Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 | 10897 South River Front Parkway #300 | |
Entity Address, City or Town | South Jordan | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84095 | |
City Area Code | 801 | |
Local Phone Number | 708-6800 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | HCAT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,520,749 | |
Entity Central Index Key | 0001636422 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 132,627 | $ 91,954 | |
Short-term investments | 133,807 | 178,917 | |
Accounts receivable, net | [1] | 45,905 | 48,296 |
Prepaid expenses and other assets | 12,404 | 10,632 | |
Total current assets | 324,743 | 329,799 | |
Property and equipment, net | 18,653 | 12,863 | |
Intangible assets, net | 91,840 | 98,921 | |
Operating lease right-of-use assets | 24,093 | 24,729 | |
Goodwill | 107,822 | 107,822 | |
Other assets | 4,068 | 3,606 | |
Total assets | 571,219 | 577,740 | |
Current liabilities: | |||
Accounts payable | 4,626 | 5,332 | |
Accrued liabilities | 12,946 | 16,510 | |
Deferred revenue | [1] | 51,634 | 47,145 |
Operating lease liabilities | 2,454 | 2,622 | |
Contingent consideration liabilities | 15,902 | 14,427 | |
Acquisition-related consideration payable | [1] | 0 | 2,000 |
Convertible senior notes, net | 171,864 | 0 | |
Total current liabilities | 259,426 | 88,036 | |
Convertible senior notes, net of current portion | 0 | 168,994 | |
Deferred revenue, net of current portion | 1,135 | 1,878 | |
Operating lease liabilities, net of current portion | 23,083 | 23,669 | |
Contingent consideration liabilities, net of current portion | 16,509 | 16,837 | |
Other liabilities | 2,230 | 2,227 | |
Total liabilities | 302,383 | 301,641 | |
Commitments and contingencies (Note 14) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized as of March 31, 2021 and December 31, 2020; no shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.001 par value per share; 500,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 44,340,036 and 43,376,848 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 44 | 43 | |
Additional paid-in capital | 1,022,781 | 1,001,645 | |
Accumulated deficit | (754,020) | (725,650) | |
Accumulated other comprehensive income | 31 | 61 | |
Total stockholders’ equity | 268,836 | 276,099 | |
Total liabilities and stockholders’ equity | $ 571,219 | $ 577,740 | |
[1] | Includes amounts attributable to related party transactions. See Note 16 for further details. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
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 | 500,000,000 |
Common stock, shares issued (in shares) | 44,340,036 | 43,376,848 |
Common stock, shares outstanding (in shares) | 44,340,036 | 43,376,848 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue: | |||
Revenue | [1] | $ 55,846 | $ 45,116 |
Cost of revenue, excluding depreciation and amortization: | |||
Total cost of revenue, excluding depreciation and amortization | 27,338 | 24,068 | |
Operating expenses: | |||
Sales and marketing | 15,651 | 13,487 | |
Research and development | 14,345 | 13,088 | |
General and administrative | 15,015 | 9,701 | |
Depreciation and amortization | 7,814 | 2,877 | |
Total operating expenses | 52,825 | 39,153 | |
Loss from operations | (24,317) | (18,105) | |
Interest and other expense, net | (3,952) | (621) | |
Net loss before income taxes | (28,269) | (18,726) | |
Income tax provision (benefit) | 101 | (1,236) | |
Net loss | $ (28,370) | $ (17,490) | |
Earnings per share, basic (in dollars per share) | $ (0.65) | $ (0.47) | |
Earnings per share, diluted (in dollars per share) | $ (0.65) | $ (0.47) | |
Weighted average number of shares outstanding, basic (in shares) | 43,870 | 37,109 | |
Weighted average number of shares outstanding, diluted (in shares) | 43,870 | 37,109 | |
Technology | |||
Revenue: | |||
Revenue | [1] | $ 33,839 | $ 24,699 |
Cost of revenue, excluding depreciation and amortization: | |||
Total cost of revenue, excluding depreciation and amortization | 10,825 | 7,906 | |
Professional services | |||
Revenue: | |||
Revenue | [1] | 22,007 | 20,417 |
Cost of revenue, excluding depreciation and amortization: | |||
Total cost of revenue, excluding depreciation and amortization | $ 16,513 | $ 16,162 | |
[1] | Includes amounts attributable to related party transactions. See Note 16 for further details. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (28,370) | $ (17,490) |
Other comprehensive income (loss): | ||
Change in net unrealized gains (losses) on available for sale investments | 11 | (3) |
Change in foreign currency translation adjustment | (41) | (30) |
Comprehensive loss | $ (28,400) | $ (17,523) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||||
Beginning balance at Dec. 31, 2019 | $ 0 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | ||||||
Ending balance at Mar. 31, 2020 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 36,678,854 | ||||||
Beginning balance at Dec. 31, 2019 | 200,644 | $ (119) | $ 37 | $ 811,049 | $ (610,514) | $ (119) | $ 72 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 1,048,760 | ||||||
Exercise of stock options | 9,046 | $ 1 | 9,045 | ||||
Stock-based compensation | 8,741 | 8,741 | |||||
Issuance of common stock for settlement of contingent consideration | 0 | ||||||
Issuance of common stock for acquisition consideration (in shares) | 110,662 | ||||||
Issuance of common stock for settlement of contingent consideration | 3,332 | 3,332 | |||||
Net Loss | (17,490) | (17,490) | |||||
Other comprehensive loss | (33) | (33) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 37,838,276 | ||||||
Ending balance at Mar. 31, 2020 | $ 204,121 | $ 38 | 832,167 | (628,123) | 39 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | $ 0 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 43,709,237 | 43,376,848 | |||||
Beginning balance at Dec. 31, 2020 | $ 276,099 | $ 43 | 1,001,645 | (725,650) | 61 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock units (in shares) | 403,971 | ||||||
Exercise of stock options (in shares) | 537,889 | 537,889 | |||||
Exercise of stock options | $ 6,488 | $ 1 | 6,487 | ||||
Stock-based compensation | 13,640 | 13,640 | |||||
Issuance of common stock for settlement of contingent consideration (in shares) | 21,328 | ||||||
Issuance of common stock for settlement of contingent consideration | 1,009 | 1,009 | |||||
Issuance of common stock for settlement of contingent consideration | 0 | ||||||
Net Loss | (28,370) | (28,370) | |||||
Other comprehensive loss | $ (30) | (30) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 44,454,783 | 44,340,036 | |||||
Ending balance at Mar. 31, 2021 | $ 268,836 | $ 44 | $ 1,022,781 | $ (754,020) | $ 31 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (28,370) | $ (17,490) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,814 | 2,877 |
Amortization of debt discount and issuance costs | 2,870 | 285 |
Non-cash operating lease expense | 965 | 741 |
Investment discount and premium amortization | 417 | (6) |
Provision for expected credit losses | 300 | 51 |
Stock-based compensation expense | 13,510 | 8,741 |
Deferred tax provision (benefit) | 2 | (1,280) |
Change in fair value of contingent consideration liabilities | 2,156 | (359) |
Other | (34) | (4) |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 2,090 | (7,335) |
Deferred costs | 0 | 444 |
Prepaid expenses and other assets | (2,173) | (2,244) |
Accounts payable, accrued liabilities, and other liabilities | (5,352) | (4,283) |
Deferred revenue | 3,745 | 3,936 |
Operating lease liabilities | (1,083) | (843) |
Net cash used in operating activities | (3,143) | (16,769) |
Cash flows from investing activities | ||
Purchases of property and equipment | (5,882) | (428) |
Capitalization of internal-use software | (887) | (78) |
Proceeds from the sale of property and equipment | 6 | 6 |
Purchase of short-term investments | (8,621) | 0 |
Proceeds from the sale and maturity of short-term investments | 53,240 | 66,653 |
Purchase of intangible assets | (480) | (758) |
Acquisition of business, net of cash acquired | 0 | (15,249) |
Net cash provided by investing activities | 37,376 | 50,146 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 6,488 | 9,046 |
Proceeds from employee stock purchase plan | 1,349 | 1,289 |
Payments of acquisition-related consideration | (1,391) | (748) |
Net cash provided by financing activities | 6,446 | 9,587 |
Effect of exchange rate changes on cash and cash equivalents | (6) | (31) |
Net increase in cash and cash equivalents | 40,673 | 42,933 |
Cash and cash equivalents at beginning of period | 91,954 | 18,032 |
Cash and cash equivalents at end of period | 132,627 | 60,965 |
Supplemental disclosures of non-cash investing and financing information | ||
Purchase of property and equipment included in accounts payable and accrued liabilities | 1,816 | 77 |
Common stock issued for settlement of contingent consideration | 1,009 | 0 |
Common stock issued in connection with acquisitions | 0 | 3,332 |
Stock-based compensation capitalized as internal-use software | 130 | 0 |
Deferred offering costs included in accounts payable and accrued liabilities | 0 | 427 |
Purchase of intangible assets included in accounts payable and accrued liabilities | $ 0 | $ 132 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 organization, and produce measurable clinical, financial, and operational improvements. Basis of presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the applicable regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in our Annual Report on Form 10-K. Reclassifications Certain prior year amounts on the condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation. A reclassification was made to separately present the non-cash operating lease expense as a non-cash reconciling adjustment from net loss and the change in the operating lease liabilities due to cash payments as a change in operating assets and liabilities. This net change is not material and does not affect previously reported net cash used in operating activities in the condensed consolidated statements of cash flows. This reclassification had no effect on our other condensed consolidated financial statements for the three months ended March 31, 2021 and 2020. Interim Unaudited Condensed Consolidated Financial Statements Our accompanying interim condensed consolidated balance sheet as of March 31, 2021, the interim condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, our interim condensed consolidated statements of stockholders' equity for the three months ended March 31, 2021 and 2020, and our interim condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020 are unaudited. Our condensed consolidated balance sheet as of December 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. Our interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company's financial position, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year or any other period. Principles of consolidation Our condensed 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 expected credit losses, 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, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, 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 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 by the weighted average number of shares of common stock outstanding. Diluted net loss per share 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), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, shares issuable as acquisition-related contingent consideration, and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as the effect is antidilutive. 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 customer. 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 our condensed 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 March 31, 2021 and December 31, 2020, the unbilled accounts receivable included in accounts receivable on our condensed consolidated balance sheets was $1.3 million and $1.6 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 March 31, 2021 and December 31, 2020, the total of current and non-current deferred revenue on our condensed consolidated balance sheets was $52.8 million and $49.0 million, respectively. Deferred Costs We capitalize sales commissions and associated fringe costs, such as payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with customers, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the customer contract. As of March 31, 2021 and December 31, 2020, $0.7 million and $0.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and were included in prepaid expenses and other assets on the consolidated balance sheets. As of March 31, 2021 and December 31, 2020, the remaining $1.9 million and $1.4 million, respectively, of deferred contract acquisition costs were included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average customer life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs is included within sales and marketing expense in the condensed consolidated statements of operations. 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 March 31, 2021 and December 31, 2020, $0.5 million and $0.5 million, respectively, of deferred fulfillment costs were included in prepaid expenses and other assets on the condensed consolidated balance sheets. Amortization of deferred fulfillment costs is included within cost of revenue in the condensed consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. 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. 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 investments consist of 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 credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition, and our expectations of changes in macro-economic conditions, including the current COVID-19 pandemic, that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Allowance for Credit Losses on Accounts Receivable (unaudited) Balance at January 1, 2021 $ 1,200 Current period provision for expected credit losses 300 Less: Write-offs, net of recoveries — Balance at March 31, 2021 $ 1,500 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 2-5 years Capitalized internal-use software costs 2-3 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 three months ended March 31, 2021 and 2020. 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 3-10 years Customer relationships and contracts 2-7 years Computer software licenses 2-5 years Trademarks 2-5 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 includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, customer relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. Our first step in the goodwill impairment test is a qualitative analysis of factors that could be indicators of potential impairment. Next, if a quantitative analysis is necessary, we compare 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, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. There was no impairment of goodwill for the three months ended March 31, 2021 and 2020. Business combinations The results of businesses acquired in a business combination are included in our condensed consolidated financial statements from the date of acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the customer-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for customer relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. During the three months ended March 31, 2020, we expensed $0.9 million of transaction costs associated with business combinations. The costs were expensed as incurred and are included in general and administrative expense in our consolidated statements of operations. No such costs were incurred or recorded for the three months ended March 31, 2021. Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our condensed consolidated financial statements. We value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential pay-out scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our condensed consolidated balance sheets, while the portion to be paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our condensed consolidated statements of operations. Advertising costs All advertising costs are expensed as incurred. We recorded advertising costs of $0.4 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility 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, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in our condensed consolidated financial statements based on the fair value of the award on the grant date. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. 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. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. 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. 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. Income taxes Deferred income tax balances are accounted for using the asset and 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. 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 NOLs. 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, 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 our condensed 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 and operating lease liabilities approximate fair value based on interest rates available for debt with similar terms at March 31, 2021 and December 31, 2020. Money market funds and short-term investments are measured at fair value on a recurring basis. Our contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market. 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. All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information. Our contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn out period utilizing various potential pay-out scenarios. Leases We determine if an arrangement is a lease at inception. Operating leases |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The business acquisitions discussed below are included in our results of operations from their respective dates of acquisition. Able Health, Inc. On February 21, 2020, we acquired Able Health, Inc. (Able Health) , a leading software-as-a-service provider of quality and regulatory measurement tracking and reporting to healthcare providers and risk-bearing entities, in a transaction accounted for as a business combination . The acquisition consideration transferred was $21.5 million and was comprised of net cash consideration of $15.2 million, Health Catalyst common shares with a fair value of $3.3 million, and contingent consideration based on achievement of Able Health specified incremental customer billings for the year ending December 31, 2020, with an initial fair value of $3.0 million. The acquisition consideration is subject to certain working capital escrow adjustments. The purchase resulted in Health Catalyst acquiring 100% ownership in Able Health. An additional 179,392 shares of our common stock subject to restriction agreements, or restricted shares, were issued pursuant to the terms of the acquisition agreement and 60,000 restricted stock units were issued in connection with the acquisition agreement. The value of these restricted shares and restricted stock units is recognized as post-combination stock-based compensation expense over their respective vesting terms. The vesting of the restricted shares was subject to one year of continuous service by the applicable team members and fully vested on the one-year anniversary of the acquisition closing date. T he service-based condition for the restricted stock units issued pursuant to the terms of the acquisition agreement is satisfied over two years with a 50% cliff vesting period of one year and ratable quarterly vesting thereafter. Refer to Note 12 for additional details related to our stock-based compensation. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Able Health (in thousands): Assets acquired: Accounts receivable $ 633 Prepaid expenses and other assets 57 Developed technologies 7,500 Customer relationships 600 Trademarks 100 Total assets acquired 8,890 Less liabilities assumed: Accounts payable and other current liabilities 91 Deferred revenue 762 Net deferred tax liabilities 1,280 Total liabilities assumed 2,133 Total assets acquired, net 6,757 Goodwill 14,725 Total consideration transferred, net of cash acquired $ 21,482 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include customer relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of six years, three years, and two years, respectively. The resulting goodwill from the Able Health acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. Healthfinch, Inc. On July 31, 2020, we acquired Healthfinch, Inc. (Healthfinch), which provides a workflow integration engine delivering insights and analytics into electronic medical record (EMR) workflows to automate physicians’ ability to close patient care gaps in real-time, in a transaction accounted for as a business combination. We believe this acquisition will strengthen our existing population health capabilities. The acquisition consideration transferred was $50.5 million and was comprised of net cash consideration of $16.9 million , Health Catalyst common shares with a fair value of $27.8 million , and contingent consideration based on certain earn-out performance targets for Healthfinch during an earn-out period that ends on July 31, 2021, with an initial fair value of $5.8 million . The purchase resulted in Health Catalyst acquiring 100% ownership in Healthfinch. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Healthfinch (in thousands): Assets acquired: Accounts receivable $ 1,408 Prepaid expenses and other assets 347 Developed technologies 8,100 Customer relationships and contract backlog 10,000 Trademarks 200 Total assets acquired 20,055 Less liabilities assumed: Accounts payable and other current liabilities 408 Deferred revenue 2,100 Total liabilities assumed 2,508 Total assets acquired, net 17,547 Goodwill 32,960 Total consideration transferred, net of cash acquired $ 50,507 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include customer relationships and contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, and two years, respectively. The resulting goodwill from the Healthfinch acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. Vitalware, LLC On September 1, 2020, we acquired Vitalware, LLC (Vitalware) , a provider of revenue workflow optimization and analytics SaaS technology solutions to healthcare organizations, in a transaction accounted for as a business combination . Vitalware’s flagship offering is a chargemaster management solution that delivers results for the complex regulatory and compliance functions needed by healthcare provider systems. Additionally, Vitalware brings to bear newer product suites to help health systems capture lost revenue and to support compliance with expanding pricing transparency regulation. The acquisition consideration transferred was $119.2 million and was comprised of net cash consideration of $69.6 million , Health Catalyst common shares with a fair value of $41.3 million , and contingent consideration based on certain earn-out performance targets for Vitalware during an earn-out period that ended on March 31, 2021, with an initial fair value of $8.3 million . The purchase resulted in Health Catalyst acquiring 100% ownership in Vitalware. An additional 203,997 shares of our common stock subject to a restriction agreement, or restricted shares, were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the 12-month vesting term. 75% of these restricted shares will vest on a monthly basis over a term of approximately one year with the remaining 25% vesting on the one year anniversary of the acquisition closing date. Refer to Note 12 for additional details related to our stock-based compensation. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Vitalware (in thousands): Assets acquired: Accounts receivable $ 3,220 Prepaid expenses and other assets 469 Developed technologies 18,000 Customer relationships and contract backlog 43,000 Trademarks 1,400 Total assets acquired 66,089 Less liabilities assumed: Accounts payable and other current liabilities 766 Deferred revenue 2,589 Total liabilities assumed 3,355 Total assets acquired, net 62,734 Goodwill 56,443 Total consideration transferred, net of cash acquired $ 119,177 The acquired intangible assets were valued utilizing an income approach, and include customer relationships, contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, two years, four years, and for trademarks two Unaudited Pro Forma Financial Information The following table reflects our unaudited pro forma combined results of operations for the years ended December 31, 2020 and 2019 as if the acquisitions of Able Health, Healthfinch, and Vitalware had taken place on January 1, 2019: Year Ended December 31, 2020 2019 (unaudited) Total pro forma revenues $ 209,409 $ 173,973 Pro forma net loss (124,485) (90,850) The unaudited pro forma information is not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2019 or to project potential results as of any future date or for any future periods. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The nature and amount of material, nonrecurring pro forma adjustments directly attributable to these acquisitions which are included in the pro forma revenues or net loss, as applicable, are attributable to fair value adjustments to deferred revenues, amortization of acquired intangible assets, acquisition-related income tax considerations, and acquisition transaction costs that had a net impact on the pro forma combined net loss of $9.5 million and $30.8 million for the years ended December 31, 2020 and 2019, respectively. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
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): Three Months Ended March 31, 2021 2020 (unaudited) Recurring technology $ 33,567 $ 24,699 One-time technology (i.e., perpetual license) 272 — Professional services 22,007 20,417 Total revenue $ 55,846 $ 45,116 For the three months ended March 31, 2021 and 2020, 99.9% and 99.9%, respectively, 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 three months ended March 31, 2021 and 2020, 42% and 33%, respectively, of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
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 As of 2021 2020 (unaudited) Technology $ 107,040 $ 107,040 Professional services 782 782 Total goodwill $ 107,822 $ 107,822 As of March 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 69,729 $ (28,676) $ 41,053 Customer relationships and contracts 57,764 (10,520) 47,244 Computer software licenses 7,359 (5,123) 2,236 Trademarks 1,700 (393) 1,307 Total intangible assets $ 136,552 $ (44,712) $ 91,840 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 Amortization expense of acquired intangible assets was $7.1 million and $2.2 million for the three months ended March 31, 2021, and 2020, respectively. Amortization expense for intangible assets is included in depreciation and amortization in our condensed consolidated statements of operations. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of As of 2021 2020 (unaudited) Computer equipment $ 9,562 $ 8,576 Leasehold improvements 10,536 8,089 Furniture and fixtures 3,614 1,734 Capitalized internal-use software costs 4,506 3,489 Computer software 947 947 Capital lease equipment 37 37 Total property and equipment 29,202 22,872 Less: accumulated depreciation (10,549) (10,009) Property and equipment, net $ 18,653 $ 12,863 Our long-lived assets are located in the United States. Depreciation expense totaled $0.7 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense includes amortization of assets recorded under a capital lease and the amortization of capitalized internal-use software costs. We capitalized $1.0 million and $0.1 million of internal-use software costs for the three months ended March 31, 2021 and 2020, respectively. We incurred $0.3 million and $0.1 million of capitalized internal-use software cost amortization expense for the three months ended March 31, 2021 and 2020, respectively. |
Short-term Investments
Short-term Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments Our investments consist of 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 condensed consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive loss on our condensed 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 our condensed consolidated statements of operations. We did not have any material realized gains or losses on investments during the three months ended March 31, 2021 and 2020. We measure the fair value of investments on a recurring basis. Accrued interest receivables related to our available-for-sale securities of $0.6 million and $0.5 million as of March 31, 2021 and December 31, 2020 were included within prepaid expenses and other assets on our condensed consolidated balance sheets. The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis (in thousands) as of March 31, 2021: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments (unaudited) Money market funds $ 125,378 $ — $ — $ 125,378 $ 125,378 $ — U.S. Treasury notes 49,123 7 — 49,130 — 49,130 Commercial paper 57,067 — — 57,067 — 57,067 Corporate bonds 27,615 — (5) 27,610 — 27,610 Total $ 259,183 $ 7 $ (5) $ 259,185 $ 125,378 $ 133,807 The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis (in thousands) as of December 31, 2020: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 79,387 $ — $ — $ 79,387 $ 79,387 $ — US treasury notes 59,382 7 — 59,389 — 59,389 Commercial paper 68,018 — — 68,018 — 68,018 Corporate bonds 48,494 8 (1) 48,501 — 48,501 Asset-backed securities 3,009 — — 3,009 — 3,009 Total $ 258,290 $ 15 $ (1) $ 258,304 $ 79,387 $ 178,917 On a quarterly basis we evaluate unrealized losses on our available-for-sale debt securities and the related accrued interest receivables to determine whether a decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. 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. As of March 31, 2021 and December 31, 2020, there were no material unrealized losses due to credit-related factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 were as follows (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total (unaudited) Money market funds $ 125,378 $ — $ — $ 125,378 U.S. Treasury notes 49,130 — — 49,130 Commercial paper — 57,067 — 57,067 Corporate bonds — 27,610 — 27,610 Contingent consideration liabilities — — (32,444) (32,444) Total $ 174,508 $ 84,677 $ (32,444) $ 226,741 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds $ 79,387 $ — $ — $ 79,387 U.S. Treasury notes 59,389 — — 59,389 Commercial paper — 68,018 — 68,018 Corporate bonds — 48,501 — 48,501 Asset-backed securities — 3,009 — 3,009 Contingent consideration liabilities — — (31,264) (31,264) Total $ 138,776 $ 119,528 $ (31,264) $ 227,040 There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2021 and 2020. Convertible Senior Notes As of March 31, 2021, the estimated fair value of the our convertible senior notes, with aggregate principal totaling $230.0 million, was $391.3 million. We estimate the fair value based on quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). These convertible senior notes are recorded at face value less unamortized debt discount and transaction costs on our consolidated balance sheets. Refer to Note 9 —Convertible Senior Notes for further information. Level 3 fair value measurements The Healthfinch acquisition consideration includes an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Healthfinch during an earn-out period that ends on July 31, 2021. The Healthfinch contingent consideration will be paid in a combination of cash and shares of our common stock in the same proportion as the initial acquisition consideration. The Vitalware acquisition consideration includes an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Vitalware during an earn-out period that ended on March 31, 2021. The Vitalware contingent consideration is capped at $30.0 million and will be paid in a combination of approximately 50% cash and 50% in shares of our common stock. We value the expected contingent consideration and the corresponding liabilities using the Monte Carlo valuation method based on estimates of potential pay-out scenarios. The resulting contingent consideration liabilities are categorized as Level 3 fair value measurements and are remeasured as of each reporting period. The aggregate intrinsic value of the revenue-based earn-out contingent consideration liabilities is approximately $32.5 million based on a point estimate of our internal forecasting of the ultimate earn-outs that will be earned and our common stock price as of March 31, 2021. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the other following significant inputs as of March 31, 2021: Valuation Method Fair Value Market Price of Revenue Risk Revenue Volatility Stock Price Volatility (unaudited) Revenue-based earn-out liabilities Monte Carlo $ 32.4 million 3% 10% 41% The Able Health acquisition consideration included an initial estimate for contingent consideration for shares of our common stock if certain incremental billing targets for Able Health were met during an earn-out period that ended on December 31, 2020. This Able Health earn-out contingent consideration liability was settled during the three months ended March 31, 2021. The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (unaudited) Balance as of December 31, 2020 $ 31,264 Settlement of contingent consideration (1,009) Change in fair value of contingent consideration liabilities 2,156 Balance as of March 31, 2021 $ 32,411 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities As of March 31, 2021 and December 31, 2020, accrued liabilities consisted of the following (in thousands): As of As of 2021 2020 (unaudited) Accrued compensation and benefit expenses $ 7,024 $ 9,838 Other accrued liabilities 5,922 6,672 Total accrued liabilities $ 12,946 $ 16,510 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes On April 14, 2020, we issued $230.0 million in aggregate principal amount of 2.50% Convertible Senior Notes due 2025 (the Notes), in a private placement to qualified institutional buyers exempt from registration under the Securities Act (the Note Offering). The net proceeds from the issuance of the Notes were approximately $222.5 million, after deducting the initial purchasers’ discounts and offering expenses payable by us. The Notes are governed by an indenture (the Indenture) between us, as the issuer, and U.S. Bank National Association, as trustee. The Notes are our senior, unsecured obligations and accrue interest payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020, at a rate of 2.50% per year. The Notes will mature on April 15, 2025, unless earlier converted, redeemed, or repurchased. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. We may not redeem the Notes prior to April 20, 2023. On or after April 20, 2023, we may redeem, for cash, all or a portion of the Notes, at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. The Notes have an initial conversion rate of 32.6797 shares of our common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $30.60 per share of our common stock). Following certain corporate events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders of the Notes may convert all or any portion of their Notes at any time prior to the close of business on October 14, 2024, in integral multiples of $1,000 principal amount, only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • During the five business day period after any five consecutive trading day period (the measurement period) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; • If we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events described in the Indenture. On or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing circumstances. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of common stock, at our election. For at least twenty trading days during the period of thirty consecutive trading days ended March 31, 2021, the last reported sale price of the Company’s common stock was equal to or exceeded 130% of the conversion price of the Notes on each applicable trading day. As a result, the Notes are convertible at the option of the holders during the fiscal quarter ending June 30, 2021 and are classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2021. We account for the Notes as separate liability and equity components. We determined the carrying amount of the liability component as the present value of its cash flows using a discount rate of approximately 10% based on comparable debt transactions for similar companies. The estimated interest rate was applied to the Notes, which resulted in a fair value of the liability component of $166.7 million upon issuance, calculated as the present value of future contractual payments based on the $230.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes using the effective interest method. The $63.3 million difference between the gross proceeds received from issuance of the Notes of $230.0 million and the estimated fair value of the liability component represents the equity component, or the conversion option, of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We allocated issuance costs related to the issuance of the Notes to the liability and equity components using the same proportions as the initial carrying value of the Notes. Issuance costs attributable to the liability component were $5.5 million and are being amortized to interest expense using the effective interest method over the term of the Notes. Issuance costs attributable to the equity component were $2.1 million and are netted with the equity component of the Notes in stockholders’ equity on the condensed consolidated balance sheets. The interest expense recognized related to the Notes was as follows (in thousands): Three Months Ended (unaudited) Contractual interest expense $ 1,437 Amortization of debt issuance costs and discount 2,870 Total $ 4,307 The net carrying value of the liability component of the Notes was as follows (in thousands): March 31, 2021 (unaudited) Principal $ 230,000 Less: Unamortized debt discount (53,577) Less: Unamortized issuance costs (4,559) Net carrying amount $ 171,864 The net carrying value of the equity component of the Notes was as follows (in thousands): March 31, 2021 (unaudited) Proceeds allocated to the conversion option (debt discount) $ 63,270 Less: Issuance costs (2,057) Net carrying amount $ 61,213 Based on the closing price of our common stock of $46.77 on March 31, 2021, the if-converted value of the Notes was $121.5 million more than their respective principal amount. Capped Calls On April 8, 2020, concurrently with the pricing of the Notes, we entered into privately negotiated capped call transactions (Base Capped Calls) with certain option counterparties. In addition, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, on April 9, 2020, we entered into additional capped call transactions (together with the Base Capped Calls, the Capped Calls) with each of the option counterparties. We used approximately $21.7 million of the net proceeds from the Note Offering to pay the cost of the Capped Calls and allocated issuance costs. The Capped Calls have initial cap prices of $42.00 per share, subject to certain adjustments. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to the cap price. The Capped Calls are separate transactions that we entered into with the option counterparties, and are not part of the terms of the Notes. As the Capped Call transactions are considered indexed to our own stock and are considered equity classified, they will be recorded in stockholders’ equity and will not be accounted for as derivatives. The cost incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital on our condensed consolidated balance sheets. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity 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 March 31, 2021 and December 31, 2020, no shares of this preferred stock were issued and outstanding. Common stock We had 500,000,000 shares of $0.001 par value common stock authorized, of which 44,454,783 and 43,709,237 shares were legally issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. The shares legally issued and outstanding as of March 31, 2021 and December 31, 2020 included 114,747 shares and 332,389 shares, respectively, issued pursuant to the Able Health and Vitalware acquisition agreements, which are subject to a restriction agreement and were unvested, and as such, for accounting purposes they were 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 March 31, 2021. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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 (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 (unaudited) Numerator: Net loss $ (28,370) $ (17,490) Denominator: Weighted-average number of shares used in calculating net loss per share, basic and diluted 43,870,288 37,108,998 Net loss per share, basic and diluted $ (0.65) $ (0.47) During the three months ended March 31, 2021 and 2020, we incurred net losses and, therefore, the effect of our stock options, restricted stock units, performance-based restricted stock units, convertible senior notes, restricted shares, shares issuable as acquisition-related contingent consideration, and purchase rights committed or shares issued under our employee stock purchase plan were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact: As of March 31, 2021 2020 (unaudited) Common stock options 3,344,047 6,640,662 Restricted stock units 2,937,690 2,145,968 Performance-based restricted stock units 307,859 — Shares related to convertible senior notes 2,768,114 — Shares issuable as acquisition-related contingent consideration 344,436 — Employee stock purchase plan 72,892 87,107 Restricted shares 114,747 179,392 Total potentially dilutive securities 9,889,785 9,053,129 The conversion spread of the Notes will have a potentially dilutive impact when the average market price of our common stock for a given period exceeds the conversion price of $30.60 per share. The shares related to the Notes in the table above are calculated based on the average market price of our common stock for the three months ended March 31, 2021. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive. The shares issuable as acquisition-related contingent consideration in the table above are calculated based on the earn-out achieved and the estimated amount of shares that would be issuable if the contingent consideration liabilities from the acquisitions of Healthfinch and Vitalware were to be settled as of March 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
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 RSUs and 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 January 1, 2021, there were an additional 2,185,461 shares reserved for issuance under the 2019 Plan. As of March 31, 2021 and December 31, 2020, there were 15,294,920 and 13,109,459 shares authorized for grant, respectively, and 3,086,399 and 2,481,818 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. 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 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): Three Months Ended March 31, 2021 2020 (unaudited) Options $ 1,394 $ 2,542 Restricted stock units 8,002 5,117 Performance-based restricted stock units 1,329 — Employee stock purchase plan 417 492 Restricted shares 2,368 590 Total stock-based compensation $ 13,510 $ 8,741 Three Months Ended March 31, 2021 2020 (unaudited) Cost of revenue $ 1,809 $ 992 Sales and marketing 4,818 3,182 Research and development 2,257 1,882 General and administrative 4,626 2,685 Total stock-based compensation $ 13,510 $ 8,741 Stock Options There were no stock options granted during the three months ended March 31, 2021 or 2020. A summary of the share option activity under the 2019 Plan for the three months ended March 31, 2021, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (unaudited) Outstanding at January 1, 2021 3,892,936 $ 11.58 Options exercised (537,889) 12.05 Options cancelled/forfeited (11,000) 11.50 Outstanding at March 31, 2021 3,344,047 $ 11.50 6.8 $ 117,946,252 Vested and expected to vest as of March 31, 2021 3,344,047 $ 11.50 6.8 $ 117,946,252 Vested and exercisable as of March 31, 2021 1,715,358 $ 10.49 6.0 $ 62,231,385 The aggregate intrinsic value of stock options exercised was $18.7 million for the three months ended March 31, 2021. The total grant-date fair value of stock options vested during the three months ended March 31, 2021 was $1.8 million. As of March 31, 2021, approximately $6.3 million of unrecognized compensation expense related to our stock options is expected to be recognized over a remaining weighted-average period of 1.4 years. Restricted Stock Units (RSUs) The service-based condition for RSUs is generally satisfied over four years with a 25% cliff vesting period of one year and ratable quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the three months ended March 31, 2021: Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2021 1,839,998 $ 34.17 RSUs granted 1,329,687 49.77 RSUs vested 186,329 33.70 RSUs forfeited (45,666) 35.50 Unvested and outstanding at March 31, 2021 2,937,690 $ 41.24 As of March 31, 2021, we had $114.1 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a remaining weighted-average period of 3.2 years. Performance-Based Restricted Stock Units (PRSUs) During the three months ended March 31, 2021, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals. These PRSUs will vest to the extent the applicable performance conditions are achieved for the year ended December 31, 2021, and if the individual employee continues to provide services to us through the vesting date of March 1, 2022. The number of PRSUs that will ultimately vest from the 2021 PRSU grants can range from 0% to 100% of the original amount granted depending on our performance during 2021 against the pre-established targets. We also granted additional executive PRSUs based on the same performance conditions described above, but with an extended four-year service condition whereby one quarter of such shares will vest on March 1, 2022, and the remainder in quarterly installments thereafter. The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the three months ended March 31, 2021: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2021 — $ — PRSUs granted 313,322 49.77 PRSUs forfeited (5,463) 49.77 Unvested and outstanding at March 31, 2021 307,859 $ 49.77 As of March 31, 2021, we had $10.3 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 1.0 year. 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) one percent 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. As of January 1, 2021, the number of shares of common stock available for issuance under the ESPP increased by 437,092 shares. 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 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 or 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 component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) Expected volatility 40.4% 54.9% Expected term (in months) 6 6 Risk-free interest rate 0.1% 1.6% Expected dividends — — As of March 31, 2021, a total of 72,892 shares were issuable to employees based on ESPP contribution elections and unrecognized ESPP compensation cost was $0.4 million, which is expected to be recognized over the remaining portion of the current offering period during the three months ending June 30, 2021. As of March 31, 2021, 1,245,652 shares are available for future issuance under the ESPP. Restricted Shares As part of the Able Health acquisition that closed on February 21, 2020, 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 were subject to one year of continuous service by the applicable team members and vested fully during the three months ended March 31, 2021 on the one-year anniversary of the acquisition closing date. As part of the Vitalware acquisition that closed on September 1, 2020, 203,997 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. 75% of these restricted shares will vest on a monthly basis over a term of approximately one year with the remaining 25% vesting on the one-year anniversary of the acquisition closing date. As of March 31, 2021, 89,250 of these restricted shares had vested. As of March 31, 2021, we had $2.8 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be recognized over a weighted-average period of 0.4 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, we make a cumulative adjustment in such period. The quarterly tax provision and the estimate of our annual effective tax rate are subject to variation due to several factors, including variability in our loss before income taxes, the mix of jurisdictions to which such income or loss relates, changes in how we conduct business, and tax law developments. For the three months ended March 31, 2021 and 2020, our estimated effective tax rate was (0.4)% and 6.6%, respectively. The variations between our estimated effective tax rate and the U.S. statutory rate are primarily due to our full valuation allowance. We consider all available evidence to evaluate the recovery of deferred tax assets, including historical levels of income, legislative developments, and risks associated with estimates of future taxable income. We have provided a full valuation allowance for our net deferred tax assets as of March 31, 2021 and December 31, 2020, due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. As we have a full valuation allowance on net deferred tax assets, our income tax provision for the three months ended March 31, 2021 consists primarily of minimal state and foreign income taxes. The income tax benefit of $1.2 million recorded for the three months ended March 31, 2020, is primarily related to the discrete deferred tax benefit attributable to the release of a portion of the valuation allowance during the quarter. The release of valuation allowance is attributable to the acquisition of Able Health, which resulted in deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of $1.3 million that had previously been offset by a valuation allowance. 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. We believe that we have provided adequate reserves for income tax uncertainties in all open tax years. We do not anticipate material changes in the total amount of our unrecognized tax benefits within 12 months of the reporting date. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. On March 11, 2021, the American Rescue Plan Act of 2021 (ARPA) was enacted and signed into U.S. law to provide additional economic stimulus and tax credits. Changes in tax laws or rates are accounted for in the period of enactment. We are continuing to analyze these legislative developments and believe that the income tax provisions of the CARES Act and ARPA do not have a significant impact on our current taxes, deferred taxes, or uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and 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 March 31, 2021 and December 31, 2020, there were no significant outstanding claims against us. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 3 Months Ended |
Mar. 31, 2021 | |
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): Three Months Ended March 31, 2021 2020 (unaudited) Recurring technology $ 33,567 $ 24,699 One-time technology (i.e., perpetual license) 272 — Professional services 22,007 20,417 Total revenue $ 55,846 $ 45,116 For the three months ended March 31, 2021 and 2020, 99.9% and 99.9%, respectively, 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 three months ended March 31, 2021 and 2020, 42% and 33%, respectively, of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties We have entered into arrangements with a customer, Mass General Brigham (formerly Partners Healthcare), where, at that time, a member of the customer’s management was a member of our board of directors. He resigned from his executive position with our customer on March 31, 2021 and remains on staff. He served on our board of directors from January 2018 to May 2021. We recognized revenue from this related party of $0.9 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, we had receivables from this related party of $0.8 million and $0.6 million, respectively, and deferred revenue with this related party of $0.4 million and $0.7 million, respectively. We also had acquisition-related consideration payable to this related party for a prior year asset acquisition, of which the final $1.2 million was paid during the year ended December 31, 2020. This asset acquisition occurred prior to this entity becoming a related party. There was no acquisition-related consideration payable to this related party as of March 31, 2021 and December 31, 2020. 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. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2021 | |
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 data and analytics, domain expertise, outsourcing, and implementation 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 three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 (unaudited) Revenue Technology $ 33,839 $ 24,699 Professional Services 22,007 20,417 Total $ 55,846 $ 45,116 Three Months Ended March 31, 2021 2020 (unaudited) Adjusted Gross Profit Technology $ 23,388 $ 16,969 Professional Services 6,929 5,071 Total reportable segments Adjusted Gross Profit 30,317 22,040 Less Adjusted Gross Profit reconciling items: Stock-based compensation (1,809) (992) Less other reconciling items: Sales and marketing (15,651) (13,487) Research and development (14,345) (13,088) General and administrative (15,015) (9,701) Depreciation and amortization (7,814) (2,877) Interest and other expense, net (3,952) (621) Net loss before income taxes $ (28,269) $ (18,726) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the applicable regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in our Annual Report on Form 10-K. |
Reclassifications | Reclassifications Certain prior year amounts on the condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation. A reclassification was made to separately present the non-cash operating lease expense as a non-cash reconciling adjustment from net loss and the change in the operating lease liabilities due to cash payments as a change in operating assets and liabilities. This net change is not material and does not affect previously reported net cash used in operating activities in the condensed consolidated statements of cash flows. This reclassification had no effect on our other condensed consolidated financial statements for the three months ended March 31, 2021 and 2020. |
Principles of consolidation | Principles of consolidation Our condensed 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 expected credit losses, 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, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, 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 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 by the weighted average number of shares of common stock outstanding. Diluted net loss per share 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), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, shares issuable as acquisition-related contingent consideration, and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as the effect is antidilutive. |
Revenue recognition | 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 customer. 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 our condensed 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 March 31, 2021 and December 31, 2020, the unbilled accounts receivable included in accounts receivable on our condensed consolidated balance sheets was $1.3 million and $1.6 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 March 31, 2021 and December 31, 2020, the total of current and non-current deferred revenue on our condensed consolidated balance sheets was $52.8 million and $49.0 million, respectively. Deferred Costs We capitalize sales commissions and associated fringe costs, such as payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with customers, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the customer contract. As of March 31, 2021 and December 31, 2020, $0.7 million and $0.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and were included in prepaid expenses and other assets on the consolidated balance sheets. As of March 31, 2021 and December 31, 2020, the remaining $1.9 million and $1.4 million, respectively, of deferred contract acquisition costs were included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average customer life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs is included within sales and marketing expense in the condensed consolidated statements of operations. 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 March 31, 2021 and December 31, 2020, $0.5 million and $0.5 million, respectively, of deferred fulfillment costs were included in prepaid expenses and other assets on the condensed consolidated balance sheets. Amortization of deferred fulfillment costs is included within cost of revenue in the condensed consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. 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. |
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 investmentsOur investments consist of highly-rated instruments that mature in less than 12 months. We classify our short-term investments as available for sale. |
Accounts receivable | Accounts receivable Accounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition, and our expectations of changes in macro-economic conditions, including the current COVID-19 pandemic, that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): |
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 2-5 years Capitalized internal-use software costs 2-3 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 3-10 years Customer relationships and contracts 2-7 years Computer software licenses 2-5 years Trademarks 2-5 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 includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, customer relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in our condensed consolidated financial statements from the date of acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the customer-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for customer relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. During the three months ended March 31, 2020, we expensed $0.9 million of transaction costs associated with business combinations. The costs were expensed as incurred and are included in general and administrative expense in our consolidated statements of operations. No such costs were incurred or recorded for the three months ended March 31, 2021. Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our condensed consolidated financial statements. We value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential pay-out scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. |
Advertising cost | Advertising costs |
Development cost and internal-use software | Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility 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, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in our condensed consolidated financial statements based on the fair value of the award on the grant date. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. 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. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. 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. 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. |
Income taxes | Income taxes Deferred income tax balances are accounted for using the asset and 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. 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 NOLs. 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, 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 our condensed 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 and operating lease liabilities approximate fair value based on interest rates available for debt with similar terms at March 31, 2021 and December 31, 2020. Money market funds and short-term investments are measured at fair value on a recurring basis. Our contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market. 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. All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information. Our contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn out period utilizing various potential pay-out scenarios. |
Leases | 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 condensed 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. 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 and recent accounting pronouncements not yet adopted | Accounting pronouncements adopted Accounting for income taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted ASU 2019-12 as of January 1, 2021 on a prospective basis. The adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. Recent accounting pronouncements not yet adopted Accounting for convertible instruments In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity . The new standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The new standard also simplifies the diluted net income per share calculation in certain areas and is effective for annual and interim periods beginning after December 15, 2021. We are currently evaluating the impact this standard will have on our consolidated financial statements and related disclosures. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of allowance for accounts receivable | We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Allowance for Credit Losses on Accounts Receivable (unaudited) Balance at January 1, 2021 $ 1,200 Current period provision for expected credit losses 300 Less: Write-offs, net of recoveries — Balance at March 31, 2021 $ 1,500 |
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 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of As of 2021 2020 (unaudited) Computer equipment $ 9,562 $ 8,576 Leasehold improvements 10,536 8,089 Furniture and fixtures 3,614 1,734 Capitalized internal-use software costs 4,506 3,489 Computer software 947 947 Capital lease equipment 37 37 Total property and equipment 29,202 22,872 Less: accumulated depreciation (10,549) (10,009) Property and equipment, net $ 18,653 $ 12,863 |
Schedule of intangible asset, useful life | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contracts 2-7 years Computer software licenses 2-5 years Trademarks 2-5 years As of March 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 69,729 $ (28,676) $ 41,053 Customer relationships and contracts 57,764 (10,520) 47,244 Computer software licenses 7,359 (5,123) 2,236 Trademarks 1,700 (393) 1,307 Total intangible assets $ 136,552 $ (44,712) $ 91,840 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Able Health (in thousands): Assets acquired: Accounts receivable $ 633 Prepaid expenses and other assets 57 Developed technologies 7,500 Customer relationships 600 Trademarks 100 Total assets acquired 8,890 Less liabilities assumed: Accounts payable and other current liabilities 91 Deferred revenue 762 Net deferred tax liabilities 1,280 Total liabilities assumed 2,133 Total assets acquired, net 6,757 Goodwill 14,725 Total consideration transferred, net of cash acquired $ 21,482 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Healthfinch (in thousands): Assets acquired: Accounts receivable $ 1,408 Prepaid expenses and other assets 347 Developed technologies 8,100 Customer relationships and contract backlog 10,000 Trademarks 200 Total assets acquired 20,055 Less liabilities assumed: Accounts payable and other current liabilities 408 Deferred revenue 2,100 Total liabilities assumed 2,508 Total assets acquired, net 17,547 Goodwill 32,960 Total consideration transferred, net of cash acquired $ 50,507 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Vitalware (in thousands): Assets acquired: Accounts receivable $ 3,220 Prepaid expenses and other assets 469 Developed technologies 18,000 Customer relationships and contract backlog 43,000 Trademarks 1,400 Total assets acquired 66,089 Less liabilities assumed: Accounts payable and other current liabilities 766 Deferred revenue 2,589 Total liabilities assumed 3,355 Total assets acquired, net 62,734 Goodwill 56,443 Total consideration transferred, net of cash acquired $ 119,177 |
Pro Forma Summary | The following table reflects our unaudited pro forma combined results of operations for the years ended December 31, 2020 and 2019 as if the acquisitions of Able Health, Healthfinch, and Vitalware had taken place on January 1, 2019: Year Ended December 31, 2020 2019 (unaudited) Total pro forma revenues $ 209,409 $ 173,973 Pro forma net loss (124,485) (90,850) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): Three Months Ended March 31, 2021 2020 (unaudited) Recurring technology $ 33,567 $ 24,699 One-time technology (i.e., perpetual license) 272 — Professional services 22,007 20,417 Total revenue $ 55,846 $ 45,116 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by reporting unit | Goodwill by reporting unit is as follows (in thousands): As of As of 2021 2020 (unaudited) Technology $ 107,040 $ 107,040 Professional services 782 782 Total goodwill $ 107,822 $ 107,822 |
Schedule of intangible assets | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contracts 2-7 years Computer software licenses 2-5 years Trademarks 2-5 years As of March 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 69,729 $ (28,676) $ 41,053 Customer relationships and contracts 57,764 (10,520) 47,244 Computer software licenses 7,359 (5,123) 2,236 Trademarks 1,700 (393) 1,307 Total intangible assets $ 136,552 $ (44,712) $ 91,840 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of As of 2021 2020 (unaudited) Computer equipment $ 9,562 $ 8,576 Leasehold improvements 10,536 8,089 Furniture and fixtures 3,614 1,734 Capitalized internal-use software costs 4,506 3,489 Computer software 947 947 Capital lease equipment 37 37 Total property and equipment 29,202 22,872 Less: accumulated depreciation (10,549) (10,009) Property and equipment, net $ 18,653 $ 12,863 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 that are measured at fair value on a recurring basis (in thousands) as of March 31, 2021: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments (unaudited) Money market funds $ 125,378 $ — $ — $ 125,378 $ 125,378 $ — U.S. Treasury notes 49,123 7 — 49,130 — 49,130 Commercial paper 57,067 — — 57,067 — 57,067 Corporate bonds 27,615 — (5) 27,610 — 27,610 Total $ 259,183 $ 7 $ (5) $ 259,185 $ 125,378 $ 133,807 The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis (in thousands) as of December 31, 2020: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 79,387 $ — $ — $ 79,387 $ 79,387 $ — US treasury notes 59,382 7 — 59,389 — 59,389 Commercial paper 68,018 — — 68,018 — 68,018 Corporate bonds 48,494 8 (1) 48,501 — 48,501 Asset-backed securities 3,009 — — 3,009 — 3,009 Total $ 258,290 $ 15 $ (1) $ 258,304 $ 79,387 $ 178,917 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | Assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 were as follows (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total (unaudited) Money market funds $ 125,378 $ — $ — $ 125,378 U.S. Treasury notes 49,130 — — 49,130 Commercial paper — 57,067 — 57,067 Corporate bonds — 27,610 — 27,610 Contingent consideration liabilities — — (32,444) (32,444) Total $ 174,508 $ 84,677 $ (32,444) $ 226,741 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds $ 79,387 $ — $ — $ 79,387 U.S. Treasury notes 59,389 — — 59,389 Commercial paper — 68,018 — 68,018 Corporate bonds — 48,501 — 48,501 Asset-backed securities — 3,009 — 3,009 Contingent consideration liabilities — — (31,264) (31,264) Total $ 138,776 $ 119,528 $ (31,264) $ 227,040 |
Fair value, liabilities measured on recurring basis | The recurring Level 3 fair value measurements of the contingent consideration liabilities include the other following significant inputs as of March 31, 2021: Valuation Method Fair Value Market Price of Revenue Risk Revenue Volatility Stock Price Volatility (unaudited) Revenue-based earn-out liabilities Monte Carlo $ 32.4 million 3% 10% 41% The Able Health acquisition consideration included an initial estimate for contingent consideration for shares of our common stock if certain incremental billing targets for Able Health were met during an earn-out period that ended on December 31, 2020. This Able Health earn-out contingent consideration liability was settled during the three months ended March 31, 2021. |
Liabilities measured on recurring basis, unobservable input reconciliation | The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (unaudited) Balance as of December 31, 2020 $ 31,264 Settlement of contingent consideration (1,009) Change in fair value of contingent consideration liabilities 2,156 Balance as of March 31, 2021 $ 32,411 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of March 31, 2021 and December 31, 2020, accrued liabilities consisted of the following (in thousands): As of As of 2021 2020 (unaudited) Accrued compensation and benefit expenses $ 7,024 $ 9,838 Other accrued liabilities 5,922 6,672 Total accrued liabilities $ 12,946 $ 16,510 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The interest expense recognized related to the Notes was as follows (in thousands): Three Months Ended (unaudited) Contractual interest expense $ 1,437 Amortization of debt issuance costs and discount 2,870 Total $ 4,307 The net carrying value of the liability component of the Notes was as follows (in thousands): March 31, 2021 (unaudited) Principal $ 230,000 Less: Unamortized debt discount (53,577) Less: Unamortized issuance costs (4,559) Net carrying amount $ 171,864 The net carrying value of the equity component of the Notes was as follows (in thousands): March 31, 2021 (unaudited) Proceeds allocated to the conversion option (debt discount) $ 63,270 Less: Issuance costs (2,057) Net carrying amount $ 61,213 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 (unaudited) Numerator: Net loss $ (28,370) $ (17,490) Denominator: Weighted-average number of shares used in calculating net loss per share, basic and diluted 43,870,288 37,108,998 Net loss per share, basic and diluted $ (0.65) $ (0.47) |
Schedule of share totals with a potentially dilutive impact | The following table contains share totals with a potentially dilutive impact: As of March 31, 2021 2020 (unaudited) Common stock options 3,344,047 6,640,662 Restricted stock units 2,937,690 2,145,968 Performance-based restricted stock units 307,859 — Shares related to convertible senior notes 2,768,114 — Shares issuable as acquisition-related contingent consideration 344,436 — Employee stock purchase plan 72,892 87,107 Restricted shares 114,747 179,392 Total potentially dilutive securities 9,889,785 9,053,129 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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): Three Months Ended March 31, 2021 2020 (unaudited) Options $ 1,394 $ 2,542 Restricted stock units 8,002 5,117 Performance-based restricted stock units 1,329 — Employee stock purchase plan 417 492 Restricted shares 2,368 590 Total stock-based compensation $ 13,510 $ 8,741 Three Months Ended March 31, 2021 2020 (unaudited) Cost of revenue $ 1,809 $ 992 Sales and marketing 4,818 3,182 Research and development 2,257 1,882 General and administrative 4,626 2,685 Total stock-based compensation $ 13,510 $ 8,741 |
Schedule of information related to stock options | A summary of the share option activity under the 2019 Plan for the three months ended March 31, 2021, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (unaudited) Outstanding at January 1, 2021 3,892,936 $ 11.58 Options exercised (537,889) 12.05 Options cancelled/forfeited (11,000) 11.50 Outstanding at March 31, 2021 3,344,047 $ 11.50 6.8 $ 117,946,252 Vested and expected to vest as of March 31, 2021 3,344,047 $ 11.50 6.8 $ 117,946,252 Vested and exercisable as of March 31, 2021 1,715,358 $ 10.49 6.0 $ 62,231,385 |
Schedule of outstanding RSUs and related activity | The following table sets forth the outstanding RSUs and related activity for the three months ended March 31, 2021: Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2021 1,839,998 $ 34.17 RSUs granted 1,329,687 49.77 RSUs vested 186,329 33.70 RSUs forfeited (45,666) 35.50 Unvested and outstanding at March 31, 2021 2,937,690 $ 41.24 The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the three months ended March 31, 2021: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2021 — $ — PRSUs granted 313,322 49.77 PRSUs forfeited (5,463) 49.77 Unvested and outstanding at March 31, 2021 307,859 $ 49.77 |
Schedule of the purchase right for the ESPP option assumptions | The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) Expected volatility 40.4% 54.9% Expected term (in months) 6 6 Risk-free interest rate 0.1% 1.6% Expected dividends — — |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment revenue | Segment revenue and Adjusted Gross Profit for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 (unaudited) Revenue Technology $ 33,839 $ 24,699 Professional Services 22,007 20,417 Total $ 55,846 $ 45,116 |
Schedule of segment adjusted gross profit | Three Months Ended March 31, 2021 2020 (unaudited) Adjusted Gross Profit Technology $ 23,388 $ 16,969 Professional Services 6,929 5,071 Total reportable segments Adjusted Gross Profit 30,317 22,040 Less Adjusted Gross Profit reconciling items: Stock-based compensation (1,809) (992) Less other reconciling items: Sales and marketing (15,651) (13,487) Research and development (14,345) (13,088) General and administrative (15,015) (9,701) Depreciation and amortization (7,814) (2,877) Interest and other expense, net (3,952) (621) Net loss before income taxes $ (28,269) $ (18,726) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | Jul. 10, 2019 | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Subscription contract, term | 3 years | |||
Subscription contracts, terminable period | 1 year | |||
Subscription contracts, days notice of termination | 90 days | |||
Unbilled accounts receivable | $ 1,300,000 | $ 1,600,000 | ||
Deferred Revenue | 52,800,000 | 49,000,000 | ||
Capitalized contract cost, net, current | $ 700,000 | 500,000 | ||
Capitalized contract cost, amortization period | 12 months | |||
Capitalized contract cost, net, noncurrent | $ 1,900,000 | 1,400,000 | ||
Estimated period of benefit | 4 years | |||
Deferred contract fulfillment costs | $ 500,000 | $ 500,000 | ||
Long lived impairment charges | 0 | $ 0 | ||
Goodwill impairment | 0 | 0 | ||
Acquisition transaction costs | 900,000 | |||
Advertising expense | $ 400,000 | $ 600,000 | ||
Stock split conversion ratio | 0.5 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Allowance For Credit Losses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 1,200 |
Current period provision for expected credit losses | 300 |
Less: Write-offs, net of recoveries | 0 |
Ending balance | $ 1,500 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Capitalized internal-use software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Capitalized internal-use software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Intangible Assets Useful Life (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Developed technologies | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 3 years |
Developed technologies | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Customer relationships and contracts | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Customer relationships and contracts | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 7 years |
Computer software licenses | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Computer software licenses | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Trademarks | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Trademarks | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Sep. 01, 2020 | Jul. 31, 2020 | Feb. 21, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Acquisition of business, net of cash acquired | $ 0 | $ 15,249 | |||
Able Health Inc | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 21,500 | ||||
Acquisition of business, net of cash acquired | 15,200 | ||||
Common shares issued in acquisition, at fair value | 3,300 | ||||
Contingent consideration liabilities | $ 3,000 | ||||
Interest acquired | 100.00% | ||||
Able Health Inc | Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Number of restricted shares issued (in shares) | 179,392 | ||||
RSUs granted (in shares) | 60,000 | ||||
Service period (in years) | 1 year | ||||
Cliff vesting period | 1 year | ||||
Able Health Inc | Restricted Shares Pursuant To Acquisition Agreement | |||||
Business Acquisition [Line Items] | |||||
Vesting period | 2 years | ||||
Able Health Inc | Vest in year one | Restricted Shares Pursuant To Acquisition Agreement | |||||
Business Acquisition [Line Items] | |||||
Service period (in years) | 1 year | ||||
Vesting percent | 50.00% | ||||
Healthfinch Inc | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 50,500 | ||||
Acquisition of business, net of cash acquired | 16,900 | ||||
Common shares issued in acquisition, at fair value | 27,800 | ||||
Contingent consideration liabilities | $ 5,800 | ||||
Interest acquired | 100.00% | ||||
Vitalware L L C | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 119,200 | ||||
Acquisition of business, net of cash acquired | 69,600 | ||||
Common shares issued in acquisition, at fair value | 41,300 | ||||
Contingent consideration liabilities | $ 8,300 | ||||
Interest acquired | 100.00% | ||||
Number of restricted shares issued (in shares) | 203,997 | ||||
Vitalware L L C | Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Number of restricted shares issued (in shares) | 203,997 | ||||
Vesting percent | 25.00% | ||||
Cliff vesting period | 1 year | ||||
Vitalware L L C | Vest in year one | Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Vesting percent | 75.00% | ||||
Share-based payment award, expiration period | 12 months | ||||
Cliff vesting period | 1 year | ||||
Developed technologies | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 10 years | ||||
Developed technologies | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 3 years | ||||
Developed technologies | Able Health Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 3 years | ||||
Developed technologies | Healthfinch Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 3 years | ||||
Developed technologies | Vitalware L L C | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 4 years | ||||
Customer relationships | Able Health Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 6 years | ||||
Customer relationships | Healthfinch Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 7 years | ||||
Customer relationships | Vitalware L L C | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 7 years | ||||
Trademarks | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 5 years | ||||
Trademarks | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years | ||||
Trademarks | Able Health Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years | ||||
Trademarks | Healthfinch Inc | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years | ||||
Trademarks | Vitalware L L C | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 5 years | ||||
Trademarks | Vitalware L L C | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years | ||||
Contract Backlogs | Vitalware L L C | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 01, 2020 | Jul. 31, 2020 | Feb. 21, 2020 |
Less liabilities assumed: | |||||
Goodwill | $ 107,822 | $ 107,822 | |||
Able Health Inc | |||||
Assets acquired: | |||||
Accounts receivable | $ 633 | ||||
Prepaid expenses and other assets | 57 | ||||
Total assets acquired | 8,890 | ||||
Less liabilities assumed: | |||||
Accounts payable and other current liabilities | 91 | ||||
Deferred revenue | 762 | ||||
Net deferred tax liabilities | 1,280 | ||||
Total liabilities assumed | 2,133 | ||||
Total assets acquired, net | 6,757 | ||||
Goodwill | 14,725 | ||||
Total consideration transferred, net of cash acquired | 21,482 | ||||
Able Health Inc | Developed technologies | |||||
Assets acquired: | |||||
Intangible assets | 7,500 | ||||
Able Health Inc | Customer relationships | |||||
Assets acquired: | |||||
Intangible assets | 600 | ||||
Able Health Inc | Trademarks | |||||
Assets acquired: | |||||
Intangible assets | $ 100 | ||||
Healthfinch Inc | |||||
Assets acquired: | |||||
Accounts receivable | $ 1,408 | ||||
Prepaid expenses and other assets | 347 | ||||
Total assets acquired | 20,055 | ||||
Less liabilities assumed: | |||||
Accounts payable and other current liabilities | 408 | ||||
Deferred revenue | 2,100 | ||||
Total liabilities assumed | 2,508 | ||||
Total assets acquired, net | 17,547 | ||||
Goodwill | 32,960 | ||||
Total consideration transferred, net of cash acquired | 50,507 | ||||
Healthfinch Inc | Developed technologies | |||||
Assets acquired: | |||||
Intangible assets | 8,100 | ||||
Healthfinch Inc | Customer relationships | |||||
Assets acquired: | |||||
Intangible assets | 10,000 | ||||
Healthfinch Inc | Trademarks | |||||
Assets acquired: | |||||
Intangible assets | $ 200 | ||||
Vitalware L L C | |||||
Assets acquired: | |||||
Accounts receivable | $ 3,220 | ||||
Prepaid expenses and other assets | 469 | ||||
Total assets acquired | 66,089 | ||||
Less liabilities assumed: | |||||
Accounts payable and other current liabilities | 766 | ||||
Deferred revenue | 2,589 | ||||
Total liabilities assumed | 3,355 | ||||
Total assets acquired, net | 62,734 | ||||
Goodwill | 56,443 | ||||
Total consideration transferred, net of cash acquired | 119,177 | ||||
Vitalware L L C | Developed technologies | |||||
Assets acquired: | |||||
Intangible assets | 18,000 | ||||
Vitalware L L C | Customer relationships | |||||
Assets acquired: | |||||
Intangible assets | 43,000 | ||||
Vitalware L L C | Trademarks | |||||
Assets acquired: | |||||
Intangible assets | $ 1,400 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Total pro forma revenues | $ 209,409 | $ 173,973 |
Pro forma net loss | (124,485) | (90,850) |
Acquisition Related Fair Value Adjustments | ||
Business Acquisition [Line Items] | ||
Net income (loss) | $ 9,500 | $ 30,800 |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | $ 55,846 | $ 45,116 |
Recurring technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 33,567 | 24,699 | |
One-time technology (i.e., perpetual license) | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 272 | 0 | |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | $ 22,007 | $ 20,417 |
[1] | Includes amounts attributable to related party transactions. See Note 16 for further details. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Revenue related to contracts with customers (percentage) | 99.90% | 99.90% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of operating segments | 2 | |
Number of reporting units | 2 | |
Amortization of intangible assets | $ | $ 7.1 | $ 2.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Goodwill | $ 107,822 | $ 107,822 |
Technology | ||
Goodwill [Line Items] | ||
Goodwill | 107,040 | 107,040 |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 136,552 | $ 136,552 |
Accumulated Amortization | (44,712) | (37,631) |
Net | 91,840 | 98,921 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 69,729 | 69,729 |
Accumulated Amortization | (28,676) | (25,293) |
Net | 41,053 | 44,436 |
Customer relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 57,764 | 57,764 |
Accumulated Amortization | (10,520) | (7,482) |
Net | 47,244 | 50,282 |
Computer software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 7,359 | 7,359 |
Accumulated Amortization | (5,123) | (4,615) |
Net | 2,236 | 2,744 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,700 | 1,700 |
Accumulated Amortization | (393) | (241) |
Net | $ 1,307 | $ 1,459 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 29,202 | $ 22,872 |
Less: accumulated depreciation | (10,549) | (10,009) |
Property and equipment, net | 18,653 | 12,863 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,562 | 8,576 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 10,536 | 8,089 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,614 | 1,734 |
Capitalized internal-use software costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,506 | 3,489 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 947 | 947 |
Capital lease equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 37 | $ 37 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.7 | $ 0.7 |
Capitalized computer software, net | 1 | 0.1 |
Capitalized computer software, amortization | $ 0.3 | $ 0.1 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Interest receivable | $ 600 | $ 500 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 259,183 | 258,290 |
Unrealized Gains | 7 | 15 |
Unrealized Losses | (5) | (1) |
Fair Value | 259,185 | 258,304 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 125,378 | 79,387 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 125,378 | 79,387 |
U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 49,123 | 59,382 |
Unrealized Gains | 7 | 7 |
Unrealized Losses | 0 | 0 |
Fair Value | 49,130 | 59,389 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 57,067 | 68,018 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 57,067 | 68,018 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 27,615 | 48,494 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | (5) | (1) |
Fair Value | 27,610 | 48,501 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,009 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 3,009 | |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 125,378 | 79,387 |
Cash equivalents | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 125,378 | 79,387 |
Cash equivalents | U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Cash equivalents | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Cash equivalents | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
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 | 133,807 | 178,917 |
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 | 49,130 | 59,389 |
Short-term Investments | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 57,067 | 68,018 |
Short-term Investments | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 27,610 | 48,501 |
Short-term Investments | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 3,009 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) shares in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 01, 2020 | Apr. 14, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ 259,185,000 | $ 258,304,000 | ||
Amount borrowed | $ 1,000 | |||
Fair value | 32,400,000 | |||
Senior Notes Due 2025 | Convertible Notes Payable | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal | 230,000,000 | |||
Amount borrowed | $ 391,300,000 | $ 230,000,000 | ||
Vitalware L L C | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration liabilities | $ (8,300,000) | |||
Shares issuable, contingent consideration (in shares) | 30 | |||
Contingent consideration paid in a combination cash | 50.00% | |||
Contingent consideration paid in a combination shares | 50.00% | |||
Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value | $ 32,500,000 | |||
U.S. Treasury notes | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 49,130,000 | 59,389,000 | ||
Commercial paper | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 57,067,000 | 68,018,000 | ||
Corporate bonds | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 27,610,000 | 48,501,000 | ||
Asset-backed securities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 3,009,000 | |||
Fair value, recurring | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Money market funds | 125,378,000 | 79,387,000 | ||
Contingent consideration liabilities | (32,444,000) | (31,264,000) | ||
Total | 226,741,000 | 227,040,000 | ||
Fair value, recurring | Level 1 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Money market funds | 125,378,000 | 79,387,000 | ||
Contingent consideration liabilities | 0 | 0 | ||
Total | 174,508,000 | 138,776,000 | ||
Fair value, recurring | Level 2 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Money market funds | 0 | 0 | ||
Contingent consideration liabilities | 0 | 0 | ||
Total | 84,677,000 | 119,528,000 | ||
Fair value, recurring | Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Money market funds | 0 | 0 | ||
Contingent consideration liabilities | (32,444,000) | (31,264,000) | ||
Total | (32,444,000) | (31,264,000) | ||
Fair value, recurring | U.S. Treasury notes | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 49,130,000 | 59,389,000 | ||
Fair value, recurring | U.S. Treasury notes | Level 1 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 49,130,000 | 59,389,000 | ||
Fair value, recurring | U.S. Treasury notes | Level 2 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 0 | 0 | ||
Fair value, recurring | U.S. Treasury notes | Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 0 | 0 | ||
Fair value, recurring | Commercial paper | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | 57,067,000 | 68,018,000 | ||
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 | 57,067,000 | 68,018,000 | ||
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 | 27,610,000 | 48,501,000 | ||
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 | 27,610,000 | 48,501,000 | ||
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 | 3,009,000 | |||
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 | 3,009,000 | |||
Fair value, recurring | Asset-backed securities | Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Contingent Consideration Liabilities (Details) $ in Millions | Mar. 31, 2021USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value | $ 32.4 |
Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value | $ 32.5 |
Measurement Input Market Price Of Revenue Risk | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Revenue-based earn-out liabilities | 0.03 |
Measurement Input Revenue Volatility | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Revenue-based earn-out liabilities | 0.10 |
Measurement Input, Price Volatility | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Revenue-based earn-out liabilities | 0.41 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Contingent Consideration (Details) - Shares issuable as acquisition-related contingent consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |
Balance as of December 31, 2020 | $ 31,264 |
Settlement of contingent consideration | (1,009) |
Change in fair value of contingent consideration liabilities | 2,156 |
Balance as of March 31, 2021 | $ 32,411 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefit expenses | $ 7,024 | $ 9,838 |
Other accrued liabilities | 5,922 | 6,672 |
Total accrued liabilities | $ 12,946 | $ 16,510 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | Mar. 31, 2021USD ($)$ / shares | Apr. 14, 2020USD ($)day$ / shares | Apr. 09, 2020USD ($) | Mar. 31, 2021USD ($)day$ / sharesshares | Apr. 08, 2020$ / instrument |
Line of Credit Facility [Line Items] | |||||
Amount borrowed | $ 1,000 | ||||
Share price (in USD per share) | $ / shares | $ 46.77 | $ 46.77 | |||
Cash Flow Hedging | Capped Call | Designated as Hedging Instrument | |||||
Line of Credit Facility [Line Items] | |||||
Derivative, cost of hedge | $ 21,700,000 | ||||
Cap price (in dollars per share) | $ / instrument | 42 | ||||
Convertible Notes Payable | |||||
Line of Credit Facility [Line Items] | |||||
Convertible debt liability component fair value disclosure | 63,300,000 | ||||
Senior Notes Due 2025 | Convertible Notes Payable | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds allocated to the conversion option (debt discount) | $ 63,270,000 | $ 230,000,000 | $ 63,270,000 | ||
Basis rate (in percentage) | 2.50% | ||||
Proceeds from issuance of debt | $ 222,500,000 | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | 130.00% | |||
Threshold trading days | day | 20 | 20 | |||
Threshold consecutive trading days | day | 30 | 30 | |||
Redemption price, percentage | 100.00% | ||||
Number of shares issued in conversion (in shares) | shares | 0.00326797 | ||||
Amount borrowed | $ 391,300,000 | $ 230,000,000 | $ 391,300,000 | ||
Conversion price (in dollars per share) | $ / shares | $ 30.60 | $ 30.60 | $ 30.60 | ||
Convertible debt liability component fair value disclosure | $ 166,700,000 | ||||
Debt issuance cost gross liability component | 5,500,000 | ||||
Debt issuance cost gross equity component | $ 2,100,000 | ||||
Debt instrument, convertible, if-converted value in excess of principal | $ 121,500,000 | ||||
Senior Notes Due 2025 | Convertible Notes Payable | Measurement Input, Discount Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, measurement input | 0.10 | ||||
Senior Notes Due 2025 | Convertible Notes Payable | Debt Instrument Convertible Sale Price Of Stock Threshold | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, convertible, threshold percentage of stock price trigger | 98.00% | ||||
Threshold trading days | day | 5 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Line of Credit Facility [Line Items] | ||
Amortization of debt discount and issuance costs | $ 2,870 | $ 285 |
Senior Notes Due 2025 | Convertible Notes Payable | ||
Line of Credit Facility [Line Items] | ||
Contractual interest expense | 1,437 | |
Amortization of debt discount and issuance costs | 2,870 | |
Total | $ 4,307 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net Carrying Value Of the Liability (Details) - Senior Notes Due 2025 - Convertible Notes Payable $ in Thousands | Mar. 31, 2021USD ($) |
Line of Credit Facility [Line Items] | |
Principal | $ 230,000 |
Less: Unamortized debt discount | (53,577) |
Less: Unamortized issuance costs | (4,559) |
Net carrying amount | $ 171,864 |
Convertible Senior Notes - Ne_2
Convertible Senior Notes - Net Carrying Value Of the Equity (Details) - Senior Notes Due 2025 - Convertible Notes Payable - USD ($) $ in Thousands | Mar. 31, 2021 | Apr. 14, 2020 |
Line of Credit Facility [Line Items] | ||
Proceeds allocated to the conversion option (debt discount) | $ 63,270 | $ 230,000 |
Less: Issuance costs | (2,057) | |
Net carrying amount | $ 61,213 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) | Mar. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 44,454,783 | 43,709,237 |
Shares outstanding (in shares) | 44,454,783 | 43,709,237 |
Stockholders vote | vote | 1 | |
Vitalware L L C | Able Health Inc | ||
Preferred stock, shares issued (in shares) | 114,747 | 332,389 |
Shares outstanding (in shares) | 114,747 | 332,389 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (28,370) | $ (17,490) |
Denominator: | ||
Weighted-average number of shares used in calculating net loss per share basic and diluted (in shares) | 43,870,288 | 37,108,998 |
Net loss per share basic and diluted (in USD per share) | $ (0.65) | $ (0.47) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 14, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 9,889,785 | 9,053,129 | |
Senior Notes Due 2025 | Convertible Notes Payable | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion price (in dollars per share) | $ 30.60 | $ 30.60 | |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 3,344,047 | 6,640,662 | |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 2,937,690 | 2,145,968 | |
Performance-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 307,859 | 0 | |
Shares related to convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 2,768,114 | 0 | |
Shares issuable as acquisition-related contingent consideration | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 344,436 | 0 | |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 72,892 | 87,107 | |
Restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 114,747 | 179,392 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Sep. 01, 2020 | Feb. 21, 2020 | Jul. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 01, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (in shares) | 0 | 0 | |||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares exercised in period | $ 18,700 | ||||||
Total grant-date fair value of stock options vested | 1,800 | ||||||
Nonvested award options, unrecognized compensation expense | $ 6,300 | ||||||
Nonvested awards, period for recognition | 1 year 4 months 24 days | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards, period for recognition | 3 years 2 months 12 days | ||||||
Cliff vesting period | 4 years | ||||||
Unrecognized stock-based compensation expense related to RSUs | $ 114,100 | ||||||
Restricted stock units | Vest in year one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cliff vesting period | 1 year | ||||||
Vesting percent | 25.00% | ||||||
Performance-based restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period (in years) | 4 years | ||||||
Performance-based restricted stock units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 0.00% | ||||||
Performance-based restricted stock units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 100.00% | ||||||
Restricted shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards, period for recognition | 1 year | ||||||
Unrecognized stock-based compensation expense related to RSUs | $ 10,300 | ||||||
Employee stock purchase plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 750,000 | 72,892 | |||||
Percentage increase of the number of common stock shares (in percentage) | 1.00% | ||||||
Shares available for grant (in shares) | 1,245,652 | 437,092 | |||||
Unrecognized stock-based compensation expense related to RSUs | $ 400 | ||||||
ESPP share increase in period (in shares) | 750,000 | ||||||
Employee stock purchase plan period | 6 months | ||||||
Maximum employee subscription rate | 15.00% | ||||||
Maximum purchase value during offering period | $ 25,000 | ||||||
Denominator of lowest purchase of a participant (in shares) | 2,500 | ||||||
Purchase price of common stock (in percentage) | 85.00% | ||||||
Able Health Inc | Restricted shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cliff vesting period | 1 year | ||||||
Number of restricted shares issued (in shares) | 179,392 | ||||||
Service period (in years) | 1 year | ||||||
Vitalware L L C | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 89,250 | ||||||
Number of restricted shares issued (in shares) | 203,997 | ||||||
Vitalware L L C | Restricted shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards, period for recognition | 4 months 24 days | ||||||
Cliff vesting period | 1 year | ||||||
Vesting percent | 25.00% | ||||||
Unrecognized stock-based compensation expense related to RSUs | $ 2,800 | ||||||
Number of restricted shares issued (in shares) | 203,997 | ||||||
Vitalware L L C | Restricted shares | Vest in year one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cliff vesting period | 1 year | ||||||
Vesting percent | 75.00% | ||||||
Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 15,294,920 | 13,109,459 | |||||
Shares available for grant (in shares) | 3,086,399 | 2,481,818 | |||||
2011 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,756,607 | ||||||
Number of additional shares authorized (in shares) | 256,607 | ||||||
Percentage increase of the number of common stock shares (in percentage) | 5.00% | ||||||
2019 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,500,000 | 2,185,461 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 13,510 | $ 8,741 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,809 | 992 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 4,818 | 3,182 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,257 | 1,882 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 4,626 | 2,685 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,394 | 2,542 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 8,002 | 5,117 |
Performance-based restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,329 | 0 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 417 | 492 |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,368 | $ 590 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Time-Based Option Shares | |
Outstanding at January 1, 2021 (in shares) | shares | 3,892,936 |
Options exercised (in shares) | shares | (537,889) |
Options cancelled/forfeited (in shares) | shares | (11,000) |
Outstanding at March 31, 2021 (in shares) | shares | 3,344,047 |
Vested and expected to vest, outstanding (in shares) | shares | 3,344,047 |
Share-based payment award, options, exercisable (in shares) | shares | 1,715,358 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 11.58 |
Options exercised (in USD per share) | $ / shares | 12.05 |
Options cancelled/forfeited (in USD per share) | $ / shares | 11.50 |
Outstanding, ending balance (in USD per share) | $ / shares | 11.50 |
Vested and expected to vest (in USD per share) | $ / shares | 11.50 |
Vested and exercisable (in USD per share) | $ / shares | $ 10.49 |
Option shares outstanding, weighted average remaining contractual life in years | 6 years 9 months 18 days |
Vested and expected to vest, weighted average remaining contractual life in years | 6 years 9 months 18 days |
Vested and exercisable, weighted average remaining contractual life in years | 6 years |
Option shares outstanding, aggregate intrinsic value | $ | $ 117,946,252 |
Option shares vested and expected to vest, aggregate intrinsic value | $ | 117,946,252 |
Option shares vested and exercisable, aggregate intrinsic value | $ | $ 62,231,385 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
RSUs vested (in shares) | shares | 186,329 |
Weighted Average Grant Date Fair Value | |
RSUs vested (in USD per share) | $ / shares | $ 33.70 |
Restricted stock units | |
Restricted Stock Units | |
Unvested and outstanding, beginning balance (in shares) | shares | 1,839,998 |
RSUs granted (in shares) | shares | 1,329,687 |
RSUs forfeited (in shares) | shares | (45,666) |
Unvested and outstanding, ending balance (in shares) | shares | 2,937,690 |
Weighted Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance, grant date fair value (in USD per share) | $ / shares | $ 34.17 |
RSUs granted (in USD per share) | $ / shares | 49.77 |
RSUs forfeited (in USD per share) | $ / shares | 35.50 |
Unvested and outstanding, ending balance, grant date fair value (in USD per share) | $ / shares | $ 41.24 |
Performance-based restricted stock units | |
Restricted Stock Units | |
Unvested and outstanding, beginning balance (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 313,322 |
RSUs forfeited (in shares) | shares | (5,463) |
Unvested and outstanding, ending balance (in shares) | shares | 307,859 |
Weighted Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance, grant date fair value (in USD per share) | $ / shares | $ 0 |
RSUs granted (in USD per share) | $ / shares | 49.77 |
RSUs forfeited (in USD per share) | $ / shares | 49.77 |
Unvested and outstanding, ending balance, grant date fair value (in USD per share) | $ / shares | $ 49.77 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - Employee stock purchase plan - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 40.40% | 54.90% |
Expected term (in months) | 6 months | 6 months |
Risk-free interest rate | 0.10% | 1.60% |
Expected dividends | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (0.40%) | 6.60% |
Income tax benefit | $ (101) | $ 1,236 |
Change in valuation allowance | $ 1,300 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Product Information [Line Items] | ||
Percentage of revenue recognized was included in deferred revenue (in percentage) | 42.00% | 33.00% |
Revenue remaining performance obligation amount | $ 79.6 | |
Technology and professional services | ||
Product Information [Line Items] | ||
Service contract term | 3 years | |
Allowed termination period | 1 year | |
Notice required for termination | 90 days |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (in percentage) | 75.00% |
Remaining performance obligation, period | 24 months |
Related Parties (Details)
Related Parties (Details) - Board member - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenue recognized from related party | $ 900 | $ 700 | |
Receivables from related party | 800 | $ 600 | |
Deferred revenue with related party | 400 | 700 | |
Consideration | 1,200 | ||
Acquisition-related consideration payable to related party | $ 0 | $ 0 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segments - Scheduled of Segment
Segments - Scheduled of Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | [1] | $ 55,846 | $ 45,116 |
Technology | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 33,839 | 24,699 | |
Professional Services | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 22,007 | $ 20,417 | |
[1] | Includes amounts attributable to related party transactions. See Note 16 for further details. |
Segments - Schedule of Segment
Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Less Adjusted Gross Profit reconciling items: | ||
Stock-based compensation | $ (13,510) | $ (8,741) |
Less other reconciling items: | ||
Sales and marketing | (15,651) | (13,487) |
Research and development | (14,345) | (13,088) |
General and administrative | (15,015) | (9,701) |
Depreciation and amortization | (7,814) | (2,877) |
Interest and other expense, net | (3,952) | (621) |
Net loss before income taxes | (28,269) | (18,726) |
Operating segments | ||
Adjusted Gross Profit | ||
Gross profit | 30,317 | 22,040 |
Operating segments | Technology | ||
Adjusted Gross Profit | ||
Gross profit | 23,388 | 16,969 |
Operating segments | Professional Services | ||
Adjusted Gross Profit | ||
Gross profit | 6,929 | 5,071 |
Segment reconciling items | ||
Less Adjusted Gross Profit reconciling items: | ||
Stock-based compensation | (1,809) | (992) |
Less other reconciling items: | ||
Sales and marketing | (15,651) | (13,487) |
Research and development | (14,345) | (13,088) |
General and administrative | (15,015) | (9,701) |
Depreciation and amortization | (7,814) | (2,877) |
Interest and other expense, net | $ (3,952) | $ (621) |
Uncategorized Items - hcat-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |