ 321 | $ 509 |
Other Commitments and Conting_2
Other Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Restricted cash | $ 1.2 | $ 1.7 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Estimated allowance and liability for appeals | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 1,106 | $ 1,190 |
Additions to (Reductions in) Appeals Reserve | 548 | 1,296 |
Appeals Found in Providers Favor | (1,053) | (1,380) |
Balance at End of Period | 601 | 1,106 |
Deferred tax asset valuation allowance | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 9,404 | 10,727 |
Additions to (Reductions in) Appeals Reserve | 2,215 | 0 |
Releases | 0 | 1,323 |
Balance at End of Period | $ 11,619 | $ 9,404 |