Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 16, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36841 | |
Entity Registrant Name | Inovalon Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1830316 | |
Entity Address, Address Line One | 4321 Collington Road, | |
Entity Address, City or Town | Bowie, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20716 | |
City Area Code | 301 | |
Local Phone Number | 809-4000 | |
Title of 12(b) Security | Class A Common Stock, $0.000005 par value per share | |
Trading Symbol | INOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001619954 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Class A Common | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 77,812,168 | |
Class B Common | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 78,081,076 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 128,630 | $ 123,880 |
Accounts receivable (net of allowances of $2,502 at March 31, 2021 and $2,700 at December 31, 2020) | 144,764 | 148,003 |
Prepaid expenses and other current assets | 29,977 | 26,529 |
Income tax receivable | 26,847 | 24,664 |
Total current assets | 330,218 | 323,076 |
Non-current assets: | ||
Property, equipment and capitalized software, net | 173,283 | 168,113 |
Operating lease right-of-use assets | 34,279 | 35,355 |
Goodwill | 955,881 | 955,881 |
Intangible assets, net | 440,275 | 452,558 |
Other assets | 32,060 | 36,415 |
Total assets | 1,965,996 | 1,971,398 |
Current liabilities: | ||
Accounts payable and accrued expenses | 47,484 | 52,998 |
Accrued compensation | 26,743 | 40,860 |
Other current liabilities | 42,178 | 39,835 |
Deferred revenue | 15,517 | 10,854 |
Credit facilities | 9,800 | 9,800 |
Operating lease liabilities | 6,547 | 5,968 |
Finance lease liabilities | 4,021 | 3,963 |
Total current liabilities | 152,290 | 164,278 |
Non-current liabilities: | ||
Credit facilities, less current portion | 876,241 | 877,574 |
Operating lease liabilities, less current portion | 40,209 | 40,807 |
Finance lease liabilities, less current portion | 24,582 | 25,759 |
Other liabilities | 40,152 | 54,350 |
Deferred income taxes | 102,801 | 99,916 |
Total liabilities | 1,236,275 | 1,262,684 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, zero shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in-capital | 657,852 | 655,444 |
Retained earnings | 310,046 | 300,890 |
Treasury stock, at cost, 14,620,175 shares at March 31, 2021 and December 31, 2020, respectively | (199,817) | (199,817) |
Other comprehensive loss | (38,361) | (47,804) |
Total stockholders’ equity | 729,721 | 708,714 |
Total liabilities and stockholders’ equity | 1,965,996 | 1,971,398 |
Class A Common | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Class B Common | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowances | $ 2,502 | $ 2,700 |
Common stock, par value (in dollars per share) | $ 0.000005 | $ 0.000005 |
Common stock, authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 14,620,175 | 14,620,175 |
Class A Common | ||
Common stock, par value (in dollars per share) | $ 0.000005 | $ 0.000005 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 92,242,152 | 91,617,450 |
Common stock, outstanding (in shares) | 77,621,977 | 76,997,275 |
Class B Common | ||
Common stock, par value (in dollars per share) | $ 0.000005 | $ 0.000005 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 78,331,591 | 78,331,591 |
Common stock, outstanding (in shares) | 78,331,591 | 78,331,591 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenue | $ 177,176 | $ 154,187 | |
Expenses: | |||
Cost of revenue | [1] | 44,397 | 41,043 |
Sales and marketing | [1] | 19,474 | 15,159 |
Research and development | [1] | 8,519 | 7,104 |
General and administrative | [1] | 53,025 | 53,883 |
Depreciation and amortization | 28,431 | 27,934 | |
Total operating expenses | 153,846 | 145,123 | |
Income from operations | 23,330 | 9,064 | |
Other income and (expenses): | |||
Interest income | 46 | 290 | |
Interest expense | (13,128) | (14,560) | |
Other expense, net | (2) | (22) | |
Income (Loss) before taxes | 10,246 | (5,228) | |
Provision for (Benefit from) income taxes | 1,090 | (3,545) | |
Net income (loss) | 9,156 | (1,683) | |
Net income (loss) attributable to common stockholders, basic and diluted | $ 8,910 | $ (1,683) | |
Net income (loss) per share attributable to common stockholders, basic and diluted: | |||
Basic net income (loss) per share (in dollars per share) | $ 0.06 | $ (0.01) | |
Diluted net income (loss) per share (in dollars per share) | $ 0.06 | $ (0.01) | |
Weighted average shares of common stock outstanding: | |||
Basic (in shares) | 150,302 | 149,183 | |
Diluted (in shares) | 150,454 | 149,183 | |
[1] | (1) Includes stock-based compensation expense as follows: Cost of revenue $ 221 $ 165 Sales and marketing 938 620 Research and development 320 453 General and administrative 4,184 6,018 Total stock-based compensation expense $ 5,663 $ 7,256 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Includes stock-based compensation expense as follows: | ||
Total stock-based compensation expense | $ 5,663 | $ 7,256 |
Cost of revenue | ||
Includes stock-based compensation expense as follows: | ||
Total stock-based compensation expense | 221 | 165 |
Sales and marketing | ||
Includes stock-based compensation expense as follows: | ||
Total stock-based compensation expense | 938 | 620 |
Research and development | ||
Includes stock-based compensation expense as follows: | ||
Total stock-based compensation expense | 320 | 453 |
General and administrative | ||
Includes stock-based compensation expense as follows: | ||
Total stock-based compensation expense | $ 4,184 | $ 6,018 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 9,156 | $ (1,683) |
Other comprehensive income (loss): | ||
Realized losses on cash flow hedges reclassified from accumulated other comprehensive income, net of tax of $(1,501) and $(681), respectively | 3,178 | 1,446 |
Net change in unrealized gains (losses) on cash flow hedges, net of tax of $(2,950) and $12,069, respectively | 6,265 | (25,646) |
Comprehensive income (loss) | $ 18,599 | $ (25,883) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Realized losses on cash flow hedges reclassified from accumulated other comprehensive income, tax | $ (1,501) | $ (681) |
Net change in unrealized (losses) gains on cash flow hedges, tax | $ (2,950) | $ 12,069 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common StockClass A Common | Common StockClass B Common | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentRetained Earnings |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment to retained earnings for adoption of ASC 326 | $ 688,159 | $ 1 | $ 0 | $ (199,817) | $ 636,461 | $ 278,246 | $ (26,732) | $ 65 | $ 65 |
Beginning balance (in shares) at Dec. 31, 2019 | 90,327,728 | 79,369,411 | (14,620,175) | ||||||
Beginning balance at Dec. 31, 2019 | 688,159 | $ 1 | $ 0 | $ (199,817) | 636,461 | 278,246 | (26,732) | 65 | 65 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation expense | 7,164 | 7,164 | |||||||
Exercise of stock options (in shares) | 23,183 | ||||||||
Exercise of stock options | 183 | 183 | |||||||
Conversion Class B to Class A common stock (in shares) | 98,550 | (98,550) | |||||||
Issuance of shares related to restricted stock units and awards, net of forfeitures (in shares) | 574,082 | ||||||||
Shares withheld for employee taxes upon conversion of restricted stock (in shares) | (148,071) | ||||||||
Shares withheld for employee taxes upon conversion of restricted stock | (2,947) | (2,947) | |||||||
Other comprehensive income (loss) | (24,200) | (24,200) | |||||||
Adjustment to retained earnings for adoption of ASC 326 | 666,741 | $ 1 | $ 0 | $ (199,817) | 640,861 | 276,628 | (50,932) | $ 65 | $ 65 |
Net income (loss) | (1,683) | (1,683) | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 90,875,472 | 79,270,861 | (14,620,175) | ||||||
Ending balance at Mar. 31, 2020 | 666,741 | $ 1 | $ 0 | $ (199,817) | 640,861 | 276,628 | (50,932) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment to retained earnings for adoption of ASC 326 | 666,741 | 1 | 0 | (199,817) | 640,861 | 276,628 | (50,932) | ||
Adjustment to retained earnings for adoption of ASC 326 | 708,714 | $ 1 | $ 0 | $ (199,817) | 655,444 | 300,890 | (47,804) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 91,617,450 | 78,331,591 | (14,620,175) | ||||||
Beginning balance at Dec. 31, 2020 | 708,714 | $ 1 | $ 0 | $ (199,817) | 655,444 | 300,890 | (47,804) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation expense | 5,533 | 5,533 | |||||||
Exercise of stock options (in shares) | 165,311 | ||||||||
Exercise of stock options | 1,110 | 1,110 | |||||||
Conversion Class B to Class A common stock (in shares) | |||||||||
Issuance of shares related to restricted stock units and awards, net of forfeitures (in shares) | 619,090 | ||||||||
Shares withheld for employee taxes upon conversion of restricted stock (in shares) | (159,699) | ||||||||
Shares withheld for employee taxes upon conversion of restricted stock | (4,235) | (4,235) | |||||||
Other comprehensive income (loss) | 9,443 | 9,443 | |||||||
Adjustment to retained earnings for adoption of ASC 326 | 708,714 | $ 1 | $ 0 | $ (199,817) | 657,852 | 310,046 | (38,361) | ||
Net income (loss) | 9,156 | 9,156 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 92,242,152 | 78,331,591 | (14,620,175) | ||||||
Ending balance at Mar. 31, 2021 | 729,721 | $ 1 | $ 0 | $ (199,817) | 657,852 | 310,046 | (38,361) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment to retained earnings for adoption of ASC 326 | $ 729,721 | $ 1 | $ 0 | $ (199,817) | $ 657,852 | $ 310,046 | $ (38,361) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 9,156 | $ (1,683) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 5,663 | 7,256 |
Depreciation | 15,019 | 14,980 |
Amortization of intangibles | 13,412 | 12,954 |
Amortization of debt issuance costs and debt discount | 1,217 | 1,151 |
Deferred income taxes | (1,568) | (181) |
Change in fair value of acquisition-related contingent consideration | 0 | 109 |
Other | (171) | (295) |
Changes in assets and liabilities: | ||
Accounts receivable | 3,928 | 1,614 |
Prepaid expenses and other current assets | (3,798) | 635 |
Income taxes receivable | (2,183) | (3,624) |
Other assets | 3,020 | (862) |
Accounts payable and accrued expenses | (3,257) | (2,844) |
Accrued compensation | (15,668) | (15,558) |
Other current and non-current liabilities | 1,909 | (2,996) |
Deferred revenue | 5,757 | 3,443 |
Net cash provided by operating activities | 32,436 | 14,099 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,448) | (5,533) |
Investment in capitalized software | (13,988) | (10,940) |
Purchase of intangible assets | (2,556) | 0 |
Net cash used in investing activities | (20,992) | (16,473) |
Cash flows from financing activities: | ||
Proceeds from credit facility borrowings | 0 | 99,000 |
Repayment of credit facility borrowings | (2,450) | (2,450) |
Payments for debt issuance costs | 0 | (1,000) |
Proceeds from exercise of stock options | 1,110 | 183 |
Finance lease liabilities paid | (1,119) | (631) |
Tax payments for equity award issuances | (4,235) | (2,947) |
Net cash (used in) provided by financing activities | (6,694) | 92,155 |
Increase in cash and cash equivalents | 4,750 | 89,781 |
Cash and cash equivalents, beginning of period | 123,880 | 93,094 |
Cash and cash equivalents, end of period | 128,630 | 182,875 |
Supplemental cash flow disclosure: | ||
Income taxes paid, net | 1,489 | 357 |
Interest paid | 10,390 | 13,092 |
Non-cash transactions: | ||
Accruals for purchases of property and equipment | 7,050 | 1,606 |
Accruals for investment in capitalized software | 9,103 | 1,440 |
Accruals for purchase of intangible assets | $ 1,125 | $ 10,819 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared by Inovalon Holdings, Inc. (“Inovalon” or the “Company”) in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2020 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2021, the results of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the three-month periods ended March 31, 2021 and 2020. The results of operations for the three-month periods ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenue and expenses reported during the period. Actual results could differ from estimates. The information contained herein should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). The accompanying unaudited consolidated financial statements include the accounts of Inovalon and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. Recently Issued Accounting Standards There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and note disclosures, from those disclosed in the 2020 Form 10-K, that would be expected to impact the Company. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company primarily derives its revenues through the sale or subscription licensing of its platform solutions and services. The following table disaggregates revenue by offering (in thousands): Three Months Ended 2021 2020 Platform solutions (1) $ 161,619 $ 140,617 Services (2) 15,557 13,570 Total revenue $ 177,176 $ 154,187 ______________________________________ (1) Platform solutions include arrangements for technology-based offerings representing subscription-based cloud-based platform offerings, real-time accessibility of comprehensive patient-specific healthcare data and analytical insights through Inovalon DataStream™, and legacy platform solutions that are not cloud-based and not billed under a subscription-based contract structure. (2) Services include advisory, implementation, and support services under time and materials, fixed price, or retainer-based contracts. Contract Balances As of March 31, 2021, the Company had contract assets of $73.1 million of which $55.3 million was included in accounts receivable, $6.8 million was included in prepaid expenses and other current assets, and $11.0 million was included in other assets on the consolidated balance sheets. As of December 31, 2020, the Company had contract assets of $63.0 million of which $40.2 million was included in accounts receivable, $7.6 million was included in prepaid expenses and other current assets, and $15.2 million was included in other assets on the consolidated balance sheets. As of March 31, 2021, the Company had contract liabilities of $30.3 million, which is included in deferred revenue on the consolidated balance sheet and presented net of contracts assets of $14.8 million. As of December 31, 2020, the Company had contract liabilities of $22.3 million, which is included in deferred revenue on the consolidated balance sheet and presented net of contracts assets of $11.4 million. Revenue recognized during the three months ended March 31, 2021 that was included in the deferred revenue balance at the beginning of the year was $10.1 million. Costs to Obtain a Contract |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Holders of all outstanding classes of common stock participate ratably in earnings on an identical per share basis as if all shares were a single class. Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of shares of common stock (Class A common stock and Class B common stock) outstanding during the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. If the Company incurs a loss from continuing operations, diluted EPS is computed in the same manner as basic EPS. Potentially dilutive securities include stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive to EPS. On February 18, 2015, the date of the completion of the Company’s IPO, the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) became effective. The 2015 Plan provided for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s employees and any parent and subsidiary employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSAs, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors, and consultants and to employees, directors, and consultants of certain affiliated entities. At the Company’s annual meeting of stockholders held on June 5, 2019, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the Amended and Restated 2015 Omnibus Incentive Plan (the “Amended Plan”), which was previously adopted by the Board on February 14, 2019, subject to the approval by the stockholders. The Amended Plan (i) increases the maximum number of shares of the Company’s Class A common stock available for issuance by 6,000,000 shares to a total of 13,335,430; (ii) removes the provisions regarding Section 162(m) of the Code that are no longer relevant due to recent changes to the Code pursuant to the Tax Cuts and Jobs Act of 2017, which eliminated the “performance-based compensation” exception to the deduction limitation under Section 162(m) of the Code; and (iii) extends the term of the Amended Plan until the tenth anniversary of the date of Board approval of the Amended Plan. The Company has issued RSAs under the Amended Plan. The Company considers issued and unvested RSAs to be participating securities as the holders of these RSAs have a non-forfeitable right to dividends in the event of the Company’s declaration of a dividend on shares of Class A and Class B common stock. Subsequent to the issuance of the participating securities, the Company applied the two-class method required in calculating net income (loss) per share of Class A and Class B common stock. Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income (loss), less earnings attributable to participating securities. The net income (loss) per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the period has been distributed. As the liquidation and dividend rights are identical for both classes of common stock, the net income (loss) attributable to common stockholders is allocated on a proportionate basis. If the Company incurs a loss from continuing operations, losses are not allocated to participating securities. The following table reconciles the weighted average shares outstanding for basic and diluted EPS for the periods indicated (in thousands, except per share amounts): Three Months Ended 2021 2020 Basic Numerator: Net income (loss) $ 9,156 $ (1,683) Undistributed earnings allocated to participating securities (246) — Net income (loss) attributable to common stockholders—basic $ 8,910 $ (1,683) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders—basic 150,302 149,183 Net income (loss) per share attributable to common stockholders—basic $ 0.06 $ (0.01) Diluted Numerator: Net income (loss) attributable to common stockholders—diluted $ 8,910 $ (1,683) Denominator: Number of shares used for basic EPS computation 150,302 149,183 Effect of dilutive securities 152 — Weighted average shares used in computing net income (loss) per share attributable to common stockholders—diluted 150,454 149,183 Net income (loss) per share attributable to common stockholders—diluted $ 0.06 $ (0.01) |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company determines whether a contract is or contains a lease at inception. At the lease commencement date, the Company records a liability for the lease obligation and a corresponding asset representing the right to use the underlying asset over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are recognized in expense using a straight-line basis for all asset classes. Variable lease payments are expensed as incurred, which primarily include maintenance costs, services provided by the lessor, and other charges reimbursed to the lessor. The Company leases office space, data center facilities, printers, and equipment with remaining lease terms ranging from one year to twelve years, some of which contain renewal or purchase options. The exercise of these options is at the Company’s sole discretion. The Company has entered into sublease agreements for unoccupied leased office space and records sublease income netted against rent expense. Additionally, the Company is required to maintain a standby letter of credit in the amount of $1.0 million to satisfy the requirements of a certain lease agreement. Certain of the Company’s leases contain lease and non-lease components. The Company has elected the practical expedient under ASC 842-10-15-37 for all asset classes which allows companies to account for lease and non-lease components as a single lease component. Certain Company leases do not contain an implicit rate of return, therefore an incremental borrowing rate was determined. The Company assessed which rate would be most reflective of a reasonable rate the Company would be able to borrow based on asset class and lease term. Finance lease right-of-use assets of $22.2 million are included in property, equipment, and capitalized software, net on the consolidated balance sheet. The following table presents components of lease expense for the three months ended March 31, 2021 and March 31, 2020 (in thousands): Three Months Ended 2021 2020 Finance lease cost Amortization of right-of-use assets $ 937 $ 492 Interest on lease liabilities 219 107 Operating lease cost 2,214 2,718 Variable lease cost 348 403 Sublease income (213) (131) Total lease cost $ 3,505 $ 3,589 Supplemental cash flow information related to leases for the three months ended March 31, 2021 and March 31, 2020 are as follows (in thousands): Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,649 $ 2,492 Operating cash flows for financing leases 221 107 Financing cash flows for financing leases 1,119 631 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 584 $ — Supplemental balance sheet information related to leases as of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, Weighted average remaining lease term: Operating leases 4 years 4 years Financing leases 8 years 8 years Weighted average discount rate: Operating leases 4.1 % 4.1 % Financing leases 3.0 % 3.0 % |
LEASES | LEASES The Company determines whether a contract is or contains a lease at inception. At the lease commencement date, the Company records a liability for the lease obligation and a corresponding asset representing the right to use the underlying asset over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are recognized in expense using a straight-line basis for all asset classes. Variable lease payments are expensed as incurred, which primarily include maintenance costs, services provided by the lessor, and other charges reimbursed to the lessor. The Company leases office space, data center facilities, printers, and equipment with remaining lease terms ranging from one year to twelve years, some of which contain renewal or purchase options. The exercise of these options is at the Company’s sole discretion. The Company has entered into sublease agreements for unoccupied leased office space and records sublease income netted against rent expense. Additionally, the Company is required to maintain a standby letter of credit in the amount of $1.0 million to satisfy the requirements of a certain lease agreement. Certain of the Company’s leases contain lease and non-lease components. The Company has elected the practical expedient under ASC 842-10-15-37 for all asset classes which allows companies to account for lease and non-lease components as a single lease component. Certain Company leases do not contain an implicit rate of return, therefore an incremental borrowing rate was determined. The Company assessed which rate would be most reflective of a reasonable rate the Company would be able to borrow based on asset class and lease term. Finance lease right-of-use assets of $22.2 million are included in property, equipment, and capitalized software, net on the consolidated balance sheet. The following table presents components of lease expense for the three months ended March 31, 2021 and March 31, 2020 (in thousands): Three Months Ended 2021 2020 Finance lease cost Amortization of right-of-use assets $ 937 $ 492 Interest on lease liabilities 219 107 Operating lease cost 2,214 2,718 Variable lease cost 348 403 Sublease income (213) (131) Total lease cost $ 3,505 $ 3,589 Supplemental cash flow information related to leases for the three months ended March 31, 2021 and March 31, 2020 are as follows (in thousands): Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,649 $ 2,492 Operating cash flows for financing leases 221 107 Financing cash flows for financing leases 1,119 631 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 584 $ — Supplemental balance sheet information related to leases as of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, Weighted average remaining lease term: Operating leases 4 years 4 years Financing leases 8 years 8 years Weighted average discount rate: Operating leases 4.1 % 4.1 % Financing leases 3.0 % 3.0 % |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT On April 2, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) with a group of lenders and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent, providing for (i) a term loan B facility with the Company as borrower in a total principal amount of $980.0 million (the “2018 Term Facility”); and (ii) a revolving credit facility with the Company as borrower in a total principal amount of up to $100.0 million (the “2018 Revolving Facility” and, together with the 2018 Term Facility, the “2018 Credit Facilities”). The 2018 Revolving Facility will terminate on April 2, 2023 and the 2018 Term Facility will mature on April 2, 2025. As of March 31, 2021, the Company had $100.0 million available to it consisting of $99.0 million on the 2018 Revolving Facility and a letter of credit of $1.0 million. On February 11, 2020, the Company executed an amendment to the 2018 Credit Agreement to reprice the applicable interest rate margins on the 2018 Credit Facilities, resulting in a decrease to the applicable interest rate margin by 50 basis points to 3.00%. During the first quarter of 2021, the Company achieved a defined senior secured net leverage ratio which resulted in an additional 25 basis point reduction to the applicable interest rate margin to 2.75%. Other material provisions under the 2018 Credit Agreement, including covenants, the maturity date of April 2, 2025, with respect to the 2018 Term Facility, and April 2, 2023, with respect to the 2018 Revolving Facility, and amount of debt available to the Company, remained unchanged by the repricing amendment. At the option of the Company, the loans outstanding under the 2018 Term Facility will bear interest either at: (i) Adjusted LIBOR plus an applicable rate of 2.75% or (ii) the Alternate Base Rate (“ABR”) plus an applicable margin. The Company may elect interest periods of one, two, three or six months for Adjusted LIBOR borrowings. As set forth in the 2018 Credit Agreement, the ABR is the higher of: (i) the rate that MSSF as administrative agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (ii) the Federal Funds Effective Rate plus ½ of 1.0% and (iii) one-month Adjusted LIBOR plus 1.0%. The following table discloses the outstanding debt at each balance date as follows (in thousands): March 31, December 31, 2018 Term Facility (1) $ 886,041 $ 887,374 Less: current portion 9,800 9,800 Non-current Credit Facilities $ 876,241 $ 877,574 ______________________________________ (1) The 2018 Term Facility is presented net of unamortized deferred financing fees and original issue discount (“OID”) of $19.5 million and $20.6 million as of March 31, 2021 and December 31, 2020, respectively. The Company and its Restricted Subsidiaries (as defined in the 2018 Credit Agreement) are subject to certain affirmative and negative covenants under the 2018 Credit Agreement, and the 2018 Credit Agreement includes certain customary representations and warranties of the Company. As of March 31, 2021, the Company is in compliance with the covenants under the 2018 Credit Agreement. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 42,097 $ — $ — $ 42,097 Other current liabilities: Interest rate swaps — (18,659) — (18,659) Contingent consideration — — (14,810) (14,810) Other liabilities: Interest rate swaps — (37,812) — (37,812) Contingent consideration — — (1,373) (1,373) Total $ 42,097 $ (56,471) $ (16,183) $ (30,557) The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 42,096 $ — $ — $ 42,096 Other current liabilities: Interest rate swaps — (18,694) — (18,694) Contingent consideration — — (14,810) (14,810) Other liabilities: Interest rate swaps — (51,659) — (51,659) Contingent consideration — — (1,373) (1,373) Total $ 42,096 $ (70,353) $ (16,183) $ (44,440) The Company determines the fair value of its security holdings based on pricing from its pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from prevailing market interest rates and discount rates to present value future cash flows based on the forward LIBOR yield curves. Such market rates or prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted rates or prices that are observable either directly or indirectly (Level 2 inputs). The Company performs procedures to ensure that appropriate fair values are recorded such as comparing rates or prices obtained from other sources. The following table presents financial instruments measured at fair value using unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using March 31, December 31, Balance, beginning of period $ (16,183) $ (16,790) Fair value adjustment (recognized in general and administrative expenses) — (2,967) Accretion expense (recognized in general and administrative expenses) — (109) Settlement of liability — 3,683 Total $ (16,183) $ (16,183) 2018 Credit Facilities The Company records debt on the balance sheet at carrying value. The estimated fair value of the Company’s debt is determined based on Level 2 inputs including current market rates for similar types of borrowings. The following table presents the carrying value and fair value of the Company’s debt (including the current portion thereof) as of March 31, 2021 (in thousands): March 31, Carrying value $ 886,041 Fair value $ 877,180 Interest Rate Swaps In connection with the 2018 Credit Agreement, the Company entered into four interest rate swaps during the second quarter of 2018, each of which mature in March 2025, to mitigate the risk of a rise in interest rates. These interest rate swaps mitigate the exposure on the variable component of interest on the Company’s 2018 Credit Facility. The interest rate swaps fix the LIBOR component of interest on $700.0 million of the 2018 Term Facility at a weighted average rate of approximately 2.8%. See “Note 5—Debt” for additional information. These interest rate swaps are designated as cash flow hedges and are deemed highly effective under ASC 815, Derivatives and Hedging. The interest rate swaps are recorded on the balance sheet at fair value as either assets or liabilities and any changes to the fair value are recorded through accumulated other comprehensive income (loss) and reclassified into interest expense in the same period in which the hedged transaction is recognized in earnings. Cash flows from interest rate swaps are reported in the same category as the cash flows from the items being hedged. The following table presents the location and amount of gains and losses on interest rate swaps included in other comprehensive income (“OCI”) and the statement of operations for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 Gain (Loss) recognized in OCI Statement of Operations Location (Gain) Loss reclassified from OCI Interest rate swap contract $ 9,215 Interest expense $ 4,679 Three Months Ended March 31, 2020 Gain (Loss) recognized in OCI Statement of Operations Location (Gain) Loss reclassified from OCI Interest rate swap contract $ (37,715) Interest expense $ 2,127 The net amount of accumulated other comprehensive loss expected to be reclassified to interest expense in the next 12 months is $18.8 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings —From time to time the Company is involved in various litigation matters arising out of the normal course of business. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. The Company’s management does not presently expect any litigation matters to have a material adverse impact on the consolidated financial statements of the Company. There have been no significant or material developments to current legal proceedings, including the estimated effects on the Company’s consolidated financial statements and note disclosures, subsequent to the disclosure previously provided in Note 11 of the Notes to the Consolidated Financial Statements in the 2020 Form 10-K. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared by Inovalon Holdings, Inc. (“Inovalon” or the “Company”) in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2020 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2021, the results of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the three-month periods ended March 31, 2021 and 2020. The results of operations for the three-month periods ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenue and expenses reported during the period. Actual results could differ from estimates. The information contained herein should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). The accompanying unaudited consolidated financial statements include the accounts of Inovalon and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Issued Accounting Standards There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and note disclosures, from those disclosed in the 2020 Form 10-K, that would be expected to impact the Company. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by offering (in thousands): Three Months Ended 2021 2020 Platform solutions (1) $ 161,619 $ 140,617 Services (2) 15,557 13,570 Total revenue $ 177,176 $ 154,187 ______________________________________ (1) Platform solutions include arrangements for technology-based offerings representing subscription-based cloud-based platform offerings, real-time accessibility of comprehensive patient-specific healthcare data and analytical insights through Inovalon DataStream™, and legacy platform solutions that are not cloud-based and not billed under a subscription-based contract structure. (2) Services include advisory, implementation, and support services under time and materials, fixed price, or retainer-based contracts. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Numerators and Denominators of The Basic and Diluted EPS | The following table reconciles the weighted average shares outstanding for basic and diluted EPS for the periods indicated (in thousands, except per share amounts): Three Months Ended 2021 2020 Basic Numerator: Net income (loss) $ 9,156 $ (1,683) Undistributed earnings allocated to participating securities (246) — Net income (loss) attributable to common stockholders—basic $ 8,910 $ (1,683) Denominator: Weighted average shares used in computing net income (loss) per share attributable to common stockholders—basic 150,302 149,183 Net income (loss) per share attributable to common stockholders—basic $ 0.06 $ (0.01) Diluted Numerator: Net income (loss) attributable to common stockholders—diluted $ 8,910 $ (1,683) Denominator: Number of shares used for basic EPS computation 150,302 149,183 Effect of dilutive securities 152 — Weighted average shares used in computing net income (loss) per share attributable to common stockholders—diluted 150,454 149,183 Net income (loss) per share attributable to common stockholders—diluted $ 0.06 $ (0.01) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table presents components of lease expense for the three months ended March 31, 2021 and March 31, 2020 (in thousands): Three Months Ended 2021 2020 Finance lease cost Amortization of right-of-use assets $ 937 $ 492 Interest on lease liabilities 219 107 Operating lease cost 2,214 2,718 Variable lease cost 348 403 Sublease income (213) (131) Total lease cost $ 3,505 $ 3,589 Supplemental cash flow information related to leases for the three months ended March 31, 2021 and March 31, 2020 are as follows (in thousands): Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,649 $ 2,492 Operating cash flows for financing leases 221 107 Financing cash flows for financing leases 1,119 631 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 584 $ — Supplemental balance sheet information related to leases as of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, Weighted average remaining lease term: Operating leases 4 years 4 years Financing leases 8 years 8 years Weighted average discount rate: Operating leases 4.1 % 4.1 % Financing leases 3.0 % 3.0 % |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | The following table discloses the outstanding debt at each balance date as follows (in thousands): March 31, December 31, 2018 Term Facility (1) $ 886,041 $ 887,374 Less: current portion 9,800 9,800 Non-current Credit Facilities $ 876,241 $ 877,574 ______________________________________ |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy For Financial Assets and Liabilities Measured at Fair Value On A Recurring Basis | The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 42,097 $ — $ — $ 42,097 Other current liabilities: Interest rate swaps — (18,659) — (18,659) Contingent consideration — — (14,810) (14,810) Other liabilities: Interest rate swaps — (37,812) — (37,812) Contingent consideration — — (1,373) (1,373) Total $ 42,097 $ (56,471) $ (16,183) $ (30,557) The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 42,096 $ — $ — $ 42,096 Other current liabilities: Interest rate swaps — (18,694) — (18,694) Contingent consideration — — (14,810) (14,810) Other liabilities: Interest rate swaps — (51,659) — (51,659) Contingent consideration — — (1,373) (1,373) Total $ 42,096 $ (70,353) $ (16,183) $ (44,440) |
Schedule of Financial Instruments Measured At Fair Value Using Unobservable Inputs (Level 3) | The following table presents financial instruments measured at fair value using unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using March 31, December 31, Balance, beginning of period $ (16,183) $ (16,790) Fair value adjustment (recognized in general and administrative expenses) — (2,967) Accretion expense (recognized in general and administrative expenses) — (109) Settlement of liability — 3,683 Total $ (16,183) $ (16,183) |
Fair Value, by Balance Sheet Grouping | The following table presents the carrying value and fair value of the Company’s debt (including the current portion thereof) as of March 31, 2021 (in thousands): March 31, Carrying value $ 886,041 Fair value $ 877,180 |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents the location and amount of gains and losses on interest rate swaps included in other comprehensive income (“OCI”) and the statement of operations for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 Gain (Loss) recognized in OCI Statement of Operations Location (Gain) Loss reclassified from OCI Interest rate swap contract $ 9,215 Interest expense $ 4,679 Three Months Ended March 31, 2020 Gain (Loss) recognized in OCI Statement of Operations Location (Gain) Loss reclassified from OCI Interest rate swap contract $ (37,715) Interest expense $ 2,127 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 177,176 | $ 154,187 |
Platform Solutions | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 161,619 | 140,617 |
Services | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 15,557 | $ 13,570 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred contract asset | $ 73.1 | $ 63 |
Deferred revenue | 30.3 | 22.3 |
Contract with customer, assets, net | 14.8 | 11.4 |
Deferred revenue, revenue recognized | 10.1 | |
Deferred commissions | 19.9 | 18.9 |
Accounts receivable | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred contract asset | 55.3 | 40.2 |
Prepaid expenses and other current assets | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred contract asset | 6.8 | 7.6 |
Other assets | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred contract asset | $ 11 | $ 15.2 |
NET INCOME (LOSS) PER SHARE - N
NET INCOME (LOSS) PER SHARE - Narrative (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 05, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, authorized (in shares) | 900,000,000 | 900,000,000 | |
Class A Common | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Additional shares authorized (in shares) | 6,000,000 | ||
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 | 13,335,430 |
NET INCOME (LOSS) PER SHARE - R
NET INCOME (LOSS) PER SHARE - Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic | ||
Net income (loss) | $ 9,156 | $ (1,683) |
Undistributed earnings allocated to participating securities | (246) | 0 |
Net income (loss) attributable to common stockholders—basic | $ 8,910 | $ (1,683) |
Weighted average shares used in computing net income (loss) per share attributable to common stockholders - basic (in shares) | 150,302 | 149,183 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.06 | $ (0.01) |
Diluted | ||
Net income (loss) attributable to common stockholders—diluted | $ 8,910 | $ (1,683) |
Effect of dilutive securities (in shares) | 152 | 0 |
Weighted average shares used in computing net income (loss) per share attributable to common stockholders - diluted (in shares) | 150,454 | 149,183 |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.06 | $ (0.01) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Finance lease, right-of-use asset | $ 22,200,000 |
Secured Debt | Morgan Stanley Senior Funding, Inc. | |
Lessee, Lease, Description [Line Items] | |
Face amount | 100,000,000 |
Secured Debt | Line of Credit | Morgan Stanley Senior Funding, Inc. | |
Lessee, Lease, Description [Line Items] | |
Face amount | $ 1,000,000 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 12 years |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Amortization of right-of-use assets | $ 937 | $ 492 |
Interest on lease liabilities | 219 | 107 |
Operating lease cost | 2,214 | 2,718 |
Variable lease cost | 348 | 403 |
Sublease income | (213) | (131) |
Total lease cost | $ 3,505 | $ 3,589 |
LEASES - Other Information Rela
LEASES - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 1,649 | $ 2,492 | |
Operating cash flows for financing leases | 221 | 107 | |
Financing cash flows for financing leases | 1,119 | 631 | |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | $ 584 | $ 0 | |
Weighted average remaining lease term, operating lease | 4 years | 4 years | |
Weighted average remaining lease term, financing lease | 8 years | 8 years | |
Weighted average discount rate, operating leases | 4.10% | 4.10% | |
Weighted average discount rate, financing leases | 3.00% | 3.00% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Feb. 11, 2020 | Mar. 31, 2021 | Apr. 02, 2018 |
Line of Credit | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.75% | ||
Line of Credit | Adjusted LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Line of Credit | Federal Funds Effective Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Secured Debt | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate, increase (decrease) | 0.50% | 0.25% | |
Interest rate, stated percentage | 3.00% | 2.75% | |
Morgan Stanley Senior Funding, Inc. | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | $ 100,000,000 | ||
Morgan Stanley Senior Funding, Inc. | Secured Debt | Line of Credit | |||
Debt Instrument [Line Items] | |||
Face amount | 1,000,000 | ||
Morgan Stanley Senior Funding, Inc. | Secured Debt | 2018 Term Facility | |||
Debt Instrument [Line Items] | |||
Face amount | $ 980,000,000 | ||
Morgan Stanley Senior Funding, Inc. | Secured Debt | 2018 Revolving Facility | |||
Debt Instrument [Line Items] | |||
Face amount | 99,000,000 | ||
Morgan Stanley Senior Funding, Inc. | Secured Debt | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Face amount | $ 1,000,000 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Less: current portion | $ 9,800 | $ 9,800 |
Non-current Credit Facilities | 876,241 | 877,574 |
Morgan Stanley Senior Funding, Inc. | 2018 Term Facility | ||
Line of Credit Facility [Line Items] | ||
2018 Term Facility | 886,041 | 887,374 |
Unamortized loan commitment and origination fees and unamortized discounts or premiums | $ 19,500 | $ 20,600 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities / Other Current Liabilities: | ||
Total | $ (30,557) | $ (44,440) |
Money market funds | ||
Cash equivalents: | ||
Money market funds | 42,097 | 42,096 |
Level 1 | ||
Liabilities / Other Current Liabilities: | ||
Total | 42,097 | 42,096 |
Level 1 | Money market funds | ||
Cash equivalents: | ||
Money market funds | 42,097 | 42,096 |
Level 2 | ||
Liabilities / Other Current Liabilities: | ||
Total | (56,471) | (70,353) |
Level 2 | Money market funds | ||
Cash equivalents: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Liabilities / Other Current Liabilities: | ||
Total | (16,183) | (16,183) |
Level 3 | Money market funds | ||
Cash equivalents: | ||
Money market funds | 0 | 0 |
Other current liabilities | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | (14,810) | (14,810) |
Other current liabilities | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | (18,659) | (18,694) |
Other current liabilities | Level 1 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | 0 | 0 |
Other current liabilities | Level 1 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | 0 | 0 |
Other current liabilities | Level 2 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | 0 | 0 |
Other current liabilities | Level 2 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | (18,659) | (18,694) |
Other current liabilities | Level 3 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | (14,810) | (14,810) |
Other current liabilities | Level 3 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | 0 | 0 |
Other liabilities | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | (1,373) | (1,373) |
Other liabilities | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | (37,812) | (51,659) |
Other liabilities | Level 1 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | 0 | 0 |
Other liabilities | Level 1 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | 0 | 0 |
Other liabilities | Level 2 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | 0 | 0 |
Other liabilities | Level 2 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | (37,812) | (51,659) |
Other liabilities | Level 3 | Contingent consideration | ||
Liabilities / Other Current Liabilities: | ||
Contingent consideration | (1,373) | (1,373) |
Other liabilities | Level 3 | Interest rate swaps | ||
Liabilities / Other Current Liabilities: | ||
Interest rate swaps | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Unobs
FAIR VALUE MEASUREMENTS - Unobservable Inputs (Level 3) (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements Using Unobservable Inputs (Level 3) | ||
Balance, beginning of period | $ (16,183) | $ (16,790) |
Fair value adjustment (recognized in general and administrative expenses) | 0 | (2,967) |
Accretion expense (recognized in general and administrative expenses) | 0 | (109) |
Settlement of liability | 0 | 3,683 |
Total | $ (16,183) | $ (16,183) |
FAIR VALUE MEASUREMENTS - Debt
FAIR VALUE MEASUREMENTS - Debt (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Carrying value | $ 886,041 |
Fair value | $ 877,180 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) | Jun. 30, 2018swap |
Derivatives, Fair Value [Line Items] | ||
Net amount of accumulated other comprehensive loss expected to be reclassified to interest expense | $ 18.8 | |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate derivatives held | swap | 4 | |
Amount of hedged item | $ 700 | |
Derivative, fixed interest rate | 2.80% |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value of Interest Rate Swaps (Details) - Interest rate swap contract - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Liability [Abstract] | ||
Gain (Loss) recognized in OCI | $ 9,215 | $ (37,715) |
(Gain) Loss reclassified from OCI | $ 4,679 | $ 2,127 |
Uncategorized Items - inov-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |