Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 24, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38993 | ||
Entity Registrant Name | HEALTH CATALYST, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3337483 | ||
Entity Address, Address Line One | 3165 Millrock Drive #400 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84121 | ||
City Area Code | 801 | ||
Local Phone Number | 708-6800 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | HCAT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 37,256,504 | ||
Entity Central Index Key | 0001636422 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Part III incorporates information by reference from the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the Registrant’s 2020 Annual Meeting of Stockholders. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 18,032 | $ 28,431 | |
Short-term investments | 210,245 | 4,761 | |
Accounts receivable, net | 27,570 | 27,696 | |
Deferred costs | [1] | 937 | 649 |
Prepaid expenses and other assets | 7,455 | 5,321 | |
Total current assets | 264,239 | 66,858 | |
Property and equipment, net | 4,295 | 4,676 | |
Intangible assets, net | 25,535 | 28,304 | |
Operating lease right-of-use assets | 3,787 | 6,344 | |
Other assets | 810 | 1,099 | |
Goodwill | 3,694 | 3,694 | |
Total assets | 302,360 | 110,975 | |
Current liabilities: | |||
Accounts payable | 3,622 | 1,812 | |
Accrued liabilities | 8,944 | 9,203 | |
Acquisition-related consideration payable | [1] | 2,192 | 2,172 |
Deferred revenue | [1] | 30,653 | 24,755 |
Operating lease liabilities | 2,806 | 2,577 | |
Current portion of long-term debt | 0 | 1,287 | |
Total current liabilities | 48,217 | 41,806 | |
Long-term debt, net of current portion | 48,200 | 18,814 | |
Acquisition-related consideration payable, net of current portion | [1] | 1,860 | 3,770 |
Deferred revenue, net of current portion | 1,459 | 7,280 | |
Operating lease liabilities, net of current portion | 1,654 | 4,228 | |
Other liabilities | 326 | 0 | |
Total liabilities | 101,716 | 75,898 | |
Redeemable convertible preferred stock, $0.001 par value; no shares and 45,427,441 shares authorized as of December 31, 2019 and 2018, respectively; no shares and 22,713,694 shares issued and outstanding as of December 31, 2019 and 2018, respectively; aggregated liquidation preference of $306,192 as of December 31, 2018 | 0 | 409,845 | |
Stockholders’ equity (deficit): | |||
Common stock, $0.001 par value; 500,000,000 and 72,565,312 shares authorized as of December 31, 2019 and 2018, respectively; 36,678,854 and 4,779,356 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 37 | 5 | |
Additional paid-in capital | 811,049 | 0 | |
Accumulated deficit | (610,514) | (374,772) | |
Accumulated other comprehensive income (loss) | 72 | (1) | |
Total stockholders’ equity (deficit) | 200,644 | (374,768) | |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 302,360 | $ 110,975 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 45,427,441 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 22,713,694 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 22,713,694 |
Redeemable convertible preferred stock, aggregated liquidation preference | $ 306,192 | |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 72,565,312 |
Common stock, shares issued (in shares) | 36,678,854 | 4,779,356 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenue: | ||||
Revenue | [1] | $ 154,941 | $ 112,574 | $ 73,081 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 75,345 | 59,852 | 43,642 |
Operating expenses: | ||||
Sales and marketing | [1] | 47,284 | 44,123 | 25,920 |
Research and development | [1] | 46,252 | 38,592 | 28,470 |
General and administrative | [1] | 31,713 | 22,690 | 14,697 |
Depreciation and amortization | [1] | 9,212 | 7,412 | 5,892 |
Total operating expenses | [1] | 134,461 | 112,817 | 74,979 |
Loss from operations | (54,865) | (60,095) | (45,540) | |
Loss on extinguishment of debt | (1,670) | 0 | 0 | |
Interest and other expense, net | (3,419) | (2,024) | (1,469) | |
Loss before income taxes | (59,954) | (62,119) | (47,009) | |
Income tax provision (benefit) | 142 | (135) | 26 | |
Net loss | (60,096) | (61,984) | (47,035) | |
Less: accretion of redeemable convertible preferred stock | 180,826 | 52,037 | 11,745 | |
Net loss attributable to common stockholders | $ (240,922) | $ (114,021) | $ (58,780) | |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (12.86) | $ (23.76) | $ (12.13) | |
Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted | 18,741,119 | 4,798,363 | 4,846,511 | |
Technology | ||||
Revenue: | ||||
Revenue | [1] | $ 83,975 | $ 57,224 | $ 31,693 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 27,797 | 19,429 | 11,610 |
Professional services | ||||
Revenue: | ||||
Revenue | [1] | 70,966 | 55,350 | 41,388 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | $ 47,548 | $ 40,423 | $ 32,032 |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net Loss | $ (60,096) | $ (61,984) | $ (47,035) |
Other comprehensive gain (loss): | |||
Change in unrealized gain (loss) on investments | 75 | 11 | 17 |
Change in foreign currency translation adjustment | (2) | 0 | 0 |
Comprehensive loss | $ (60,023) | $ (61,973) | $ (47,018) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Common stock warrants | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | IPO | IPOCommon Stock | IPOAdditional Paid-In Capital |
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2016 | 19,985,139 | ||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2016 | $ 286,037 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 (in shares) | 1,124,632 | ||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 | $ 23,787 | ||||||||
Accretion of redeemable convertible preferred stock | $ 11,745 | $ (5,695) | $ 6,050 | ||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2017 | 21,109,771 | ||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2017 | $ 321,569 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2016 | 4,840,810 | ||||||||
Stockholders' equity (deficit), beginning balance at Dec. 31, 2016 | (206,407) | $ 5 | 0 | (206,383) | $ (29) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 13,031 | ||||||||
Exercise of stock options | 76 | 76 | |||||||
Stock-based compensation | 4,223 | 4,223 | |||||||
Common stock warrants | $ 1,396 | ||||||||
Net Loss | (47,035) | (47,035) | |||||||
Other comprehensive gain | 17 | 17 | |||||||
Common stock, ending balance (in shares) at Dec. 31, 2017 | 4,853,841 | ||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2017 | $ (259,475) | $ 5 | 0 | (259,468) | (12) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 (in shares) | 1,603,923 | ||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 | $ 36,239 | ||||||||
Accretion of redeemable convertible preferred stock | $ 52,037 | 1,283 | 53,320 | ||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2018 | 22,713,694 | ||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2018 | $ 409,845 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Repurchase of common stock (in shares) | (798,372) | ||||||||
Repurchase of common stock | $ (8,712) | $ (1) | (8,711) | ||||||
Exercise of stock options (in shares) | 723,902 | 723,887 | |||||||
Exercise of stock options | $ 3,045 | $ 1 | 3,044 | ||||||
Stock-based compensation | 4,198 | 4,198 | |||||||
Common stock warrants | $ 186 | ||||||||
Net Loss | (61,984) | (61,984) | |||||||
Other comprehensive gain | 11 | 11 | |||||||
Common stock, ending balance (in shares) at Dec. 31, 2018 | 4,779,356 | ||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2018 | $ (374,768) | $ 5 | 0 | (374,772) | (1) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 373,292 | ||||||||
Common stock, ending balance (in shares) at Mar. 31, 2019 | 36,731,632 | ||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 22,713,694 | ||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2018 | $ 409,845 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 (in shares) | 437,787 | ||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $13 | $ 12,073 | ||||||||
Accretion of redeemable convertible preferred stock | $ 180,826 | 5,180 | 175,646 | ||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2019 | $ 0 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2018 | 4,779,356 | ||||||||
Stockholders' equity (deficit), beginning balance at Dec. 31, 2018 | (374,768) | $ 5 | 0 | (374,772) | (1) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of new stock (in shares) | 189,959 | 8,050,000 | |||||||
Issuance of new stock | $ 190,039 | $ 8 | $ 190,031 | ||||||
Exercise of stock options (in shares) | 373,292 | ||||||||
Exercise of stock options | 2,656 | $ 1 | 2,655 | ||||||
Stock-based compensation | 17,844 | 17,844 | |||||||
Issuance of common stock under employee stock purchase plan (in shares) | 134,766 | ||||||||
Issuance of common stock under employee stock purchase plan | $ 2,978 | 2,978 | |||||||
Conversion of Stock, Shares Converted | (23,151,481) | (23,151,481) | |||||||
Conversion of Stock, Amount Converted | $ (602,744) | $ (23) | (602,721) | ||||||
Net Loss | (60,096) | (60,096) | |||||||
Other comprehensive gain | 73 | 73 | |||||||
Common stock, ending balance (in shares) at Dec. 31, 2019 | 36,678,854 | ||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2019 | $ 200,644 | $ 37 | $ 811,049 | $ (610,514) | $ 72 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Issuance costs | $ 4,610 | $ 0 | $ 0 |
Shares of redeemable convertible preferred stock | |||
Issuance costs | $ 115 | $ 13 | $ 53 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities | ||||
Net loss | $ (60,096) | $ (61,984) | $ (47,035) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | [1] | 9,212 | 7,412 | 5,892 |
Loss on extinguishment of debt | 1,670 | 0 | 0 | |
Amortization of debt discount and issuance costs | 1,081 | 533 | 153 | |
Investment discount and premium (accretion) amortization | (615) | (143) | 72 | |
Change in fair value of warrant liability | 0 | (34) | 47 | |
Gain on sale of property and equipment | (39) | (29) | (47) | |
Stock-based compensation expense | 17,844 | 4,198 | 4,241 | |
Deferred tax provision (benefit) | 40 | (163) | 14 | |
Other | (15) | 0 | 0 | |
Change in operating assets and liabilities: | ||||
Accounts receivable | 127 | (3,627) | 4,442 | |
Deferred costs | (288) | 113 | 461 | |
Prepaid expenses and other assets | (1,308) | (1,334) | (815) | |
Operating lease right-of-use assets | 2,557 | (3,942) | 1,650 | |
Accounts payable, accrued liabilities, and other liabilities | (86) | 4,588 | (6,289) | |
Deferred revenue | 77 | 10,317 | 2,126 | |
Operating lease liabilities | (2,345) | 3,799 | (1,741) | |
Net cash used in operating activities | (32,184) | (40,296) | (36,829) | |
Cash flows from investing activities | ||||
Purchases of property and equipment | (2,399) | (2,275) | (2,466) | |
Proceeds from the sale of property and equipment | 62 | 29 | 47 | |
Purchase of short-term investments | (256,007) | (13,993) | (46,422) | |
Proceeds from the sale and maturity of short-term investments | 50,677 | 37,870 | 72,127 | |
Purchase of intangible assets | (1,935) | (228) | (878) | |
Net cash (used in) provided by investing activities | (209,602) | 21,403 | 22,408 | |
Cash flows from financing activities | ||||
Proceeds from initial public offering, net of underwriters' discounts and commissions | 194,649 | 0 | 0 | |
Proceeds from the issuance of redeemable convertible preferred stock, net of issuance costs | 12,073 | 33,987 | 23,787 | |
Proceeds from exercise of stock options | 2,656 | 3,045 | 76 | |
Proceeds from employee stock purchase plan | 2,978 | 0 | 0 | |
Repurchase of common stock | 0 | (8,712) | 0 | |
Payment of SVB line of credit and mezzanine loan | (21,821) | 0 | 0 | |
Proceeds from credit facilities, net of debt issuance costs | 47,169 | 9,950 | 9,787 | |
Payments of acquisition-related consideration | (1,713) | (13,924) | (8,779) | |
Payments of deferred offering costs | (4,610) | 0 | 0 | |
Net cash provided by financing activities | 231,381 | 24,346 | 24,871 | |
Effect of exchange rate changes on cash and cash equivalents | 6 | 0 | 0 | |
Net (decrease) increase in cash and cash equivalents | (10,399) | 5,453 | 10,450 | |
Cash and cash equivalents at beginning of period | 28,431 | 22,978 | 12,528 | |
Cash and cash equivalents at end of period | 18,032 | 28,431 | 22,978 | |
Supplemental disclosures of cash flow information | ||||
Cash paid for income taxes | 19 | 31 | 66 | |
Cash paid for interest | 5,557 | 3,937 | 1,032 | |
Supplemental disclosures of non-cash investing and financing information | ||||
Redeemable convertible preferred stock accretion | 180,826 | 52,037 | 11,745 | |
Deferred offering costs included in accounts payable and accrued liabilities | 0 | 100 | 0 | |
Series E redeemable convertible preferred stock allocated to business combination | 0 | 2,252 | 0 | |
Purchase of intangible assets included in accounts payable and accrued liabilities | 1,626 | 0 | 675 | |
Purchase of property and equipment included in accounts payable and accrued liabilities | 209 | 84 | 3 | |
Supplemental disclosures of cash flow information related to leases | ||||
Cash paid for operating lease liabilities in operating cash flows | 3,248 | 3,146 | 1,891 | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 581 | $ 6,641 | $ 0 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Nature of operations Health Catalyst, Inc. (Health Catalyst) was incorporated under the laws of Delaware in September 2011. We are a leading provider of data and analytics technology and services to healthcare organizations. Our Solution comprises a cloud-based data platform, analytics software, and professional services expertise. Our customers, which are primarily healthcare providers, use our Solution to manage their data, derive analytical insights to operate their organizations, and produce measurable clinical, financial, and operational improvements. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). We have reclassified certain prior period amounts to conform to the current period presentation. Initial Public Offering On July 29, 2019, we closed our initial public offering of common stock (IPO) in which we issued and sold 8,050,000 shares (inclusive of the underwriters' over-allotment option to purchase 1,050,000 shares) of common stock at $26.00 per share. We received net proceeds of $194.6 million after deducting underwriting discounts and commissions and before deducting offering costs of $4.6 million . Upon the closing of our IPO, all shares of our outstanding redeemable convertible preferred stock converted into 23,151,481 shares of common stock on a one-for-one basis. Stock Split On July 10, 2019, we effected a 1 -for- 2 reverse stock split of our capital stock. We have adjusted all references to share and per share amounts in the accompanying consolidated financial statements and notes to reflect the reverse stock split. Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provisions for doubtful accounts, useful lives of property and equipment, capitalization and estimated useful life of internal-use software and other intangible assets, fair value of financial instruments, deferred tax assets, redeemable convertible preferred stock accretion, stock-based compensation, and tax uncertainties. Actual results could differ from those estimates. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (the CODM) in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM, the Chief Executive Officer, uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Net loss attributable to common stockholders is computed as net loss less accretion of redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units (RSUs), purchase rights committed under the employee stock purchase plan, and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. Prior to our IPO, we computed basic and diluted net loss per share in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to holders of common stock. Redeemable convertible preferred stock and common stock were considered participating securities for purposes of this calculation. However, the two-class method did not impact the net loss per common share attributable to common stockholders as we were in a loss position for each of the periods presented and the redeemable convertible preferred stockholders did not have a contractual obligation to participate in losses. Revenue recognition We recognize revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606). We derive our revenues primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy the performance obligation. We recognize revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to customers for access to use our technology. We provide customers access to our technology through either an all-access or limited-access, modular subscription. The majority of our subscription arrangements are cloud-based and do not provide customers the right to take possession of the technology or contain a significant penalty if the customer were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the customer. Most of our subscription contracts have up to a three-year term, of which the vast majority are terminable after one year upon 90 days' notice. Subscriptions that allow the customer to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the customer. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the customer. We also have certain perpetual license arrangements. Revenue from these arrangements is recognized at a point in time upon delivery of the software. Technology revenue also includes maintenance and support revenue which generally includes bug fixes, updates, and support services. Revenue related to maintenance and support is recognized over the contract term beginning on the date that the service is made available to the customer. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, outsourcing services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our customers on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our customers. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient. Contracts with multiple performance obligations Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation method. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include customer demographics and the types of users. Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable. Variable consideration We have also entered into at-risk and shared savings arrangements with certain customers whereby we receive variable consideration based on the achievement of measurable improvements which may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved. Contract balances Contract assets resulting from services performed prior to invoicing customers are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2019 , 2018 , and 2017 , the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $2.9 million , $3.4 million and $2.8 million , respectively. We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the customer. As of December 31, 2019 , 2018 , and 2017 , the total of current and non-current deferred revenue on our consolidated balance sheets was $32.1 million , $32.0 million , and $10.7 million , respectively. Cost of revenue, excluding depreciation and amortization Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization. We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. As of December 31, 2019 and 2018 , we had deferred contract fulfillment costs of $0.9 million and $0.6 million , respectively. Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. Short-term investments Our investment policy limits investments to highly-rated instruments that mature in less than 12 months. We classify our short-term investments as available for sale. Accounts receivable Accounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collections. When we become aware of circumstances that may decrease the likelihood of collections, we record a specific allowance against amounts due, which reduces the receivable amount to the amount reasonably believed to be collected. For all other customers, we determine and periodically adjust the allowance based on historical loss patterns and current receivables aging. As of December 31, 2019 and 2018 , we had an allowance for doubtful accounts of $0.4 million and $0.5 million , respectively. Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-3 years Capitalized internal-use software costs 3 years When there are indicators of potential impairment, we evaluate the recoverability of the carrying values by comparing the carrying amount of the applicable asset group to the estimated undiscounted future cash flows expected to be generated by the asset group over the remaining useful life of the primary asset in the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the long-lived assets exceeds the fair value of the assets. We did not incur any long-lived impairment charges for the years ended December 31, 2019 , 2018 , and 2017 . Intangible assets Intangible assets include developed technologies, customer relationships, customer contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 2-10 years Customer relationships and contracts 6 years Computer software licenses 2-5 years Trademarks 2 years Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. There was no impairment of goodwill for the years ended December 31, 2019 , 2018 , and 2017 . Deferred offering costs Deferred offering costs, which consist of legal, consulting, banking, and accounting fees directly attributable to the IPO, were capitalized and then offset against proceeds upon the consummation of the IPO. During the year ended December 31, 2019 , we reclassified $4.6 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. Common stock warrants We account for freestanding warrants to purchase shares of our common stock that are not considered indexed to our own stock as warrant liabilities on our consolidated balance sheets until the point in time that they qualify for equity classification. We record liability-classified common stock warrants at their estimated fair value because they are free standing and the number of shares exercisable increases as we make advances on our credit facility. At the end of each reporting period, we record the change in the estimated fair value of the warrants to purchase common stock as a change in fair value of warrant liability within interest and other expense, net in our consolidated statements of operations. We reclassify the warrants from liability-classified to equity-classified as exercise contingencies related to the warrants become resolved. In October 2018, all remaining contingencies were resolved and the remaining common stock warrant liability balance was marked to market and recorded in stockholders’ equity (deficit). During the year ended December 31, 2019 , all outstanding warrants were exercised through a cashless exercise. Business combinations We account for an acquisition as a business combination if we obtain control of a business. Assets and liabilities acquired in a business combination generally are recorded at fair value and any associated acquisition costs are expensed as incurred in general and administrative expenses. Advertising costs All advertising costs are expensed as incurred. For the years ended December 31, 2019 , 2018 , and 2017 , we incurred $4.9 million , $5.0 million , and $5.9 million in advertising costs, respectively. Development costs and internal-use software Our technology products are generally developed to be sold externally. We determined that technological feasibility for our technology products to be sold externally is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. Stock-based compensation Stock-based awards, including stock options and RSUs, are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. For awards subject to performance conditions, we record expense when the performance condition becomes probable. We record forfeitures of stock-based awards as the actual forfeitures occur. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. We have issued two types of employee stock-based awards, standard and two-tier. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation expense on a straight-line basis over the vesting period. Two-tier employee stock-based awards contain both a service-based condition and performance condition, defined as the earlier of (i) an acquisition or change in control of the company or (ii) upon the occurrence of an initial public offering by the Company. A change in control event and effective registration event are not deemed probable until consummated; accordingly, no expense is recorded related to two-tier stock options until the performance condition becomes probable of occurring. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. The service-based condition is generally a service period of four years . Upon closing our IPO, we recorded cumulative share-based compensation expense of approximately $6.0 million using the accumulated attribution method for two-tier employee stock-based awards for which the service condition had been satisfied at that date. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. The impact on our consolidated financial statements was immaterial. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from customers. We review the expected collectability of accounts receivable and record an allowance for doubtful accounts for amounts that we determine are not collectible. The following table depicts the largest customers’ outstanding net accounts receivable balance as a percentage of the total outstanding net accounts receivable balance: As of December 31, 2019 2018 Customer A less than 10% 13% There were no other customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable balance greater than 10% as of December 31, 2019 and 2018 . We had one customer that accounted for 12% of our total revenues in 2017 . There were no other customers with revenue as a percentage of total revenue greater than 10% for the years ended December 31, 2019 , 2018 , and 2017 . Income taxes Deferred income tax balances are accounted for using the liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and credit carryforwards. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (Tax Act) was enacted into law and the new legislation contains several key tax provisions that affect us, including the reduction of the corporate income tax rate to 21%, effective January 1, 2018. We were required to recognize the effect of the tax law changes in the period of enactment. As such, we remeasured our consolidated deferred tax assets and liabilities as of December 31, 2017 to reflect the lower rate and also reassessed the net realizability of those deferred tax assets and liabilities. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because we have net operating loss carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, such as the Tax Act, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of acquisition-related consideration payable, operating lease liabilities, and long-term debt approximate fair value based on interest rates available for debt with similar terms at December 31, 2019 and 2018 . Money market funds and short-term investments are measured at fair value on a recurring basis. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1- Quoted prices in active markets for identical assets or liabilities. • Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Leases We account for our leases in accordance with Accounting Standards Codification Topic 842, Leases . We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheets. We have adopted the short-term lease recognition exemption policy. All of our leasing commitments are classified either as operating leases or otherwise qualify as short-term leases with lease terms of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease contracts do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease executory costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not have lease agreements that contain non-lease components, which generally would be accounted for separately. Foreign Currency The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity (deficit). We record foreign exchange gains and losses in interest and other expense, net. Our net foreign exchange gains and losses were not material for the periods presented. Accounting pronouncements adopted In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07) . ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new standard became effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted ASU 2018-07 as of January 1, 2019 and applied the standard prospectively. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent accounting pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , which requires the measurement and recognition of expected credit losses for certain financial instruments, which includes our accounts receivable and available-for-sale debt securities. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. These changes will result in earlier recognition of credit losses. We will adopt ASU 2016-13 effective January 1, 2020. We are currently evaluating new credit loss models and updating our processes and controls in connection with the adoption of ASU 2016-13. Based on the current composition of our investment portfolio, current market conditions, and historical credit loss activity, we expect that the initial adoption of this ASU will not have a material impact on our consolidated financial statements and related disclosures. In January 2017, FASB issued ASU 2017-04, Intangibles-Goodwill and Other - Simplifying the Test for Goodwill Impairment (Topic 350) , that simplifies how an entity is required to test goodwill for impairment by eliminating the second step of the impairment test. The second step measures a goodwill impairment loss by comparing the fair value of a reporting unit to the carrying amount. Under the new standard, if the carrying amount of the reporting unit exceeds its fair value, the carrying amount of goodwill is reduced by the excess reporting unit carrying amount up to the carrying amount of the goodwill. We will adopt ASU 2017-04 for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. This ASU will apply to our reporting requirements in performing goodwill impairment testing; however, we expect that the initial adoption of this ASU will not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, F |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2019 2018 2017 Recurring technology $ 83,791 $ 55,266 $ 28,003 One-time technology (i.e., perpetual license) 184 1,958 3,690 Professional services 70,966 55,350 41,388 Total revenue $ 154,941 $ 112,574 $ 73,081 For the years ended December 31, 2019 , 2018 , and 2017 , 99.7% , 99.4% , and 99.5% of revenue was related to contracts with customers located in the United States. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. For the year ended December 31, 2019 , approximately 15% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have up to a three -year term, of which the vast majority are terminable after one year upon 90 days ' notice. For arrangements that do not allow the customer to cancel within one year or less, we expect to recognize $54.6 million of revenue on unsatisfied performance obligations as of December 31, 2019 . We expect to recognize approximately 80% of the remaining performance obligations over the next 24 months , with the balance recognized thereafter. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We operate our business in two operating segments that also represent our reporting units. Our reporting units are organized based on our technology and professional services. We have not incurred any goodwill impairment charges. Goodwill by reporting unit is as follows (in thousands): As of December 31, 2019 2018 Technology $ 2,912 $ 2,912 Professional services 782 782 Total goodwill $ 3,694 $ 3,694 As of December 31, 2019 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (16,548 ) $ 19,581 Customer relationships and contracts 4,164 (2,773 ) 1,391 Computer software licenses 7,114 (2,576 ) 4,538 Trademarks 100 (75 ) 25 Total intangible assets $ 47,507 $ (21,972 ) $ 25,535 As of December 31, 2018 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (12,720 ) $ 23,409 Customer relationships and contracts 4,164 (2,080 ) 2,084 Computer software licenses 3,554 (818 ) 2,736 Trademarks 100 (25 ) 75 Total intangible assets $ 43,947 $ (15,643 ) $ 28,304 Amortization expense for intangible assets for the years ended December 31, 2019 , 2018 , and 2017 was $6.3 million , $5.1 million , and $4.5 million , respectively. Amortization expense for intangible assets is included in depreciation and amortization in the consolidated statements of operations. The weighted-average remaining amortization period by type of intangible assets as of December 31, 2019 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 5.4 Customer relationships and contracts 2.5 Computer software licenses 2.3 Trademarks 0.5 As of December 31, 2019 , future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2020 $ 6,627 2021 5,945 2022 4,716 2023 3,171 2024 3,041 Thereafter 2,035 Total future amortization expense $ 25,535 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment $ 7,951 $ 6,769 Leasehold improvements 2,234 1,704 Furniture and fixtures 1,030 1,406 Capitalized internal-use software costs 1,866 1,482 Computer software 972 972 Capital lease equipment 37 37 Total property and equipment 14,090 12,370 Less: accumulated depreciation (9,795 ) (7,694 ) Property and equipment, net $ 4,295 $ 4,676 Our long-lived assets are located in the United States. Depreciation expense for the years ended December 31, 2019 , 2018 , and 2017 was $2.9 million , $2.3 million , and $1.4 million , respectively. Depreciation expense includes amortization of assets recorded under a capital lease and the amortization of capitalized internal-use software costs. We capitalized $0.4 million , $0.2 million , and $1.3 million of internal-use software costs for the years ended December 31, 2019 , 2018 , and 2017 , respectively. We incurred $0.5 million , $0.4 million , and $0.1 million of capitalized internal-use software cost amortization expense for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments Our investment policy limits investments to highly-rated instruments that mature in less than 12 months. We classify our short-term investments as available for sale. Available-for-sale securities are recorded on our consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive loss on the consolidated statements of comprehensive loss. We determine realized gains or losses on the sales of investments through the specific identification method and record such gains or losses as part of interest and other expense, net on the consolidated statements of operations. We did not have any material realized gains or losses on investments during the years ended December 31, 2019 , 2018 , and 2017 . We measure the fair value of investments on a recurring basis. The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2019 : Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds 17,175 — — 17,175 17,175 — U.S. treasury notes 58,130 34 — 58,164 — 58,164 Commercial paper 46,973 — — 46,973 — 46,973 Corporate bonds 64,978 27 (5 ) 65,000 — 65,000 Asset-backed securities 40,090 18 — 40,108 — 40,108 Total $ 227,346 $ 79 $ (5 ) $ 227,420 $ 17,175 $ 210,245 The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2018 : Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds 23,085 — — 23,085 23,085 — U.S. treasury notes 4,175 — (1 ) 4,174 1,396 2,778 Commercial paper 3,976 — — 3,976 1,993 1,983 Corporate bonds 998 — — 998 998 — Total $ 32,234 $ — $ (1 ) $ 32,233 $ 27,472 $ 4,761 As we do not intend to sell investments that are in an unrealized loss position and it is not likely that we will be required to sell any investments before recovery of their amortized cost basis, we do not consider the investments with an unrealized loss to be other-than-temporarily impaired as of December 31, 2019 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 were as follows (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 17,175 $ — $ — $ 17,175 U.S. Treasury notes 58,164 — — 58,164 Commercial paper — 46,973 — 46,973 Corporate bonds — 65,000 — 65,000 Asset-backed securities — 40,108 — 40,108 Total assets measured at fair value on a recurring basis $ 75,339 $ 152,081 $ — $ 227,420 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 were as follows (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 23,085 $ — $ — $ 23,085 U.S. Treasury notes 4,174 — — 4,174 Commercial paper — 3,976 — 3,976 Corporate bonds — 998 — 998 Total assets measured at fair value on a recurring basis $ 27,259 $ 4,974 $ — $ 32,233 There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2019 and 2018 . In October 2017, we issued common stock warrants which required fair value measurements. The fair value of the warrants was measured using an option pricing model. Inputs used to determine the estimated fair value of the warrants include the estimated value of the underlying common stock at the valuation measurement date, the term of the warrants, risk-free interest rates, and estimated volatility. Estimated volatility is based on the volatility of a peer group. In addition to the above, significant inputs include the likelihood of the exercise contingencies being met. In October 2018 all remaining contingencies were resolved and the remaining common stock warrant liability balance was marked to market and recorded in stockholders’ equity (deficit). See Note 12 for further information regarding the fair value of the warrants. |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities As of December 31, 2019 and 2018 , accrued liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Accrued compensation and benefit expenses $ 4,278 $ 5,888 Other accrued liabilities 4,666 3,315 Total accrued liabilities $ 8,944 $ 9,203 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Operating leases We lease office space and certain equipment under operating leases that expire between 2020 and 2024. The terms of the leases provide for rental payments on a graduated scale, options to renew the leases (one to five years ), landlord incentives or allowances, and periods of free rent. Our operating lease expense for the years ended December 31, 2019 , 2018 , and 2017 , was $3.2 million , $2.2 million , and $1.8 million , respectively. In addition to those amounts, lease expense attributable to short-term leases with terms of 12 months or less for the years ended December 31, 2019 , 2018 , and 2017 , was $0.2 million , $0.5 million , and $0.6 million , respectively. Maturities of lease liabilities under operating leases at December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 3,000 2021 824 2022 399 2023 410 2024 152 Thereafter — Total lease payments 4,785 Less: Imputed interest (325 ) Total lease liability $ 4,460 Supplemental balance sheet information related to leases as of December 31, 2019 and 2018 is as follows (in thousands other than weighted average amounts): As of December 31, 2019 2018 Operating lease right-of-use assets $ 3,787 $ 6,344 Operating lease liabilities, current $ 2,806 $ 2,577 Operating lease liabilities, noncurrent 1,654 4,228 Total operating lease liabilities $ 4,460 $ 6,805 Weighted-average remaining operating lease term (years) 2.2 2.6 Weighted-average operating lease discount rate 5.6 % 5.5 % |
Acquisition-related considerati
Acquisition-related consideration payable (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition-related consideration payable | Acquisition-related consideration payable Future minimum cash commitments as part of prior-year asset acquisitions and business combinations as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 2,250 2021 2,000 Total cash commitments as part of acquisitions 4,250 Less: Imputed interest (198 ) Total acquisition-related consideration payable $ 4,052 The remaining obligations from the acquisition-related consideration payable, net of imputed interest, are recorded as liabilities on our consolidated balance sheets. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities As of December 31, 2019 , our term credit facilities consisted of the following, excluding debt discount and issue costs of $1.8 million (in thousands): Balance Remaining Capacity Interest Rate Basis Rate OrbiMed term loan $ 50,000 $ 30,000 10.00 % Higher of LIBOR plus 7.5% and 10.0% SVB revolving line of credit — 5,000 5.25 % Prime plus 0.50% Total credit facilities 50,000 $ 35,000 Less: Current portion of credit facilities — Credit facilities, less current portion $ 50,000 As of December 31, 2018 , our term credit facilities consisted of the following, excluding debt discount and issue costs of $1.2 million (in thousands): Balance Remaining Capacity Interest Rate Basis Rate SVB term loan $ 20,000 $ — 11.75 % Prime plus 6.25% SVB revolving line of credit 1,321 18,679 6.00 % Prime plus 0.50% Total credit facilities 21,321 $ 18,679 Less: Current portion of credit facilities (1,321 ) Credit facilities, less current portion $ 20,000 In June 2016, we signed a Loan and Security Agreement with Silicon Valley Bank (SVB) which established a revolving line of credit based on a formula amount and secured $1.3 million in advances from the revolving line of credit. In October 2017, we signed a Mezzanine Loan and Security Agreement with SVB which allows access to term loan borrowings of up to $20.0 million and drew $10.0 million at closing. As of December 31, 2018 , the maturity date of any borrowings under the agreement was April 2021. We paid $0.2 million in fees related to the establishment of the term loan and were required to pay an additional commitment fee each time we draw funds based on a formula and the amount of funds borrowed. In October 2018, we drew an additional $10.0 million under the Mezzanine Loan and Security Agreement. Amounts borrowed under the SVB Mezzanine Loan and Security Agreement were secured by a first priority security interest in substantially all of our assets other than intellectual property. In the event of default, SVB had the right to accelerate amounts outstanding, terminate the credit facility, and foreclose on the collateral. The agreement also includes a financial covenant requiring the achievement of minimum annual recurring revenue amounts in order to draw upon the remaining available credit. We were in compliance with this covenant under the terms of the credit facility as of December 31, 2018 . OrbiMed debt financing transaction On February 6, 2019, we entered into a debt financing agreement with OrbiMed Royalty Opportunities II, LP (OrbiMed) where we obtained an $80.0 million senior term loan commitment, with $50.0 million available and up to an additional $30.0 million contingently available on or prior to March 31, 2020 (the Delayed Draw Commitment). We paid $2.4 million in fees related to the establishment of the OrbiMed term loan and incurred $0.3 million in debt issuance costs. The Delayed Draw Commitment is contingent upon our achievement of minimum levels of technology revenues ranging from technology revenues for the latest 12 months of at least $60.0 million to borrow up to $10.0 million , to a minimum of $80.0 million in technology revenues to borrow between $25.0 million and $30.0 million . The contractual interest rate of the OrbiMed term loan is the higher of LIBOR plus 7.5% and 10.0% . Interest payments are required at the end of each month and monthly installment payments on principal begin in February 2023 and will be based on the then outstanding principal balance divided by 12 . The maturity date of the OrbiMed term loan is February 6, 2024. Upon the payment of all or any portion of the principal amount on the OrbiMed term loan, we are required to pay an exit fee of 5% of the principal amount paid. This exit fee is being accreted as interest expense over the contractual term of the loan. If we elect to prepay portions of the principal balance prior to the 48 -month anniversary of the closing date we would be required to pay a repayment premium ranging from 1% to 12% of the principal balance prepaid depending on the period in which the prepayment is made. Amounts borrowed under the OrbiMed term loan are secured by a first priority security interest in substantially all of our assets other than intellectual property. In the event of default, OrbiMed may accelerate amounts outstanding, terminate the credit facility, and foreclose on the collateral. The agreement also includes a financial covenant requiring the achievement of minimum trailing-twelve-month revenue amounts as well as certain other financial and non-financial covenants. We were in compliance with these covenants under the terms of the OrbiMed term loan as of December 31, 2019 . The use of proceeds from the senior term loan included an immediate repayment of our $20.0 million term loan from SVB that required a prepayment premium of $0.5 million and the write-off of deferred debt discount and issuance costs of $1.2 million , resulting in a $1.7 million loss on extinguishment of debt. In addition, we repaid in full the outstanding balance of $1.3 million under the SVB revolving line of credit. On February 6, 2019, we amended the Loan and Security Agreement with SVB which reduced the revolving line of credit to a current maximum of $5.0 million with an obligation to maintain a minimum of $5.0 million cash or cash equivalents on deposit with SVB to maintain the assurance of future credit availability. The line may be increased to $10.0 million upon request and approval by SVB. The maturity date of the revolving line of credit was amended to be February 6, 2021. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock We had 45,427,441 shares of $0.001 par value redeemable convertible preferred stock authorized, of which 22,713,694 shares were issued and outstanding, as of December 31, 2018 . The issued and outstanding redeemable convertible preferred shares as of December 31, 2018 consisted of 3,587,499 designated Series A redeemable convertible preferred stock, 4,986,827 designated Series B redeemable convertible preferred stock, 4,794,007 designated Series C redeemable convertible preferred stock, 3,314,612 designated Series D redeemable convertible preferred stock, and 6,030,749 designated Series E redeemable convertible preferred stock. During the year ended December 31, 2019 , we authorized 1,077,587 shares of Series F redeemable convertible preferred stock and issued 437,787 shares of Series F redeemable convertible preferred stock for total cash consideration of $12.1 million , net of offering costs of $0.1 million . Upon the closing of our IPO, the 23,151,481 shares of redeemable convertible preferred stock, then outstanding, were converted on a one-for-one basis into 23,151,481 shares of common stock. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Amendment and Restatement of Certificate of Incorporation In connection with the IPO, the certificate of incorporation of Health Catalyst was amended and restated to, among other things, provide for the (i) authorization of 500,000,000 shares of common stock with a par value of $0.001 per share; (ii) authorization of 25,000,000 shares of undesignated preferred stock that may be issued from time to time; and (iii) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms. Preferred Stock Our board of directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of December 31, 2019 and 2018 , no shares of this preferred stock were issued and outstanding. Common stock We had 500,000,000 and 72,565,312 shares of $0.001 par value common stock authorized, of which 36,731,632 and 4,832,134 shares were legally issued and outstanding as of December 31, 2019 and 2018 , respectively. The shares legally issued and outstanding include 52,778 shares issued to former employees with notes determined to be substantively nonrecourse and, as such, for accounting purposes are not considered to be outstanding common stock shares. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through December 31, 2019 . During 2018 , as part of a tender offer we repurchased 798,372 shares of common stock from team members, which shares were received by the exercise of stock options or contractual arrangements, for cash consideration of $16.9 million . The estimated fair value of the repurchased common stock of $8.6 million and offering costs of $0.1 million were recorded as a reduction to common stock and additional paid-in capital. The excess of the repurchase price over the estimated fair value of the common stock redeemed from team members of $8.3 million was accounted for as compensation expense on the consolidated statement of operations. The effects of the excess of the tender offer repurchase price over the estimated fair value of the common stock redeemed from team members on the statement of operations for the year ended December 31, 2018 are summarized in the following table (in thousands): 2018 Cost of revenue $ 312 Sales and marketing 3,967 Research and development 906 General and administrative 3,133 Total compensation expense from repurchase $ 8,318 Common stock warrants In October 2017, we issued warrants in connection with the Mezzanine Loan and Security Agreement with SVB for up to 255,336 shares of common stock with a ten -year term at an exercise price of $10.66 per share. The fair value of the warrants on the date of grant was $1.6 million and recorded as deferred financing costs. The deferred financing costs were reclassified to a discount on debt in proportion to the advances made on the credit facility. The deferred financing costs and the debt discount were scheduled to be recognized as interest expense over the term of the credit facility. In October 2018, all remaining contingencies were resolved and the remaining common stock warrant liability balance was marked to market and recorded in stockholders’ equity (deficit). In February 2019, the term loan from the Mezzanine Loan and Security Agreement with SVB was paid off in full, resulting in the $1.0 million unamortized portion of the debt discount related to the warrants being included in the current year loss on debt extinguishment. Soon after effective date of our IPO, all 255,336 outstanding warrants were exercised through a cashless exercise, resulting in the issuance of 189,959 shares of common stock. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended 2019 2018 2017 Numerator: Net loss attributable to common stockholders $ (240,922 ) $ (114,021 ) $ (58,780 ) Denominator: Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted 18,741,119 4,798,363 4,846,511 Net loss per share attributable to common stockholders, basic and diluted $ (12.86 ) $ (23.76 ) $ (12.13 ) During the years ended December 31, 2019 , 2018 and 2017 , we incurred net losses and, therefore, the effect of our common stock options, restricted stock units, common stock warrants, and redeemable convertible preferred stock (as converted) were not included in the calculation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact: As of December 31, 2019 2018 2017 Redeemable convertible preferred stock — 22,713,694 21,109,771 Common stock options 7,847,716 7,237,417 4,705,171 Restricted stock units 503,861 — — Common stock warrants — 255,336 255,336 Total potentially dilutive securities 8,351,577 30,206,447 26,070,278 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-Based Compensation In 2011, our Board of Directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares and granting of options for our common stock to our directors, team members, or consultants. In connection with our IPO, our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and nonstatutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We have initially reserved 2,756,607 shares of our common stock ( 2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan that were available immediately prior to the IPO registration date). The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of December 31, 2019 and 2018 , there were 11,272,878 and 8,772,878 shares authorized for grant, respectively, and 2,309,370 and 1,296,793 shares available for grant, respectively, under the 2019 Plan and 2011 Plan (collectively the 'Stock Incentive Plan'). All options were granted with an exercise price determined by the board of directors that was equal to the estimated fair value of our common stock at the date of grant, based on the information known on the date of grant. Subject to certain exceptions defined in the Stock Incentive Plan related to an employee's termination, options generally expire on the tenth anniversary of the applicable grant date. We have issued two types of employee stock-based awards, standard and two-tier. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation based on the grant date fair value of the awards and recognize that cost using the straight-line method over the requisite service period of the award. Two-tier employee stock-based awards contained both a service-based condition and performance condition, defined as the earlier of (i) an acquisition or change in control of the company or (ii) upon the occurrence of our initial public offering. A change in control event and effective registration event was not deemed probable until consummated; accordingly, no expense was recorded related to two-tier stock-based awards until the performance condition became probable of occurring. Awards that contained both service-based and performance conditions were recognized using the accelerated attribution method once the performance condition was probable of occurring. The service-based condition is generally a service period of four years . Upon closing our IPO, we recorded cumulative share-based compensation expense using the accumulated attribution method for two-tier employee stock-based awards for which the service condition had been satisfied at that date. The fair value of options, which vest in accordance with service schedules, is estimated on the date of grant using the Black-Scholes option pricing model. The absence of an active market for our common stock requires us to estimate the fair value of our common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. We obtained contemporaneous third-party valuations to assist in determining the estimated fair value of our common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Expected volatilities are based on historical volatilities of comparable companies. The expected term of the options is based on the simplified method outlined in the SEC Staff accounting guidance, under which we estimate the term as the average of the option’s contractual term and the option’s weighted average vesting period. The risk-free rate represents the yield on U.S. Treasury bonds with maturity equal to the expected term of the granted option. We account for forfeitures as they occur. All standard stock options outstanding at December 31, 2019 and 2018 are expected to vest according to their specific schedules. The fair value of our option grants is estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Expected volatility 43.8%-44.5% 43.6%-47.6% 46.5%-48.4% Expected term (in years) 6.3 6.3 6.3 Risk-free interest rate 2.4%-2.5% 2.5%-3.0% 2.0%-2.2% Expected dividends — — — Prior to the adoption of ASU 2018-17, the fair value measurement date for non-employee awards was the date the performance of services was completed. Upon adoption of ASU 2018-07 on January 1, 2019, the measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 2017 Options $ 14,837 $ 4,037 $ 4,241 Restricted stock units 2,034 — — Employee stock purchase plan 973 — — Other — 161 — Total stock-based compensation $ 17,844 $ 4,198 $ 4,241 Year Ended December 31, 2019 2018 2017 Cost of revenue $ 1,168 $ 558 $ 579 Sales and marketing 3,811 1,514 1,192 Research and development 4,841 787 707 General and administrative 8,024 1,339 1,763 Total stock-based compensation $ 17,844 $ 4,198 $ 4,241 The current year stock-based compensation includes a $6.0 million cumulative catch-up of compensation expense related to the two-tier employee stock-based awards that was recorded upon satisfaction of the performance condition on the closing date of our IPO. We did not capitalize any stock-based compensation expense to deferred costs for the years ended December 31, 2019 , 2018 , and 2017 . A summary of the share option activity under the Health Catalyst Stock Plan for the years ended December 31, 2019 and 2018 , is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2018 4,705,171 $ 7.88 Options granted 3,352,644 10.84 Options exercised (723,902 ) 4.20 Options cancelled/forfeited (96,496 ) 9.32 Outstanding at December 31, 2018 7,237,417 $ 9.60 7.9 $ 45,159,058 Options granted 1,198,121 16.00 Options exercised (373,292 ) 7.11 Options cancelled/forfeited (214,530 ) 10.53 Outstanding at December 31, 2019 7,847,716 $ 10.67 7.1 $ 188,573,947 Vested and expected to vest as of December 31, 2019 7,847,716 $ 10.67 7.1 $ 188,573,947 Vested and exercisable as of December 31, 2019 4,248,921 $ 9.10 5.8 $ 108,735,716 The weighted-average grant-date fair value for stock options granted during the years ended December 31, 2019 , 2018 , and 2017 was $9.31 , $5.30 , and $5.14 , respectively. The aggregate intrinsic value of stock options exercised was $6.5 million , $10.9 million , and $0.1 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2019 , 2018 , and 2017 was $8.1 million , $3.3 million , and $3.6 million , respectively. As of December 31, 2019 , approximately $16.2 million of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted-average period of 2.3 years . The options outstanding include 52,778 of shares issued to former employees with notes determined to be substantively nonrecourse and, as such, for accounting purposes are not considered to be exercised stock options. Restricted Stock Units The service-based condition for RSUs is satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2019 : Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2019 — $ — RSUs granted 504,361 37.57 RSUs forfeited (500 ) 44.43 Unvested and outstanding at December 31, 2019 503,861 $ 37.57 As of December 31, 2019 , we had $16.9 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 3.4 years . Employee Stock Purchase Plan In connection with our IPO in July 2019 , our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. The ESPP generally provides for six-month offering periods, the exception being the first offering period. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The first offering period began on the IPO date and ended on December 31, 2019. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period and not to accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant date(s)) for each calendar year. A participant may purchase the lowest of (a) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (b) 2,500 shares; or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date, except for the first offering period, for which the purchase price will be 85% of the lower of (i) the IPO price or (ii) the fair value of common stock on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option is estimated on the date of grant using the Black-Scholes model with the following assumptions for the initial offering period: Expected volatility 44.2% Expected term (in years) 0.4 Risk-free interest rate 2.1% Expected dividends — During the year ended December 31, 2019 , we issued 134,766 shares under the ESPP, with a weighted-average purchase price per share of $22.10 . Total cash proceeds from the purchase of shares under the ESPP in 2019 were $3.0 million . As of December 2019 , 615,234 shares are reserved for future issuance under the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2019 , 2018 , and 2017 , the income tax provision (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ 11 $ — $ — Foreign 10 — — State 81 28 12 Total current tax provision 102 28 12 Deferred taxes: Federal 33 (135 ) — State 7 (28 ) 14 Total deferred provision (benefit) 40 (163 ) 14 Total income tax provision (benefit) $ 142 $ (135 ) $ 26 A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Tax at U.S. statutory rates 21.0 % 21.0 % 34.0 % State income tax, net of federal tax effect (0.1 ) — — Federal research and development credits 17.2 0.7 1.0 Stock-based compensation (1.5 ) (0.4 ) (2.0 ) Change in valuation allowance (36.6 ) (20.9 ) 23.8 U.S. tax reform — — (56.7 ) Other, net (0.2 ) (0.2 ) (0.2 ) Effective income tax rate (0.2 )% 0.2 % (0.1 )% The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Deferred income tax assets: Net operating loss carryforwards $ 68,643 $ 59,645 Research and development credits 16,348 2,372 Intangible assets 5,354 5,393 Stock-based compensation 4,562 1,398 Deferred revenue 1,779 1,500 Interest limitation carryforward 1,983 554 Operating lease liabilities 1,219 1,808 Property and equipment 511 120 Accrued expenses 556 512 Allowance for bad debt 106 122 Other 52 63 Total deferred income tax assets 101,113 73,487 Valuation allowance (98,370 ) (70,258 ) Net deferred income tax assets 2,743 3,229 Deferred income tax liabilities: Prepaid expenses (1,537 ) (1,229 ) Operating lease right-of-use assets (967 ) (1,618 ) Deferred contract costs (239 ) (155 ) Indefinite-lived intangible assets (41 ) (227 ) Total deferred income tax liabilities (2,784 ) (3,229 ) Net deferred income tax liabilities $ (41 ) $ — We account for deferred taxes under ASC 740, Income Taxes , which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. We have provided a full valuation allowance for our net deferred tax assets at December 31, 2019 and 2018 , due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial statements for the net operating loss carryforwards and other deferred tax assets. During the years ended December 31, 2019 and 2018 , respectively, the valuation allowance increased by $28.1 million and $15.9 million , respectively. On December 22, 2017, the Tax Act was enacted into law and the new legislation contains several key tax provisions that affect our consolidated financial statements, including the reduction of the corporate income tax rate to 21% , effective January 1, 2018. We are required to recognize the effect of the tax law changes in the period of enactment. As such, we have remeasured our consolidated deferred tax assets and liabilities to reflect the lower rate and has also reassessed the realizability of those deferred tax assets and liabilities. In December 2017 , the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As of December 31, 2018 , we consider the accounting of the deferred tax remeasurements and state tax conformity to be complete. As of December 31, 2019 , we had approximately $269.1 million of consolidated federal net operating loss carryforwards and 215.2 million of state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net operating loss carryforwards will begin to expire in 2032 and 2024 , respectively. We have federal research and development credit carryforwards of $13.5 million and state research and development credit carryforwards of $5.9 million , which if not utilized will begin to expire in 2032 and 2025 , respectively. To the extent we do not utilize our carryforwards within the applicable statutory carryforward periods, either because of ownership changes and limitations under Code Sections 382 and 383 and similar state laws or the lack of sufficient taxable income, the carryforwards will expire unused. We file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer subject to federal or state income tax examinations by tax authorities for tax years prior to 2016 . We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 2017 Beginning balance $ 2,372 $ 1,939 $ 1,305 Decrease in unrecognized tax benefits taken in prior years (957 ) — — Increase in unrecognized tax benefits related to the current year 401 433 634 Ending balance $ 1,816 $ 2,372 $ 1,939 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is zero due to the valuation allowance. We do not anticipate material changes in the total amount of our unrecognized tax benefits within 12 months of the reporting date. Our policy is to accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes. However, as of December 31, 2019 and 2018 , we have not accrued interest and penalties because we have net operating loss carryforwards. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. We are involved in legal proceedings from time to time that arise in the normal course of business. As of December 31, 2019 , there were no significant outstanding claims against us. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue and Performance Obligations | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2019 2018 2017 Recurring technology $ 83,791 $ 55,266 $ 28,003 One-time technology (i.e., perpetual license) 184 1,958 3,690 Professional services 70,966 55,350 41,388 Total revenue $ 154,941 $ 112,574 $ 73,081 For the years ended December 31, 2019 , 2018 , and 2017 , 99.7% , 99.4% , and 99.5% of revenue was related to contracts with customers located in the United States. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. For the year ended December 31, 2019 , approximately 15% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have up to a three -year term, of which the vast majority are terminable after one year upon 90 days ' notice. For arrangements that do not allow the customer to cancel within one year or less, we expect to recognize $54.6 million of revenue on unsatisfied performance obligations as of December 31, 2019 . We expect to recognize approximately 80% of the remaining performance obligations over the next 24 months , with the balance recognized thereafter. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties We have entered into arrangements with customers where the customer’s management is currently or was previously a member of our board of directors. An executive officer at Allina Health served on our board of directors until December 31, 2017 . The board seat vacated by the Allina Health executive officer was replaced in January 2018 by an executive of a Partners Healthcare affiliate. For the years ended December 31, 2019 , 2018 , and 2017 , we recognized $3.0 million , $3.8 million , and $8.6 million in revenue from related parties, respectively. We also leased building space from a related party and recognized 0.6 million in rent expense related to this lease arrangement during the year ended December 31, 2017 . As of December 31, 2019 and 2018 , we had receivables from related parties of $0.6 million and $0.1 million , respectively, and deferred revenue with related parties of $0.5 million and $0.4 million , respectively. As of December 31, 2019 and 2018 , we also had acquisition-related consideration payable to a related party for a prior year asset acquisition. This asset acquisition occurred prior to this entity becoming a related party. The acquisition-related consideration payable to this related party was $1.2 million and $3.3 million as of December 31, 2019 and 2018 , respectively. We have also entered into revenue arrangements with customers that are also our investors. None of these customers hold a significant amount of ownership in our equity interests. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We have a 401(k) defined contribution plan covering eligible employees. Our contributions were $5.3 million , $4.6 million , and $3.5 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. We match 100% of the first 6% of an employees’ salary deferral. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments We operate our business in two operating segments that also represent our reportable segments. Our business is organized based on our technology offerings and professional services. Accordingly, our segments are: • Technology - Our technology segment (Technology) includes our data platform, analytics applications and support services. Technology generates revenues primarily from contracts that are cloud-based subscription arrangements, time-based license arrangements, and maintenance and support fees; and • Professional Services - Our professional services segment (Professional Services) is generally the combination of analytics, implementation, strategic advisory, outsource, and improvement services to deliver expertise to our customers to more fully configure and utilize the benefits of our Technology offerings. Revenues and cost of revenues generally are directly attributed to our segments. All segment revenues are from our external customers. Asset and other balance sheet information at the segment level is not reported to our Chief Operating Decision Maker. Segment revenue and Adjusted Gross Profit for the years ended December 31, 2019 , 2018 , and 2017 were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Revenue: Technology $ 83,975 $ 57,224 $ 31,693 Professional Services 70,966 55,350 41,388 Total revenue $ 154,941 $ 112,574 $ 73,081 Year Ended December 31, 2019 2018 2017 Adjusted Gross Profit: Technology $ 56,378 $ 37,901 $ 20,148 Professional Services 24,494 16,028 9,870 Total reportable segments Adjusted Gross Profit 80,872 53,929 30,018 Less Adjusted Gross Profit reconciling items: Stock-based compensation (1,168 ) (558 ) (579 ) Tender offer payments deemed compensation (1) — (312 ) — Post-acquisition restructuring costs (2) (108 ) (337 ) — Less other reconciling items: Sales and marketing (47,284 ) (44,123 ) (25,920 ) Research and development (46,252 ) (38,592 ) (28,470 ) General and administrative (31,713 ) (22,690 ) (14,697 ) Depreciation and amortization (9,212 ) (7,412 ) (5,892 ) Debt extinguishment costs (1,670 ) — — Interest and other expense, net (3,419 ) (2,024 ) (1,469 ) Net loss before income taxes $ (59,954 ) $ (62,119 ) $ (47,009 ) ____________________ (1) Tender offer payments deemed compensation included in the Adjusted Gross Profit reconciliation above relate to employee compensation from repurchases of common stock at a price in excess of its estimated fair value. For additional details refer to Note 12 in the consolidated financial statements. (2) Post-acquisition restructuring costs included in the Adjusted Gross Profit reconciliation above relate to severance charges following the acquisition of Medicity. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Able Health, Inc. On February 21, 2020 , we completed a business combination by acquiring Able Health, Inc. (“Able Health”), a leading SaaS provider of quality and regulatory measurement tracking and reporting to healthcare providers and risk-bearing entities, pursuant to the Agreement and Plan of Reorganization (the “Acquisition Agreement”), dated February 13, 2020. We believe this acquisition will strengthen Health Catalyst’s existing Quality and Regulatory Measures capabilities. Pursuant to the Acquisition Agreement, we acquired all of the equity interests in Able Health for preliminary consideration of approximately $19 million , consisting of approximately $15 million in cash and 110,662 shares of our common stock issued on the closing date at $30.11 per share. The final purchase price consideration will also include an estimate for contingent consideration of up to an additional 145,036 shares of our common stock if certain incremental billing targets for Able Health are met during an earn-out period that ends on December 31, 2020 . The fair value estimate of contingent consideration is in the early stages of analysis. The purchase price is also subject to certain working capital adjustments, which are expected to be finalized within 90 days of the closing date. Given the recent timing of the closing of this business combination, we are in the process of identifying and measuring the value of the assets acquired and liabilities assumed. We plan to disclose the preliminary purchase price allocation estimates and other related information in our Form 10-Q for the quarter ending March 31, 2020. An additional 179,392 shares of our common stock were issued pursuant to the terms of the Acquisition Agreement and are a stock-based compensation arrangement subject to a Restriction Agreement. The vesting of those shares is subject to one year of continuous service by the applicable team members and shall vest on the one-year anniversary of the acquisition closing date. We expect to recognize $5.4 million in stock-based compensation related to these restricted shares over the service period. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provisions for doubtful accounts, useful lives of property and equipment, capitalization and estimated useful life of internal-use software and other intangible assets, fair value of financial instruments, deferred tax assets, redeemable convertible preferred stock accretion, stock-based compensation, and tax uncertainties. Actual results could differ from those estimates. |
Segment reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (the CODM) in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM, the Chief Executive Officer, uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. |
Net loss per share | Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Net loss attributable to common stockholders is computed as net loss less accretion of redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units (RSUs), purchase rights committed under the employee stock purchase plan, and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. Prior to our IPO, we computed basic and diluted net loss per share in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to holders of common stock. Redeemable convertible preferred stock and common stock were considered participating securities for purposes of this calculation. However, the two-class method did not impact the net loss per common share attributable to common stockholders as we were in a loss position for each of the periods presented and the redeemable convertible preferred stockholders did not have a contractual obligation to participate in losses. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. |
Short-term investments | Short-term investments Our investment policy limits investments to highly-rated instruments that mature in less than 12 months. We classify our short-term investments as available for sale. |
Accounts receivable | Accounts receivable |
Property and Equipment | Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-3 years Capitalized internal-use software costs 3 years |
Intangible assets | Intangible assets Intangible assets include developed technologies, customer relationships, customer contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 2-10 years Customer relationships and contracts 6 years Computer software licenses 2-5 years Trademarks 2 years |
Goodwill | Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are |
Deferred offering costs | Deferred offering costs |
Common stock warrants | Common stock warrants We account for freestanding warrants to purchase shares of our common stock that are not considered indexed to our own stock as warrant liabilities on our consolidated balance sheets until the point in time that they qualify for equity classification. We record liability-classified common stock warrants at their estimated fair value because they are free standing and the number of shares exercisable increases as we make advances on our credit facility. |
Business combinations | Business combinations We account for an acquisition as a business combination if we obtain control of a business. Assets and liabilities acquired in a business combination generally are recorded at fair value and any associated acquisition costs are expensed as incurred in general and administrative expenses. |
Advertising cost | Advertising costs |
Development cost and internal-use software | Development costs and internal-use software Our technology products are generally developed to be sold externally. We determined that technological feasibility for our technology products to be sold externally is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. |
Stock-based compensation | Stock-based compensation Stock-based awards, including stock options and RSUs, are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. For awards subject to performance conditions, we record expense when the performance condition becomes probable. We record forfeitures of stock-based awards as the actual forfeitures occur. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. We have issued two types of employee stock-based awards, standard and two-tier. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation expense on a straight-line basis over the vesting period. Two-tier employee stock-based awards contain both a service-based condition and performance condition, defined as the earlier of (i) an acquisition or change in control of the company or (ii) upon the occurrence of an initial public offering by the Company. A change in control event and effective registration event are not deemed probable until consummated; accordingly, no expense is recorded related to two-tier stock options until the performance condition becomes probable of occurring. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. The service-based condition is generally a service period of four years . Upon closing our IPO, we recorded cumulative share-based compensation expense of approximately $6.0 million using the accumulated attribution method for two-tier employee stock-based awards for which the service condition had been satisfied at that date. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. The impact on our consolidated financial statements was immaterial. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. |
Concentration of credit risk | Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from customers. We review the expected collectability of accounts receivable and record an allowance for doubtful accounts for amounts that we determine are not collectible. |
Income taxes | Income taxes Deferred income tax balances are accounted for using the liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and credit carryforwards. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (Tax Act) was enacted into law and the new legislation contains several key tax provisions that affect us, including the reduction of the corporate income tax rate to 21%, effective January 1, 2018. We were required to recognize the effect of the tax law changes in the period of enactment. As such, we remeasured our consolidated deferred tax assets and liabilities as of December 31, 2017 to reflect the lower rate and also reassessed the net realizability of those deferred tax assets and liabilities. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because we have net operating loss carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, such as the Tax Act, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of acquisition-related consideration payable, operating lease liabilities, and long-term debt approximate fair value based on interest rates available for debt with similar terms at December 31, 2019 and 2018 . Money market funds and short-term investments are measured at fair value on a recurring basis. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1- Quoted prices in active markets for identical assets or liabilities. • Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Leases | Leases We account for our leases in accordance with Accounting Standards Codification Topic 842, Leases . We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheets. We have adopted the short-term lease recognition exemption policy. All of our leasing commitments are classified either as operating leases or otherwise qualify as short-term leases with lease terms of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease contracts do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease executory costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not have lease agreements that contain non-lease components, which generally would be accounted for separately. |
Foreign Currency | Foreign Currency The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity (deficit). We record foreign exchange gains and losses in interest and other expense, net. Our net foreign exchange gains and losses were not material for the periods presented. |
Accounting pronouncements | Accounting pronouncements adopted In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07) . ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new standard became effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted ASU 2018-07 as of January 1, 2019 and applied the standard prospectively. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent accounting pronouncements In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , which requires the measurement and recognition of expected credit losses for certain financial instruments, which includes our accounts receivable and available-for-sale debt securities. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. These changes will result in earlier recognition of credit losses. We will adopt ASU 2016-13 effective January 1, 2020. We are currently evaluating new credit loss models and updating our processes and controls in connection with the adoption of ASU 2016-13. Based on the current composition of our investment portfolio, current market conditions, and historical credit loss activity, we expect that the initial adoption of this ASU will not have a material impact on our consolidated financial statements and related disclosures. In January 2017, FASB issued ASU 2017-04, Intangibles-Goodwill and Other - Simplifying the Test for Goodwill Impairment (Topic 350) , that simplifies how an entity is required to test goodwill for impairment by eliminating the second step of the impairment test. The second step measures a goodwill impairment loss by comparing the fair value of a reporting unit to the carrying amount. Under the new standard, if the carrying amount of the reporting unit exceeds its fair value, the carrying amount of goodwill is reduced by the excess reporting unit carrying amount up to the carrying amount of the goodwill. We will adopt ASU 2017-04 for annual or interim goodwill impairment tests in reporting periods beginning after December 15, 2019. This ASU will apply to our reporting requirements in performing goodwill impairment testing; however, we expect that the initial adoption of this ASU will not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We expect that the disclosure changes that result from the adoption of this ASU will not have a material impact on our consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, useful life | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-3 years Capitalized internal-use software costs 3 years Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment $ 7,951 $ 6,769 Leasehold improvements 2,234 1,704 Furniture and fixtures 1,030 1,406 Capitalized internal-use software costs 1,866 1,482 Computer software 972 972 Capital lease equipment 37 37 Total property and equipment 14,090 12,370 Less: accumulated depreciation (9,795 ) (7,694 ) Property and equipment, net $ 4,295 $ 4,676 |
Schedule of intangible asset, useful life | The estimated useful life of each asset category is as follows: Developed technologies 2-10 years Customer relationships and contracts 6 years Computer software licenses 2-5 years Trademarks 2 years The weighted-average remaining amortization period by type of intangible assets as of December 31, 2019 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 5.4 Customer relationships and contracts 2.5 Computer software licenses 2.3 Trademarks 0.5 As of December 31, 2019 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (16,548 ) $ 19,581 Customer relationships and contracts 4,164 (2,773 ) 1,391 Computer software licenses 7,114 (2,576 ) 4,538 Trademarks 100 (75 ) 25 Total intangible assets $ 47,507 $ (21,972 ) $ 25,535 As of December 31, 2018 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (12,720 ) $ 23,409 Customer relationships and contracts 4,164 (2,080 ) 2,084 Computer software licenses 3,554 (818 ) 2,736 Trademarks 100 (25 ) 75 Total intangible assets $ 43,947 $ (15,643 ) $ 28,304 |
Schedules of concentration of risk | The following table depicts the largest customers’ outstanding net accounts receivable balance as a percentage of the total outstanding net accounts receivable balance: As of December 31, 2019 2018 Customer A less than 10% 13% There were no other customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable balance greater than 10% as of December 31, 2019 and 2018 . |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue disaggregated by type of arrangement | The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2019 2018 2017 Recurring technology $ 83,791 $ 55,266 $ 28,003 One-time technology (i.e., perpetual license) 184 1,958 3,690 Professional services 70,966 55,350 41,388 Total revenue $ 154,941 $ 112,574 $ 73,081 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reporting Unit | Goodwill by reporting unit is as follows (in thousands): As of December 31, 2019 2018 Technology $ 2,912 $ 2,912 Professional services 782 782 Total goodwill $ 3,694 $ 3,694 |
Schedule of Intangible Assets | The estimated useful life of each asset category is as follows: Developed technologies 2-10 years Customer relationships and contracts 6 years Computer software licenses 2-5 years Trademarks 2 years The weighted-average remaining amortization period by type of intangible assets as of December 31, 2019 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 5.4 Customer relationships and contracts 2.5 Computer software licenses 2.3 Trademarks 0.5 As of December 31, 2019 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (16,548 ) $ 19,581 Customer relationships and contracts 4,164 (2,773 ) 1,391 Computer software licenses 7,114 (2,576 ) 4,538 Trademarks 100 (75 ) 25 Total intangible assets $ 47,507 $ (21,972 ) $ 25,535 As of December 31, 2018 , intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 36,129 $ (12,720 ) $ 23,409 Customer relationships and contracts 4,164 (2,080 ) 2,084 Computer software licenses 3,554 (818 ) 2,736 Trademarks 100 (25 ) 75 Total intangible assets $ 43,947 $ (15,643 ) $ 28,304 |
Schedule of Future Amortization Expense | As of December 31, 2019 , future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2020 $ 6,627 2021 5,945 2022 4,716 2023 3,171 2024 3,041 Thereafter 2,035 Total future amortization expense $ 25,535 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-3 years Capitalized internal-use software costs 3 years Property and equipment consisted of the following (in thousands): As of December 31, 2019 2018 Computer equipment $ 7,951 $ 6,769 Leasehold improvements 2,234 1,704 Furniture and fixtures 1,030 1,406 Capitalized internal-use software costs 1,866 1,482 Computer software 972 972 Capital lease equipment 37 37 Total property and equipment 14,090 12,370 Less: accumulated depreciation (9,795 ) (7,694 ) Property and equipment, net $ 4,295 $ 4,676 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Short-Term Investments Measured at Fair Value | The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2019 : Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds 17,175 — — 17,175 17,175 — U.S. treasury notes 58,130 34 — 58,164 — 58,164 Commercial paper 46,973 — — 46,973 — 46,973 Corporate bonds 64,978 27 (5 ) 65,000 — 65,000 Asset-backed securities 40,090 18 — 40,108 — 40,108 Total $ 227,346 $ 79 $ (5 ) $ 227,420 $ 17,175 $ 210,245 The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2018 : Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds 23,085 — — 23,085 23,085 — U.S. treasury notes 4,175 — (1 ) 4,174 1,396 2,778 Commercial paper 3,976 — — 3,976 1,993 1,983 Corporate bonds 998 — — 998 998 — Total $ 32,234 $ — $ (1 ) $ 32,233 $ 27,472 $ 4,761 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 were as follows (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 17,175 $ — $ — $ 17,175 U.S. Treasury notes 58,164 — — 58,164 Commercial paper — 46,973 — 46,973 Corporate bonds — 65,000 — 65,000 Asset-backed securities — 40,108 — 40,108 Total assets measured at fair value on a recurring basis $ 75,339 $ 152,081 $ — $ 227,420 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 were as follows (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 23,085 $ — $ — $ 23,085 U.S. Treasury notes 4,174 — — 4,174 Commercial paper — 3,976 — 3,976 Corporate bonds — 998 — 998 Total assets measured at fair value on a recurring basis $ 27,259 $ 4,974 $ — $ 32,233 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of December 31, 2019 and 2018 , accrued liabilities consisted of the following (in thousands): As of December 31, 2019 2018 Accrued compensation and benefit expenses $ 4,278 $ 5,888 Other accrued liabilities 4,666 3,315 Total accrued liabilities $ 8,944 $ 9,203 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | Maturities of lease liabilities under operating leases at December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 3,000 2021 824 2022 399 2023 410 2024 152 Thereafter — Total lease payments 4,785 Less: Imputed interest (325 ) Total lease liability $ 4,460 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2019 and 2018 is as follows (in thousands other than weighted average amounts): As of December 31, 2019 2018 Operating lease right-of-use assets $ 3,787 $ 6,344 Operating lease liabilities, current $ 2,806 $ 2,577 Operating lease liabilities, noncurrent 1,654 4,228 Total operating lease liabilities $ 4,460 $ 6,805 Weighted-average remaining operating lease term (years) 2.2 2.6 Weighted-average operating lease discount rate 5.6 % 5.5 % |
Acquisition-related considera_2
Acquisition-related consideration payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Future Minimum Cash Commitments | Future minimum cash commitments as part of prior-year asset acquisitions and business combinations as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 2,250 2021 2,000 Total cash commitments as part of acquisitions 4,250 Less: Imputed interest (198 ) Total acquisition-related consideration payable $ 4,052 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of term credit facilities | As of December 31, 2019 , our term credit facilities consisted of the following, excluding debt discount and issue costs of $1.8 million (in thousands): Balance Remaining Capacity Interest Rate Basis Rate OrbiMed term loan $ 50,000 $ 30,000 10.00 % Higher of LIBOR plus 7.5% and 10.0% SVB revolving line of credit — 5,000 5.25 % Prime plus 0.50% Total credit facilities 50,000 $ 35,000 Less: Current portion of credit facilities — Credit facilities, less current portion $ 50,000 As of December 31, 2018 , our term credit facilities consisted of the following, excluding debt discount and issue costs of $1.2 million (in thousands): Balance Remaining Capacity Interest Rate Basis Rate SVB term loan $ 20,000 $ — 11.75 % Prime plus 6.25% SVB revolving line of credit 1,321 18,679 6.00 % Prime plus 0.50% Total credit facilities 21,321 $ 18,679 Less: Current portion of credit facilities (1,321 ) Credit facilities, less current portion $ 20,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of the effects of the excess of the tender offer repurchase price over the estimated fair value of the common stock redeemed from team members | The effects of the excess of the tender offer repurchase price over the estimated fair value of the common stock redeemed from team members on the statement of operations for the year ended December 31, 2018 are summarized in the following table (in thousands): 2018 Cost of revenue $ 312 Sales and marketing 3,967 Research and development 906 General and administrative 3,133 Total compensation expense from repurchase $ 8,318 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of the calculation of basic and diluted net loss per share attributable to common stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended 2019 2018 2017 Numerator: Net loss attributable to common stockholders $ (240,922 ) $ (114,021 ) $ (58,780 ) Denominator: Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted 18,741,119 4,798,363 4,846,511 Net loss per share attributable to common stockholders, basic and diluted $ (12.86 ) $ (23.76 ) $ (12.13 ) |
Schedule of share totals with a potentially dilutive impact | The following table contains share totals with a potentially dilutive impact: As of December 31, 2019 2018 2017 Redeemable convertible preferred stock — 22,713,694 21,109,771 Common stock options 7,847,716 7,237,417 4,705,171 Restricted stock units 503,861 — — Common stock warrants — 255,336 255,336 Total potentially dilutive securities 8,351,577 30,206,447 26,070,278 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award Valuation Assumptions | The fair value of our option grants is estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Expected volatility 43.8%-44.5% 43.6%-47.6% 46.5%-48.4% Expected term (in years) 6.3 6.3 6.3 Risk-free interest rate 2.4%-2.5% 2.5%-3.0% 2.0%-2.2% Expected dividends — — — |
Schedule of Stock-based Compensation Expense | The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2019 2018 2017 Options $ 14,837 $ 4,037 $ 4,241 Restricted stock units 2,034 — — Employee stock purchase plan 973 — — Other — 161 — Total stock-based compensation $ 17,844 $ 4,198 $ 4,241 Year Ended December 31, 2019 2018 2017 Cost of revenue $ 1,168 $ 558 $ 579 Sales and marketing 3,811 1,514 1,192 Research and development 4,841 787 707 General and administrative 8,024 1,339 1,763 Total stock-based compensation $ 17,844 $ 4,198 $ 4,241 |
Schedule of Information Related to Stock Options | A summary of the share option activity under the Health Catalyst Stock Plan for the years ended December 31, 2019 and 2018 , is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2018 4,705,171 $ 7.88 Options granted 3,352,644 10.84 Options exercised (723,902 ) 4.20 Options cancelled/forfeited (96,496 ) 9.32 Outstanding at December 31, 2018 7,237,417 $ 9.60 7.9 $ 45,159,058 Options granted 1,198,121 16.00 Options exercised (373,292 ) 7.11 Options cancelled/forfeited (214,530 ) 10.53 Outstanding at December 31, 2019 7,847,716 $ 10.67 7.1 $ 188,573,947 Vested and expected to vest as of December 31, 2019 7,847,716 $ 10.67 7.1 $ 188,573,947 Vested and exercisable as of December 31, 2019 4,248,921 $ 9.10 5.8 $ 108,735,716 |
Schedule of Restricted Stock Unit | The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2019 : Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2019 — $ — RSUs granted 504,361 37.57 RSUs forfeited (500 ) 44.43 Unvested and outstanding at December 31, 2019 503,861 $ 37.57 |
Schedule of Employee Stock Purchase Plan | The fair value of the purchase right for the ESPP option is estimated on the date of grant using the Black-Scholes model with the following assumptions for the initial offering period: Expected volatility 44.2% Expected term (in years) 0.4 Risk-free interest rate 2.1% Expected dividends — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | For the years ended December 31, 2019 , 2018 , and 2017 , the income tax provision (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current taxes: Federal $ 11 $ — $ — Foreign 10 — — State 81 28 12 Total current tax provision 102 28 12 Deferred taxes: Federal 33 (135 ) — State 7 (28 ) 14 Total deferred provision (benefit) 40 (163 ) 14 Total income tax provision (benefit) $ 142 $ (135 ) $ 26 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Tax at U.S. statutory rates 21.0 % 21.0 % 34.0 % State income tax, net of federal tax effect (0.1 ) — — Federal research and development credits 17.2 0.7 1.0 Stock-based compensation (1.5 ) (0.4 ) (2.0 ) Change in valuation allowance (36.6 ) (20.9 ) 23.8 U.S. tax reform — — (56.7 ) Other, net (0.2 ) (0.2 ) (0.2 ) Effective income tax rate (0.2 )% 0.2 % (0.1 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Deferred income tax assets: Net operating loss carryforwards $ 68,643 $ 59,645 Research and development credits 16,348 2,372 Intangible assets 5,354 5,393 Stock-based compensation 4,562 1,398 Deferred revenue 1,779 1,500 Interest limitation carryforward 1,983 554 Operating lease liabilities 1,219 1,808 Property and equipment 511 120 Accrued expenses 556 512 Allowance for bad debt 106 122 Other 52 63 Total deferred income tax assets 101,113 73,487 Valuation allowance (98,370 ) (70,258 ) Net deferred income tax assets 2,743 3,229 Deferred income tax liabilities: Prepaid expenses (1,537 ) (1,229 ) Operating lease right-of-use assets (967 ) (1,618 ) Deferred contract costs (239 ) (155 ) Indefinite-lived intangible assets (41 ) (227 ) Total deferred income tax liabilities (2,784 ) (3,229 ) Net deferred income tax liabilities $ (41 ) $ — |
Summary of Unrecognized Tax Benefits | We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 2017 Beginning balance $ 2,372 $ 1,939 $ 1,305 Decrease in unrecognized tax benefits taken in prior years (957 ) — — Increase in unrecognized tax benefits related to the current year 401 433 634 Ending balance $ 1,816 $ 2,372 $ 1,939 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment revenue | Segment revenue and Adjusted Gross Profit for the years ended December 31, 2019 , 2018 , and 2017 were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Revenue: Technology $ 83,975 $ 57,224 $ 31,693 Professional Services 70,966 55,350 41,388 Total revenue $ 154,941 $ 112,574 $ 73,081 |
Schedule of segment adjusted gross profit | Year Ended December 31, 2019 2018 2017 Adjusted Gross Profit: Technology $ 56,378 $ 37,901 $ 20,148 Professional Services 24,494 16,028 9,870 Total reportable segments Adjusted Gross Profit 80,872 53,929 30,018 Less Adjusted Gross Profit reconciling items: Stock-based compensation (1,168 ) (558 ) (579 ) Tender offer payments deemed compensation (1) — (312 ) — Post-acquisition restructuring costs (2) (108 ) (337 ) — Less other reconciling items: Sales and marketing (47,284 ) (44,123 ) (25,920 ) Research and development (46,252 ) (38,592 ) (28,470 ) General and administrative (31,713 ) (22,690 ) (14,697 ) Depreciation and amortization (9,212 ) (7,412 ) (5,892 ) Debt extinguishment costs (1,670 ) — — Interest and other expense, net (3,419 ) (2,024 ) (1,469 ) Net loss before income taxes $ (59,954 ) $ (62,119 ) $ (47,009 ) ____________________ (1) Tender offer payments deemed compensation included in the Adjusted Gross Profit reconciliation above relate to employee compensation from repurchases of common stock at a price in excess of its estimated fair value. For additional details refer to Note 12 in the consolidated financial statements. (2) Post-acquisition restructuring costs included in the Adjusted Gross Profit reconciliation above relate to severance charges following the acquisition of Medicity. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | Jul. 29, 2019USD ($)$ / sharesshares | Jul. 10, 2019 | Sep. 30, 2019segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance costs | $ 4,610,000 | $ 0 | $ 0 | |||
Shares issued upon conversion (in shares) | shares | 23,151,481 | |||||
Stock split conversion ratio | 0.5 | |||||
Number of operating segments (in segments) | segment | 2 | |||||
Number of reportable segments (in segments) | segment | 2 | 2 | ||||
Term for most subscription contracts | 3 years | |||||
Allowed termination period for most subscription contracts | 1 year | |||||
Notice required for termination for most subscription contracts | 90 days | |||||
Unbilled accounts receivable | $ 2,900,000 | 3,400,000 | 2,800,000 | |||
Deferred revenue | 32,100,000 | 32,000,000 | 10,700,000 | |||
Deferred contract fulfillment costs | 900,000 | 600,000 | ||||
Allowance for doubtful accounts | 400,000 | 500,000 | ||||
Goodwill impairment | 0 | 0 | 0 | |||
Advertising expense | $ 4,900,000 | $ 5,000,000 | $ 5,900,000 | |||
Service period (in years) | 4 years | |||||
Stock Incentive Plan | Performance shares | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Service period (in years) | 4 years | |||||
Cumulative catch-up compensation expense | $ 6,000,000 | |||||
Capitalized internal-use software costs | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Property, plant and equipment, useful life (in years) | 3 years | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 8,050,000 | |||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 26 | |||||
Proceeds from issuance of common stock | $ 194,600,000 | |||||
Issuance costs | $ 4,600,000 | |||||
Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 1,050,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Capitalized internal-use software costs | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Customer relationships and contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 6 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Maximum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 10 years |
Maximum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
Minimum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Minimum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of concentration of risk (Details) - Customer A - Customer concentration risk | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivable | |
Product Information [Line Items] | |
Concentration risk (in percentage) | 13.00% |
Revenue | |
Product Information [Line Items] | |
Concentration risk (in percentage) | 12.00% |
Revenue - Schedule of Revenue
Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 154,941 | $ 112,574 | $ 73,081 |
Recurring technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 83,791 | 55,266 | 28,003 | |
One-time technology (i.e., perpetual license) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 184 | 1,958 | 3,690 | |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 70,966 | $ 55,350 | $ 41,388 |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Geographic Concentration Risk | Revenue from contract with customer benchmark | UNITED STATES | |||
Disaggregation of Revenue [Line Items] | |||
Revenue related to contracts with customers (percentage) | 99.70% | 99.40% | 99.50% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of operating segments (in segments) | 2 | |||
Number of reportable segments (in segments) | 2 | 2 | ||
Amortization of intangible assets | $ | $ 6.3 | $ 5.1 | $ 4.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Goodwill | $ 3,694 | $ 3,694 |
Technology | ||
Goodwill [Line Items] | ||
Goodwill | 2,912 | 2,912 |
Professional services | ||
Goodwill [Line Items] | ||
Goodwill | $ 782 | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 47,507 | $ 43,947 |
Accumulated Amortization | (21,972) | (15,643) |
Total future amortization expense | 25,535 | 28,304 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 36,129 | 36,129 |
Accumulated Amortization | (16,548) | (12,720) |
Total future amortization expense | 19,581 | 23,409 |
Customer relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4,164 | 4,164 |
Accumulated Amortization | (2,773) | (2,080) |
Total future amortization expense | 1,391 | 2,084 |
Computer software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 7,114 | 3,554 |
Accumulated Amortization | (2,576) | (818) |
Total future amortization expense | 4,538 | 2,736 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 100 | 100 |
Accumulated Amortization | (75) | (25) |
Total future amortization expense | $ 25 | $ 75 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Remaining Amortization Period (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 5 years 4 months 24 days |
Customer relationships and contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 6 months |
Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 3 months 18 days |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 6 months |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 6,627 | |
2021 | 5,945 | |
2022 | 4,716 | |
2023 | 3,171 | |
2024 | 3,041 | |
Thereafter | 2,035 | |
Total future amortization expense | $ 25,535 | $ 28,304 |
Property and Equipment - Compo
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,090 | $ 12,370 |
Less: accumulated depreciation | (9,795) | (7,694) |
Property and equipment, net | 4,295 | 4,676 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,951 | 6,769 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,234 | 1,704 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,030 | 1,406 |
Capitalized internal-use software costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,866 | 1,482 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 972 | 972 |
Capital lease equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 37 | $ 37 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.9 | $ 2.3 | $ 1.4 |
Capitalized internal-use software | 0.4 | 0.2 | 1.3 |
Capitalized internal use software cost amortization expense | $ 0.5 | $ 0.4 | $ 0.1 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 227,346 | $ 32,234 |
Unrealized Gains | 79 | 0 |
Unrealized Losses | (5) | (1) |
Fair Value | 227,420 | 32,233 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 17,175 | 23,085 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 17,175 | 23,085 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 58,130 | 4,175 |
Unrealized Gains | 34 | 0 |
Unrealized Losses | 0 | (1) |
Fair Value | 58,164 | 4,174 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 46,973 | 3,976 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 46,973 | 3,976 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 64,978 | 998 |
Unrealized Gains | 27 | 0 |
Unrealized Losses | (5) | 0 |
Fair Value | 65,000 | 998 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,090 | |
Unrealized Gains | 18 | |
Unrealized Losses | 0 | |
Fair Value | 40,108 | |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 17,175 | 27,472 |
Cash equivalents | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 17,175 | 23,085 |
Cash equivalents | U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 1,396 |
Cash equivalents | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 1,993 |
Cash equivalents | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 998 |
Cash equivalents | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | |
Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 210,245 | 4,761 |
Short-term Investments | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Short-term Investments | U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 58,164 | 2,778 |
Short-term Investments | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 46,973 | 1,983 |
Short-term Investments | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 65,000 | $ 0 |
Short-term Investments | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 40,108 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | $ 227,420 | $ 32,233 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 17,175 | 23,085 |
U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 58,164 | 4,174 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 46,973 | 3,976 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 65,000 | 998 |
Asset-backed securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 40,108 | |
Fair value, recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 23,085 | |
Total assets measured at fair value on a recurring basis | 227,420 | 32,233 |
Fair value, recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 23,085 | |
Total assets measured at fair value on a recurring basis | 75,339 | 27,259 |
Fair value, recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Total assets measured at fair value on a recurring basis | 152,081 | 4,974 |
Fair value, recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Total assets measured at fair value on a recurring basis | 0 | 0 |
Fair value, recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 17,175 | |
Fair value, recurring | Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 17,175 | |
Fair value, recurring | Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Fair value, recurring | Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Fair value, recurring | U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 58,164 | |
Fair Value | 4,174 | |
Fair value, recurring | U.S. Treasury notes | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 58,164 | |
Fair Value | 4,174 | |
Fair value, recurring | U.S. Treasury notes | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Fair Value | 0 | |
Fair value, recurring | U.S. Treasury notes | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | |
Fair Value | 0 | |
Fair value, recurring | Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 46,973 | 3,976 |
Fair value, recurring | Commercial paper | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | 0 |
Fair value, recurring | Commercial paper | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 46,973 | 3,976 |
Fair value, recurring | Commercial paper | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | 0 |
Fair value, recurring | Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 65,000 | 998 |
Fair value, recurring | Corporate bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | 0 |
Fair value, recurring | Corporate bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 65,000 | 998 |
Fair value, recurring | Corporate bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | $ 0 |
Fair value, recurring | Asset-backed securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 40,108 | |
Fair value, recurring | Asset-backed securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | |
Fair value, recurring | Asset-backed securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 40,108 | |
Fair value, recurring | Asset-backed securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | $ 0 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefit expenses | $ 4,278 | $ 5,888 |
Other accrued liabilities | 4,666 | 3,315 |
Total accrued liabilities | $ 8,944 | $ 9,203 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Long-term leases with terms of greater than 12 months | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 3.2 | $ 2.2 | $ 1.8 |
Short-term leases with terms of 12 months or less | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 0.2 | $ 0.5 | $ 0.6 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, renewal term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, renewal term | 5 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 3,000 | |
2021 | 824 | |
2022 | 399 | |
2023 | 410 | |
2024 | 152 | |
Thereafter | 0 | |
Total lease payments | 4,785 | |
Less: Imputed interest | (325) | |
Total lease liability | $ 4,460 | $ 6,805 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ (3,787) | $ (6,344) |
Operating lease liabilities, current | (2,806) | (2,577) |
Operating lease liabilities, noncurrent | (1,654) | (4,228) |
Total operating lease liabilities | $ 4,460 | $ 6,805 |
Weighted-average remaining operating lease term (years) | 2 years 2 months 12 days | 2 years 7 months 6 days |
Weighted-average operating lease discount rate (in percentage) | 5.60% | 5.50% |
Acquisition-related considera_3
Acquisition-related consideration payable (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Business Combinations [Abstract] | |
2020 | $ 2,250 |
2021 | 2,000 |
Total cash commitments as part of acquisitions | 4,250 |
Less: Imputed interest | (198) |
Total acquisition-related consideration payable | $ 4,052 |
Credit Facilities - Narrative
Credit Facilities - Narrative (Details) - USD ($) | Feb. 06, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||||||
Debt discount and issuance cost | $ 1,800,000 | $ 1,200,000 | |||||
Advances from line of credit | 47,169,000 | 9,950,000 | $ 9,787,000 | ||||
Loss on extinguishment of debt | (1,670,000) | 0 | 0 | ||||
Repayments of lines of credit | 21,821,000 | $ 0 | $ 0 | ||||
Silicon Valley Bank | Term loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Prepayment premium | $ 500,000 | ||||||
Write off of deferred debt issuance cost | 1,200,000 | ||||||
Loss on extinguishment of debt | 1,700,000 | ||||||
Repayments of lines of credit | 20,000,000 | ||||||
Silicon Valley Bank | Revolving line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Repayments of lines of credit | 1,300,000 | ||||||
Silicon Valley Bank | Loan and Security Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Advances from line of credit | $ 1,300,000 | ||||||
Current borrowing capacity | 5,000,000 | ||||||
Cash or cash equivalents on deposits | 5,000,000 | ||||||
Option to increase the maximum borrowing capacity | 10,000,000 | ||||||
Silicon Valley Bank | Mezzanine Loan and Security Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Payments of financing costs | 200,000 | ||||||
Advances from line of credit | $ 10,000,000 | $ 10,000,000 | |||||
OrbiMed Royalty Opportunities II, LP | Senior Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Payments of financing costs | 2,400,000 | ||||||
Amount borrowed | 80,000,000 | ||||||
Current borrowing capacity | 50,000,000 | ||||||
Additional borrowing capacity available | 30,000,000 | ||||||
Debt issuance costs | $ 300,000 | ||||||
Debt covenant on minimum requirement on technology revenue for 12 months to borrow 1 | 60,000,000 | ||||||
Debt covenant on minimum requirement on technology revenue for 12 months to borrow 2 | $ 80,000,000 | ||||||
Exit fee | 5.00% | ||||||
Minimum | Revolving line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis rate (in percentage) | 10.00% | ||||||
Minimum | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt covenant borrowing capacity based on technology revenue | $ 25,000,000 | ||||||
Basis rate (in percentage) | 10.00% | ||||||
Repayment premium (in percentage) | 1.00% | ||||||
Maximum | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt covenant borrowing capacity based on technology revenue | 10,000,000 | ||||||
Debt covenant borrowing capacity based on technology revenue | $ 30,000,000 | ||||||
Repayment premium (in percentage) | 12.00% | ||||||
LIBOR | Revolving line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis rate (in percentage) | 7.50% | ||||||
LIBOR | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Contractual interest rate- basis spread on variable rate (in percentage) | 7.50% |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Term Credit Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Credit facilities | $ 50,000 | $ 21,321 |
Less: current portion of credit facilities | 0 | (1,321) |
Credit facilities, less current portion | 50,000 | 20,000 |
Remaining capacity | 35,000 | 18,679 |
Term loan | ||
Line of Credit Facility [Line Items] | ||
Credit facilities | 50,000 | 20,000 |
Remaining capacity | $ 30,000 | $ 0 |
Interest rate (in percentage) | 10.00% | 11.75% |
Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Credit facilities | $ 0 | $ 1,321 |
Remaining capacity | $ 5,000 | $ 18,679 |
Interest rate (in percentage) | 5.25% | 6.00% |
LIBOR | Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Basis rate (in percentage) | 7.50% | |
Prime rate | Term loan | ||
Line of Credit Facility [Line Items] | ||
Basis rate (in percentage) | 6.25% | |
Prime rate | Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Basis rate (in percentage) | 0.50% | 0.50% |
Minimum | Revolving line of credit | ||
Line of Credit Facility [Line Items] | ||
Basis rate (in percentage) | 10.00% |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 45,427,441 | |||
Redeemable convertible preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |||
Redeemable convertible preferred stock shares issued (in shares) | 0 | 22,713,694 | |||
Redeemable convertible preferred stock, additional shares authorized (in shares) | 1,077,587 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 437,787 | 1,603,923 | 1,124,632 | ||
Redeemable preferred stock issued during period | $ 12,073 | $ 36,239 | $ 23,787 | ||
Issuance costs | 4,610 | 0 | 0 | ||
Accretion of redeemable convertible preferred stock | 180,826 | 52,037 | 11,745 | ||
Temporary equity, carrying amount, attributable to parent | $ 602,700 | $ 0 | $ 409,845 | $ 321,569 | $ 286,037 |
Designated Series A redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 3,587,499 | ||||
Designated Series B redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 4,986,827 | ||||
Designated Series C redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 4,794,007 | ||||
Designated Series D redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 3,314,612 | ||||
Designated Series E redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 6,030,749 | ||||
Designated Series F redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 437,787 | ||||
Issuance costs | $ 100 | ||||
Redeemable preferred stock | |||||
Class of Stock [Line Items] | |||||
Temporary equity, fair value | $ 409,800 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock shares issued (in shares) | 23,151,481 | ||||
Issuance costs | $ 4,600 | ||||
Sale of stock, price per share (in USD per share) | $ 26 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Oct. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 72,565,312 | |||||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 0 | |||||
Shares outstanding (in shares) | 36,731,632 | ||||||
Preferred stock, shares issued (in shares) | 4,832,134 | ||||||
Shares issued to former employees with notes determined to be nonrecourse (in shares) | 52,778 | ||||||
Preferred stock issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | ||||
Cash consideration of stocks repurchased | $ 0 | $ 8,712 | $ 0 | ||||
Fair value of stocks repurchased | 8,712 | ||||||
Board Of Directors, Term | 3 years | ||||||
Debt extinguishment costs | $ (1,670) | 0 | $ 0 | ||||
Repurchase price over the estimated fair value of the common stock redeemed from team members | |||||||
Class of Stock [Line Items] | |||||||
Total compensation expense from repurchase | $ 8,300 | ||||||
Common stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 36,678,854 | 4,779,356 | 4,853,841 | 4,840,810 | |||
Fair value of stocks repurchased | $ 1 | ||||||
Mezzanine loan and security agreement | Common stock warrants | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock (in shares) | 255,336 | ||||||
Warrants and rights outstanding, term | 10 years | ||||||
Exercise price of warrants (in USD per share) | $ 10.66 | ||||||
Deferred financing costs | $ 1,600 | ||||||
Debt conversion, converted instrument, warrants or options issued (in shares) | 255,336 | ||||||
Mezzanine loan and security agreement | Unamortized portion of the debt discount | |||||||
Class of Stock [Line Items] | |||||||
Debt extinguishment costs | $ (1,000) | ||||||
Mezzanine loan and security agreement | Common stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock, shares issued (in shares) | 189,959 | ||||||
Team member | |||||||
Class of Stock [Line Items] | |||||||
Tender Offer (in shares) | 798,372 | ||||||
Cash consideration of stocks repurchased | $ 16,900 | ||||||
Fair value of stocks repurchased | 8,600 | ||||||
Offering costs | $ 100 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Schedule of the Effects of the Tender Offer Repurchase Price Over the Estimated Fair Value of the Common Stock Redeemed (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Total Compensation Expense from Repurchase [Line Items] | ||||
Sales and marketing | [1] | $ 47,284 | $ 44,123 | $ 25,920 |
Research and development | [1] | 46,252 | 38,592 | 28,470 |
General and administrative | [1] | $ 31,713 | 22,690 | $ 14,697 |
Repurchase price over the estimated fair value of the common stock redeemed from team members | ||||
Total Compensation Expense from Repurchase [Line Items] | ||||
Cost of revenue | 312 | |||
Sales and marketing | 3,967 | |||
Research and development | 906 | |||
General and administrative | 3,133 | |||
Total compensation expense from repurchase | $ 8,318 | |||
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (240,922) | $ (114,021) | $ (58,780) |
Denominator: | |||
Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted | 18,741,119 | 4,798,363 | 4,846,511 |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (12.86) | $ (23.76) | $ (12.13) |
Net Loss Per Share - Schedule
Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 8,351,577 | 30,206,447 | 26,070,278 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 0 | 22,713,694 | 21,109,771 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 7,847,716 | 7,237,417 | 4,705,171 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 503,861 | 0 | 0 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 0 | 255,336 | 255,336 |
Stock-Based Compensation - Nar
Stock-Based Compensation - Narrative (Details) - USD ($) | Jul. 23, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | 615,234 | ||||
Service period (in years) | 4 years | ||||
Weighted-average grant date fair value of option (in USD per share) | $ 9.31 | $ 5.30 | $ 5.14 | ||
Shares exercised in period (in shares) | $ 6,500,000 | $ 10,900,000 | $ 100,000 | ||
Total grant-date fair value of stock options vested | 8,100,000 | $ 3,300,000 | 3,600,000 | ||
Nonvested award options, unrecognized compensation expense | $ 16,200,000 | ||||
Shares issued to former employees with notes determined to be nonrecourse (in shares) | 52,778 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Nonvested awards, period for recognition | 2 years 3 months 18 days | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period (in years) | 4 years | ||||
Nonvested awards, period for recognition | 3 years 4 months 24 days | ||||
Vesting period | 1 year | ||||
Unrecognized stock-based compensation expense | $ 16,900,000 | ||||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for grant (in shares) | 750,000 | ||||
Percentage increase of the number of common stock shares (in percentage) | 1.00% | ||||
Total grant-date fair value of stock options vested | $ 3,000,000 | ||||
Amount of shares to be increased by (in shares) | 750,000 | ||||
Maximum employee subscription rate (in percentage) | 15.00% | ||||
Maximum purchase value during offering Period per employee | $ 25,000 | ||||
Maximum purchased shares allowed (in shares) | 2,500 | ||||
Purchase price of common stock (in percentage) | 85.00% | ||||
Shares issued in period (in shares) | 134,766 | ||||
Per share weighted average price of shares purchased (in USD per share) | $ 22.10 | ||||
Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for grant (in shares) | 2,756,607 | 11,272,878 | 8,772,878 | ||
Shares available for grant (in shares) | 2,309,370 | 1,296,793 | |||
Stock Incentive Plan | Performance shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period (in years) | 4 years | ||||
Cumulative catch-up compensation expense | $ 6,000,000 | ||||
Shares exercised in period (in shares) | $ 100,000 | $ 100,000 | |||
Stock Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 256,607 | ||||
Percentage increase of the number of common stock shares (in percentage) | 5.00% | ||||
Stock Incentive Plan 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for grant (in shares) | 2,500,000 |
Stock-Based Compensation - Sto
Stock-Based Compensation - Stock Option Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected dividends | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 43.80% | 43.60% | 46.50% |
Risk-free interest rate (in percentage) | 2.40% | 2.50% | 2.00% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 44.50% | 47.60% | 48.40% |
Risk-free interest rate (in percentage) | 2.50% | 3.00% | 2.20% |
Stock-Based Compensation - Eff
Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 17,844 | $ 4,198 | $ 4,241 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,168 | 558 | 579 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,811 | 1,514 | 1,192 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 4,841 | 787 | 707 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 8,024 | 1,339 | 1,763 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 14,837 | 4,037 | 4,241 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,034 | 0 | 0 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 973 | 0 | 0 |
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 161 | $ 0 |
Stock-Based Compensation - S_2
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Time-Based Option Shares | ||
Outstanding at beginning or period (in shares) | 7,237,417 | 4,705,171 |
Options granted (in shares) | 1,198,121 | 3,352,644 |
Options exercised (in shares) | (373,292) | (723,902) |
Options cancelled/forfeited (in shares) | (214,530) | (96,496) |
Outstanding at end of period (in shares) | 7,847,716 | 7,237,417 |
Vested and expected to vest (in shares) | 7,847,716 | |
Vested and exercisable (in shares) | 4,248,921 | |
Weighted Average Exercise Price | ||
Options outstanding, beginning balance, weighted-average exercise price, beginning balance (in USD per share) | $ 9.60 | $ 7.88 |
Options granted, weighted-average exercise price (in USD per share) | 16 | 10.84 |
Options exercised, weighted-average exercise price (in USD per share) | 7.11 | 4.20 |
Options cancelled/forfeited, weighted-average exercise price, (in USD per share) | 10.53 | 9.32 |
Options outstanding, ending balance, weighted-average exercise price, ending balance (in USD per share) | 10.67 | $ 9.60 |
Vested and expected to vest (in USD per share) | 10.67 | |
Vested and exercisable (in USD per share) | $ 9.10 | |
Weighted Average Remaining Contractual Life in Years | ||
Option shares outstanding, weighted average remaining contractual life | 7 years 1 month 6 days | 7 years 10 months 24 days |
Vested and expected to vest, weighted average remaining contractual life | 7 years 1 month 6 days | |
Vested and exercisable, weighted average remaining contractual life | 5 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Option shares outstanding, aggregate intrinsic value | $ 188,573,947 | $ 45,159,058 |
Option shares vested and expected to vest, aggregate intrinsic value | 188,573,947 | |
Option shares vested and exercisable, aggregate intrinsic value | $ 108,735,716 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Restricted Stock Units | |
Unvested and outstanding, beginning balance (in shares) | shares | 0 |
RSUs granted | shares | 504,361 |
RSUs forfeited | shares | (500) |
Unvested and outstanding, ending balance (in shares) | shares | 503,861 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested and outstanding, beginning balance (in USD per share) | $ / shares | $ 0 |
RSUs granted | $ / shares | 37.57 |
RSUs forfeited | $ / shares | 44.43 |
Unvested and outstanding, ending balance (in USD per share) | $ / shares | $ 37.57 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 44.20% | ||
Expected term (in years) | 12 days | ||
Risk-free interest rate (in percentage) | 2.10% | ||
Expected dividends (in USD per share) | $ 0 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | $ 28.1 | $ 15.9 |
Federal research and development credit carryforwards | 13.5 | |
State research and development credit carryforwards | 5.9 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | 269.1 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | $ 215.2 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current taxes: | |||
Federal | $ 11 | $ 0 | $ 0 |
Foreign | 10 | 0 | 0 |
State | 81 | 28 | 12 |
Total current tax provision | 102 | 28 | 12 |
Deferred taxes: | |||
Federal | 33 | (135) | 0 |
State | 7 | (28) | 14 |
Total deferred provision (benefit) | 40 | (163) | 14 |
Total income tax provision (benefit) | $ 142 | $ (135) | $ 26 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rates | 21.00% | 21.00% | 34.00% |
State income tax, net of federal tax effect | (0.10%) | 0.00% | 0.00% |
Federal research and development credits | 17.20% | 0.70% | 1.00% |
Stock-based compensation | (1.50%) | (0.40%) | (2.00%) |
Change in valuation allowance | (36.60%) | (20.90%) | 23.80% |
U.S. tax reform | 0 | 0 | (0.567) |
Other, net | (0.20%) | (0.20%) | (0.20%) |
Effective income tax rate | (0.20%) | 0.20% | (0.10%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 68,643 | $ 59,645 |
Research and development credits | 16,348 | 2,372 |
Intangible assets | 5,354 | 5,393 |
Stock-based compensation | 4,562 | 1,398 |
Deferred revenue | 1,779 | 1,500 |
Interest limitation carryforward | 1,983 | 554 |
Operating lease liabilities | 1,219 | 1,808 |
Property and equipment | 511 | 120 |
Accrued expenses | 556 | 512 |
Allowance for bad debt | 106 | 122 |
Other | 52 | 63 |
Total deferred income tax assets | 101,113 | 73,487 |
Valuation allowance | (98,370) | (70,258) |
Deferred income tax liabilities: | 2,743 | 3,229 |
Deferred income tax liabilities: | ||
Prepaid expenses | (1,537) | (1,229) |
Indefinite-lived intangible assets | (967) | (1,618) |
Deferred contract costs | 239 | 155 |
Deferred contract costs | (41) | (227) |
Total deferred income tax liabilities | (2,784) | (3,229) |
Net deferred income tax liabilities | $ (41) | $ 0 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unrecognized Tax Benefits | |||
Beginning balance | $ 2,372 | $ 1,939 | $ 1,305 |
Decrease in unrecognized tax benefits taken in prior years | (957) | 0 | 0 |
Increase in unrecognized tax benefits related to the current year | 401 | 433 | 634 |
Ending balance | $ 1,816 | $ 2,372 | $ 1,939 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Remaining Performance Obligation (Details) | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation (in percentage) | 80.00% |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Product Information [Line Items] | |
Percentage of revenue recognized was included in deferred revenue (in percentage) | 15.00% |
Revenue remaining performance obligation amount | $ 54.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Technology and professional services | |
Product Information [Line Items] | |
Service contract term | 3 years |
Allowed termination period | 1 year |
Notice required for termination | 90 days |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Rent expense | $ 0.6 | ||
Deferred revenue | $ 32.1 | $ 32 | 10.7 |
Board member | |||
Related Party Transaction [Line Items] | |||
Revenue recognized from related party | 3 | 3.8 | $ 8.6 |
Receivables from related party | 0.6 | 0.1 | |
Deferred revenue | 0.5 | 0.4 | |
Acquisition-related consideration payable to related party | $ 1.2 | $ 3.3 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, contributions | $ 5.3 | $ 4.6 | $ 3.5 |
Defined contribution plan employer matching contribution percent of match (in percentage) | 100.00% | ||
Defined contribution plan employer matching contribution percent of employees' gross pay (in percentage) | 6.00% |
Segments - Narrative (Details)
Segments - Narrative (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of operating segments (in segments) | 2 | |
Number of reportable segments (in segments) | 2 | 2 |
Segments - Scheduled of Segmen
Segments - Scheduled of Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | [1] | $ 154,941 | $ 112,574 | $ 73,081 |
Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 83,975 | 57,224 | 31,693 | |
Professional services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 70,966 | $ 55,350 | $ 41,388 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Segments - Schedule of Segment
Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | $ (17,844) | $ (4,198) | $ (4,241) | |
Less other reconciling items: | ||||
Sales and marketing | [1] | (47,284) | (44,123) | (25,920) |
Research and development | [1] | (46,252) | (38,592) | (28,470) |
General and administrative | [1] | (31,713) | (22,690) | (14,697) |
Depreciation and amortization | [1] | (9,212) | (7,412) | (5,892) |
Debt extinguishment costs | (1,670) | 0 | 0 | |
Interest and other expense, net | (3,419) | (2,024) | (1,469) | |
Loss before income taxes | (59,954) | (62,119) | (47,009) | |
Operating segments | ||||
Adjusted Gross Profit: | ||||
Gross profit | 80,872 | 53,929 | 30,018 | |
Operating segments | Technology | ||||
Adjusted Gross Profit: | ||||
Gross profit | 56,378 | 37,901 | 20,148 | |
Operating segments | Professional services | ||||
Adjusted Gross Profit: | ||||
Gross profit | 24,494 | 16,028 | 9,870 | |
Segment reconciling items | ||||
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | (1,168) | (558) | (579) | |
Tender offer payments deemed compensation | 0 | (312) | 0 | |
Post-acquisition restructuring costs | (108) | (337) | 0 | |
Less other reconciling items: | ||||
Sales and marketing | (47,284) | (44,123) | (25,920) | |
Research and development | (46,252) | (38,592) | (28,470) | |
General and administrative | (31,713) | (22,690) | (14,697) | |
Depreciation and amortization | (9,212) | (7,412) | (5,892) | |
Debt extinguishment costs | (1,670) | 0 | 0 | |
Interest and other expense, net | $ (3,419) | $ (2,024) | $ (1,469) | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event | Feb. 21, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Business combination, consideration transferred, cash | $ | $ 15,000,000 |
Equity interest issuable subject to conditions (in shares) | shares | 145,036 |
Business acquisition, stock-based compensation shares issuable, vesting period | 1 year |
Stock compensation expected to be recognized | $ | $ 5,400,000 |
Able Health, Inc. | |
Subsequent Event [Line Items] | |
Equity interest in acquiree, fair value | $ | $ 19,000,000 |
Equity interest issuable (in shares) | shares | 110,662 |
Share price (in USD per share) | $ / shares | $ 30.11 |
Business acquisition, stock-based compensation shares issuable (in shares) | shares | 179,392 |