Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.001 per share | |
Trading Symbol | HCAT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,550,324 | |
Entity Central Index Key | 0001636422 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 94,971 | $ 116,312 |
Short-term investments | 252,726 | 247,178 |
Accounts receivable, net | 46,085 | 47,970 |
Prepaid expenses and other assets | 14,671 | 16,335 |
Total current assets | 408,453 | 427,795 |
Property and equipment, net | 26,096 | 25,928 |
Intangible assets, net | 71,996 | 92,189 |
Operating lease right-of-use assets | 15,277 | 16,658 |
Goodwill | 185,982 | 185,982 |
Other assets | 5,116 | 3,734 |
Total assets | 712,920 | 752,286 |
Current liabilities: | ||
Accounts payable | 6,327 | 4,424 |
Accrued liabilities | 21,457 | 19,691 |
Deferred revenue | 53,067 | 54,961 |
Operating lease liabilities | 3,402 | 3,434 |
Total current liabilities | 84,253 | 82,510 |
Convertible senior notes | 227,655 | 226,523 |
Deferred revenue, net of current portion | 312 | 105 |
Operating lease liabilities, net of current portion | 18,233 | 18,017 |
Other liabilities | 73 | 121 |
Total liabilities | 330,526 | 327,276 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 57,044,112 and 55,261,922 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1,469,422 | 1,424,681 |
Accumulated deficit | (1,086,858) | (999,023) |
Accumulated other comprehensive loss | (170) | (648) |
Total stockholders’ equity | 382,394 | 425,010 |
Total liabilities and stockholders’ equity | $ 712,920 | $ 752,286 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 57,044,112 | 55,261,922 |
Common stock, shares outstanding (in shares) | 57,044,112 | 55,261,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 73,773 | $ 68,354 | $ 220,854 | $ 207,074 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | 41,787 | 36,340 | 119,529 | 104,943 |
Operating expenses: | ||||
Sales and marketing | 15,084 | 25,401 | 50,050 | 67,141 |
Research and development | 17,667 | 20,770 | 52,339 | 56,066 |
General and administrative | 13,625 | 19,192 | 61,129 | 45,551 |
Depreciation and amortization | 10,190 | 12,372 | 31,919 | 36,633 |
Total operating expenses | 56,566 | 77,735 | 195,437 | 205,391 |
Loss from operations | (24,580) | (45,721) | (94,112) | (103,260) |
Interest and other income (expense), net | 2,607 | 142 | 6,490 | (2,700) |
Loss before income taxes | (21,973) | (45,579) | (87,622) | (105,960) |
Income tax provision (benefit) | 59 | 156 | 213 | (4,339) |
Net loss | $ (22,032) | $ (45,735) | $ (87,835) | $ (101,621) |
Net loss per share, basic (in USD per share) | $ (0.39) | $ (0.84) | $ (1.57) | $ (1.89) |
Net loss per share, diluted (in USD per share) | $ (0.39) | $ (0.84) | $ (1.57) | $ (1.97) |
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares) | 56,710,602 | 54,303,667 | 56,061,925 | 53,666,667 |
Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares) | 56,710,602 | 54,303,667 | 56,061,925 | 54,024,697 |
Technology | ||||
Revenue: | ||||
Total revenue | $ 45,973 | $ 43,997 | $ 140,483 | $ 131,624 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | 15,169 | 14,572 | 45,755 | 41,895 |
Professional services | ||||
Revenue: | ||||
Total revenue | 27,800 | 24,357 | 80,371 | 75,450 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | $ 26,618 | $ 21,768 | $ 73,774 | $ 63,048 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (22,032) | $ (45,735) | $ (87,835) | $ (101,621) |
Other comprehensive income (loss): | ||||
Change in net unrealized gains (losses) on available for sale investments | 35 | (421) | 490 | (686) |
Change in foreign currency translation adjustment | (1) | (19) | (12) | (126) |
Comprehensive loss | $ (21,998) | $ (46,175) | $ (87,357) | $ (102,433) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative effect of adoption of ASU 2020-06 | Common Stock and Additional Paid in Capital | Common Stock and Additional Paid in Capital Cumulative effect of adoption of ASU 2020-06 | Accumulated Deficit | Accumulated Deficit Cumulative effect of adoption of ASU 2020-06 | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 52,622,080 | ||||||
Beginning balance at Dec. 31, 2021 | $ 522,098 | $ (43,973) | $ 1,401,025 | $ (61,213) | $ (878,860) | $ 17,240 | $ (67) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock for settlement of contingent consideration (in shares) | 517,575 | ||||||
Issuance of common stock for settlement of contingent consideration | 10,052 | $ 10,052 | |||||
Vesting of restricted stock units and restricted shares (in shares) | 1,196,251 | ||||||
Vesting of restricted stock units and restricted shares | 1 | $ 1 | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 124,151 | ||||||
Issuance of common stock under employee stock purchase plan | 1,531 | $ 1,531 | |||||
Exercise of stock options (in shares) | 349,491 | ||||||
Exercise of stock options | 3,927 | $ 3,927 | |||||
Stock-based compensation | 54,150 | $ 54,150 | |||||
Repurchase of common stock (in shares) | (709,139) | ||||||
Repurchase of common stock | (8,393) | $ (8,393) | |||||
Issuance of common stock related to acquisitions (in shares) | 113,386 | ||||||
Issuance of common stock related to acquisitions | 3,006 | $ 3,006 | |||||
Net loss | (101,621) | (101,621) | |||||
Other comprehensive income (loss) | (812) | (812) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 54,213,795 | ||||||
Ending balance at Sep. 30, 2022 | 439,966 | $ 1,404,086 | (963,241) | (879) | |||
Beginning balance (in shares) at Jun. 30, 2022 | 54,053,379 | ||||||
Beginning balance at Jun. 30, 2022 | 469,055 | $ 1,387,000 | (917,506) | (439) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock for settlement of contingent consideration (in shares) | 439,327 | ||||||
Issuance of common stock for settlement of contingent consideration | 7,746 | $ 7,746 | |||||
Vesting of restricted stock units and restricted shares (in shares) | 408,126 | ||||||
Exercise of stock options (in shares) | 22,102 | ||||||
Exercise of stock options | 239 | $ 239 | |||||
Stock-based compensation | 17,494 | $ 17,494 | |||||
Repurchase of common stock (in shares) | (709,139) | ||||||
Repurchase of common stock | (8,393) | $ (8,393) | |||||
Net loss | (45,735) | (45,735) | |||||
Other comprehensive income (loss) | (440) | (440) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 54,213,795 | ||||||
Ending balance at Sep. 30, 2022 | $ 439,966 | $ 1,404,086 | (963,241) | (879) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 55,261,922 | 55,261,922 | |||||
Beginning balance at Dec. 31, 2022 | $ 425,010 | $ 1,424,681 | (999,023) | (648) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock for settlement of contingent consideration | 0 | ||||||
Vesting of restricted stock units and restricted shares (in shares) | 1,554,641 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 244,133 | ||||||
Issuance of common stock under employee stock purchase plan | $ 2,206 | $ 2,206 | |||||
Exercise of stock options (in shares) | 128,443 | 128,443 | |||||
Exercise of stock options | $ 937 | $ 937 | |||||
Stock-based compensation | 43,406 | $ 43,406 | |||||
Repurchase of common stock (in shares) | (145,027) | ||||||
Repurchase of common stock | (1,808) | $ (1,808) | |||||
Issuance of common stock related to acquisitions | 0 | ||||||
Net loss | (87,835) | (87,835) | |||||
Other comprehensive income (loss) | $ 478 | 478 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 57,044,112 | 57,044,112 | |||||
Ending balance at Sep. 30, 2023 | $ 382,394 | $ 1,469,422 | (1,086,858) | (170) | |||
Beginning balance (in shares) at Jun. 30, 2023 | 56,541,641 | ||||||
Beginning balance at Jun. 30, 2023 | 389,867 | $ 1,454,897 | (1,064,826) | (204) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock units and restricted shares (in shares) | 497,789 | ||||||
Exercise of stock options (in shares) | 4,682 | ||||||
Exercise of stock options | 40 | $ 40 | |||||
Stock-based compensation | 14,485 | $ 14,485 | |||||
Net loss | (22,032) | (22,032) | |||||
Other comprehensive income (loss) | $ 34 | 34 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 57,044,112 | 57,044,112 | |||||
Ending balance at Sep. 30, 2023 | $ 382,394 | $ 1,469,422 | $ (1,086,858) | $ (170) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (87,835) | $ (101,621) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 42,745 | 53,356 |
Depreciation and amortization | 31,919 | 36,633 |
Impairment of long-lived assets | 2,681 | 4,925 |
Non-cash operating lease expense | 2,272 | 2,458 |
Amortization of debt discount and issuance costs | 1,132 | 1,124 |
Investment discount and premium (accretion) amortization | (6,816) | (608) |
Provision for expected credit losses | 1,626 | 700 |
Deferred tax provision (benefit) | 6 | (4,527) |
Change in fair value of contingent consideration liabilities | 0 | (4,668) |
Other | 101 | (71) |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 259 | (800) |
Prepaid expenses and other assets | 385 | 2,020 |
Accounts payable, accrued liabilities, and other liabilities | 1,847 | 873 |
Deferred revenue | (1,688) | (4,365) |
Contingent consideration liabilities | 0 | (3,234) |
Operating lease liabilities | (2,673) | (2,644) |
Net cash used in operating activities | (14,039) | (20,449) |
Cash flows from investing activities | ||
Proceeds from the sale and maturity of short-term investments | 256,101 | 270,171 |
Purchase of short-term investments | (254,448) | (274,529) |
Capitalization of internal-use software | (9,331) | (10,024) |
Purchase of intangible assets | (986) | (1,317) |
Purchases of property and equipment | (981) | (1,752) |
Proceeds from the sale of property and equipment | 21 | 20 |
Acquisition of businesses, net of cash acquired | 0 | (27,846) |
Net cash used in investing activities | (9,624) | (45,277) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 937 | 3,927 |
Proceeds from employee stock purchase plan | 3,206 | 2,558 |
Repurchase of common stock | (1,808) | (8,393) |
Payments of acquisition-related consideration | 0 | (1,342) |
Net cash provided by (used in) financing activities | 2,335 | (3,250) |
Effect of exchange rate changes on cash and cash equivalents | (13) | (27) |
Net decrease in cash and cash equivalents | (21,341) | (69,003) |
Cash and cash equivalents at beginning of period | 116,312 | 193,227 |
Cash and cash equivalents at end of period | 94,971 | 124,224 |
Supplemental disclosures of non-cash investing and financing information | ||
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 2,033 | 169 |
Purchase of intangible assets included in accounts payable and accrued liabilities | 1,310 | 1,431 |
Stock-based compensation capitalized as internal-use software | 662 | 794 |
Capitalized internal-use software included in accounts payable and accrued liabilities | 88 | 0 |
Purchase of property and equipment included in accounts payable and accrued liabilities | 21 | 130 |
Common stock issued in connection with acquisitions | 0 | 3,006 |
Common stock issued for settlement of contingent consideration | $ 0 | $ 10,052 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 our cloud-based data platform, software analytics applications, and professional services expertise. Our clients, 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 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (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, 2022 included in our Annual Report on Form 10-K. Interim unaudited condensed consolidated financial statements The accompanying interim condensed consolidated balance sheet as of September 30, 2023, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, our interim condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and our interim condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. Our condensed consolidated balance sheet as of December 31, 2022 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 and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or any other period. Principles of consolidation The 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 U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, reserves for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software, impairment assessments of goodwill, intangible assets, and other long-lived 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 significantly 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 (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, when dilutive. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, 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 attributable to common stockholders as the effect is anti-dilutive. Revenue recognition We derive our revenue primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a client; • 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 clients and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to clients for access to use our technology. We provide clients 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 clients the right to take possession of the technology or contain a significant penalty if the client 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 client. Our subscription contracts generally have a three- Subscriptions that allow the client 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 client. 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 client. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, Tech-enabled Managed Services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our clients 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 clients. 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 client 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 generally 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 clients whereby we receive variable consideration based on the achievement of measurable improvements that 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 clients 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 September 30, 2023 and December 31, 2022, the unbilled accounts receivable included in accounts receivable on our condensed consolidated balance sheets was $2.9 million and $0.9 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 client. As of September 30, 2023 and December 31, 2022, the total of current and non-current deferred revenue on our condensed consolidated balance sheets was $53.4 million and $55.1 million, respectively. Deferred costs We capitalize sales commissions and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with clients, 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 client contract. As of September 30, 2023 and December 31, 2022, $2.1 million and $1.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the remaining $3.6 million and $2.6 million, respectively, of deferred contract acquisition costs are 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 client life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average client 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 was $0.6 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $1.6 million and $1.7 million for the nine months ended September 30, 2023 and 2022, respectively, and 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. 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, license and revenue share fees, 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 investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the condensed consolidated balance sheets. 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, client payment patterns, the establishment of specific reserves for clients in an adverse financial condition, and our expectations of changes in macroeconomic conditions, including high interest rates and high inflation, 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): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Allowance for credit losses at the beginning of period $ 3,800 $ 2,000 $ 2,300 $ 1,600 Provision for expected credit losses 112 300 1,626 700 Less: Write-offs, net of recoveries (12) — (26) — Allowance for credit losses at the end of period $ 3,900 $ 2,300 $ 3,900 $ 2,300 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 the 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 the 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. During the nine months ended September 30, 2023 and 2022, we identified asset impairment indicators for multiple portions of our corporate office space designated for subleasing. We performed a recoverability test of the relevant asset groups, comprised of operating lease ROU and other related assets, and determined that the carrying value of these asset groups was not fully recoverable. As a result, we measured and recognized total impairment charges of $2.7 million and $3.7 million during the nine months ended September 30, 2023 and 2022, respectively, representing the amount by which the carrying value exceeded the estimated fair value of these asset groups. The impairment charges were recorded as part of general and administrative expense in our condensed consolidated statements of operations. During the nine months ended September 30, 2023, $2.0 million of the impairment charge was allocated to ROU assets and the remaining $0.7 million was allocated to leasehold improvements, while during the nine months ended September 30, 2022, $2.5 million of the impairment charge was allocated to ROU assets and the remaining $1.2 million was allocated to leasehold improvements. 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 3-5 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, plus any terminal value, in the asset group. If the carrying amount of the asset group exceeds those estimated 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. Intangible assets Intangible assets include developed technologies, client relationships, client 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 Client relationships and contract backlog 2-7 years Computer software licenses 1-5 years Trademarks 1-5 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, client 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 on October 31 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. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions, or other events impacting the reporting unit. 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. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit, which requires management to use significant judgment and estimation. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the reporting units, as well as the sensitivity of the respective fair values to the underlying significant assumptions. Typical methods to derive the fair value of reporting units include using the income or market approaches. The significant assumptions used to form the basis of the estimates include, among others, the selection of valuation methodologies, estimates of expected revenue, including revenue growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and the selection of appropriate market comparable companies. Many of these significant assumptions are forward-looking and could be affected by future economic and market conditions. If a quantitative analysis is necessary, we typically engage the assistance of a valuation specialist in concluding on fair value measurements in connection with determining the fair values of our reporting units. 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 and nine months ended September 30, 2023 and 2022. Business combinations The results of businesses acquired in a business combination are included in our condensed consolidated financial statements from the date of the 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 transferred 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 client-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 client 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 material assets acquired and liabilities assumed in a business combination. We expensed $1.6 million and $0.1 million of transaction costs associated with business combinations during the three months ended September 30, 2023 and 2022, respectively, and $1.6 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively. The costs were expensed as incurred and are included in general and administrative expense in our condensed consolidated statements of operations. 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 generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential payment 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. There were no contingent consideration liabilities during the three and nine months ended September 30, 2023. Advertising costs All advertising costs are expensed as incurred. For the three months ended September 30, 2023 and 2022, we incurred $0.4 million and $4.4 million of advertising costs, respectively, and $1.6 million and $5.8 million for the nine months ended September 30, 2023 and 2022, 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 clients 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 with amortization included in depreciation and amortization expense in our condensed consolidated statements of operations. 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 or, when applicable, the modification date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however, we also consider whether any adjustments are required when the market closing price does not reflect certain material non-public information that we know but is unavailable to marketplace participants on the date of grant. 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. For awards subject to market conditions, we estimate the fair value as of the grant date using a Monte Carlo simulation valuation model which requires the use of various assumptions, including historic stock price volatility and risk-free interest rates as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met. 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 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. Restructuring costs We define restructuring costs as expenses directly associated with restructuring activities. Such costs include severance and related tax and benefit expenses from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. We record team member-related s |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations The business acquisitions discussed below are included in our results of operations from their respective dates of acquisition . 2022 acquisitions ARMUS Corporation On April 29, 2022, we acquired ARMUS Corporation (ARMUS) , a clinical registry development and data management technology company based in Foster City, California. We accounted for the acquisition of ARMUS as a business combination. ARMUS provides data abstraction, data validation, data management, data submission, and data reporting services to support participation in clinical quality registries for healthcare institutions around the world, including health systems, payers, medical device companies, and premier medical societies. The acquisition consideration transferred was $9.4 million and was comprised of net cash consideration of $9.3 million and Health Catalyst common shares with a fair value of $0.1 million. The purchase resulted in Health Catalyst acquiring 100% ownership in ARMUS. An additional 235,330 shares of our common stock subject to a restriction agreement (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 vesting term. 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 ARMUS (in thousands): Assets acquired: Accounts receivable $ 601 Prepaid expenses and other assets 104 ROU lease asset 169 Developed technologies 4,600 Client relationships 2,200 Trademarks 200 Total assets acquired 7,874 Less liabilities assumed: Accounts payable 119 Accrued and other current liabilities 196 Deferred revenue 2,740 Lease liability 157 Net deferred tax liabilities 933 Total liabilities assumed 4,145 Total assets acquired, net 3,729 Goodwill 5,645 Total consideration transferred, net of cash acquired $ 9,374 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and three years, respectively. The resulting goodwill from the ARMUS acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $5.0 million to continuing ARMUS team members. The retention payments are generally subject to vesting based upon continued employment over a required service period of three years. Any forfeited retention payments are reallocated to remaining ARMUS team members until the aggregate amount of $5.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the three and nine months ended September 30, 2023, we recognized compensation expense of $0.3 million and $1.0 million, respectively, related to these retention payments. As of September 30, 2023, there is an additional $2.0 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 1.6 years. KPI Ninja, Inc. On February 24, 2022, we acquired KPI Ninja, Inc. (KPI Ninja) , a leading provider of interoperability, enterprise analytics, and value-based care solutions based in Lincoln, Nebraska. We accounted for the acquisition of KPI Ninja as a business combination. KPI Ninja is known for its powerful capabilities, flexible configurations, and comprehensive applications designed to fulfill the promise of data-driven healthcare. The acquisition consideration transferred was $21.4 million and was comprised of net cash consideration of $18.5 million and Health Catalyst common shares with a fair value of $2.9 million. The purchase resulted in Health Catalyst acquiring 100% ownership in KPI Ninja. An additional 356,919 shares of our common stock subject to a restriction agreement (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 vesting term. 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 KPI Ninja (in thousands): Assets acquired: Accounts receivable $ 45 Prepaid expenses and other assets 197 Property and equipment, net 15 Developed technologies 13,500 Client relationships 1,100 Trademarks 800 Total assets acquired 15,657 Less liabilities assumed: Accounts payable and other current liabilities 266 Deferred revenue 763 Net deferred tax liabilities 3,600 Total liabilities assumed 4,629 Total assets acquired, net 11,028 Goodwill 10,365 Total consideration transferred, net of cash acquired $ 21,393 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and five years, respectively. The resulting goodwill from the KPI Ninja acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $3.0 million to continuing KPI Ninja team members. The retention payments are subject to vesting based upon continued employment over a required service period of four years. Any forfeited retention payments are reallocated to remaining KPI Ninja team members until the aggregate amount of $3.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the three and nine months ended September 30, 2023, we recognized compensation expense of $0.2 million and $0.5 million, respectively, related to these retention payments. As of September 30, 2023, there was an additional $1.6 million of unrecognized compensation expense related to these retention payments expected to be recognized over a remaining weighted-average period of 2.4 years. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Recurring technology $ 45,973 $ 43,997 $ 140,126 $ 131,144 One-time technology (i.e., perpetual license) — — 357 480 Professional services 27,800 24,357 80,371 75,450 Total revenue $ 73,773 $ 68,354 $ 220,854 $ 207,074 Revenue related to contracts with clients located in the United States was 98.5% and 98.6% for the three months ended September 30, 2023 and 2022, respectively, and 98.3% and 97.9% for the nine months ended September 30, 2023 and 2022, respectively. three |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 (unaudited) Technology $ 185,200 $ 185,200 Professional services 782 782 Total goodwill $ 185,982 $ 185,982 As of September 30, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 100,829 $ (75,057) $ 25,772 Client relationships and contracts 84,764 (42,470) 42,294 Computer software licenses 10,549 (7,559) 2,990 Trademarks 2,720 (1,780) 940 Total intangible assets $ 198,862 $ (126,866) $ 71,996 Amortization expense of acquired intangible assets was $7.1 million and $9.4 million for the three months ended September 30, 2023 and 2022, respectively, and $22.4 million and $28.7 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets is included in depreciation and amortization in our condensed consolidated statements of operations. We have not incurred any intangible asset impairment charges for the three and nine months ended September 30, 2023 and 2022. As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of As of 2023 2022 (unaudited) Computer equipment $ 9,791 $ 10,021 Leasehold improvements 9,304 9,969 Furniture and fixtures 3,731 3,731 Capitalized internal-use software costs 27,836 19,553 Computer software 111 111 Total property and equipment 50,773 43,385 Less: accumulated depreciation (24,677) (17,457) Property and equipment, net $ 26,096 $ 25,928 Our long-lived assets are located in the United States. Depreciation expense totaled $3.1 million and $3.0 million for the three months ended September 30, 2023 and 2022, respectively, and $9.5 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively. Depreciation expense includes the amortization of capitalized internal-use software costs. During the nine months ended September 30, 2023 and the nine months ended September 30, 2022, we impaired $0.7 million and $1.2 million, respectively, of leasehold improvements related to our corporate office space designated for subleasing. Refer to Note 1 for additional details. During the three and nine months ended September 30, 2022, we also incurred a $1.2 million impairment related to discontinued capitalized internal-use software projects as part of restructuring. Refer to Note 18 for additional details. We capitalized $3.0 million and $3.1 million of internal-use software costs for the three months ended September 30, 2023 and 2022, respectively, and $9.6 million and $10.5 million for the nine months ended September 30, 2023 and 2022, respectively. We incurred $2.1 million and $1.8 million of capitalized internal-use software cost amortization expense for the three months ended September 30, 2023 and 2022, respectively, and $6.4 million and $4.7 million for the nine months ended September 30, 2023 and 2022, respectively. |
Short-term Investments
Short-term Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term InvestmentsWe 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 the 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 the condensed consolidated statements of operations. We did not have any material realized gains or losses on investments during the three and nine months ended September 30, 2023 and 2022. We measure the fair value of investments on a recurring basis. The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of September 30, 2023 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments (unaudited) Money market funds $ 90,752 $ — $ — $ 90,752 $ 90,752 $ — U.S. treasury notes 95,032 2 — 95,034 — 95,034 Commercial paper 101,862 — — 101,862 — 101,862 Corporate bonds 39,722 — (83) 39,639 — 39,639 U.S. agency securities 16,194 — (3) 16,191 — 16,191 Total $ 343,562 $ 2 $ (86) $ 343,478 $ 90,752 $ 252,726 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 as of December 31, 2022 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 114,532 $ — $ — $ 114,532 $ 114,532 $ — U.S. treasury notes 63,404 — (427) 62,977 — 62,977 Commercial paper 150,724 2 — 150,726 — 150,726 Corporate bonds 26,235 — (156) 26,079 — 26,079 U.S. agency securities 7,390 6 — 7,396 — 7,396 Total $ 362,285 $ 8 $ (583) $ 361,710 $ 114,532 $ 247,178 The following table presents the contractual maturities of our short-term investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value (unaudited) Due within one year $ 252,810 $ 252,726 $ 247,753 $ 247,178 Total $ 252,810 $ 252,726 $ 247,753 $ 247,178 Accrued interest receivables related to our available-for-sale securities of $0.6 million and $0.6 million as of September 30, 2023 and December 31, 2022, respectively, were included within prepaid expenses and other assets on our condensed consolidated balance sheets. 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 September 30, 2023 and December 31, 2022, there were no material unrealized losses due to expected credit loss-related factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets measured at fair value on a recurring basis as of September 30, 2023 were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total (unaudited) Money market funds $ 90,752 $ — $ — $ 90,752 U.S. Treasury notes 95,034 — — 95,034 Commercial paper — 101,862 — 101,862 Corporate bonds — 39,639 — 39,639 U.S. agency securities — 16,191 — 16,191 Total $ 185,786 $ 157,692 $ — $ 343,478 Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 114,532 $ — $ — $ 114,532 U.S. Treasury notes 62,977 — — 62,977 Commercial paper — 150,726 — 150,726 Corporate bonds — 26,079 — 26,079 U.S. agency securities — 7,396 — 7,396 Total $ 177,509 $ 184,201 $ — $ 361,710 There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the three and nine months ended September 30, 2023 and 2022. Convertible senior notes As of September 30, 2023, the estimated fair value of our convertible senior notes, with aggregate principal totaling $230.0 million, was $219.2 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 condensed consolidated balance sheets. Refer to Note 9—Convertible Senior Notes for further information. Nonrecurring fair value measurements We recorded impairment charges of $2.7 million and $3.7 million related to the impairment of ROU assets and leasehold improvements associated with office space designated for subleasing during the nine months ended September 30, 2023 and nine months ended September 30, 2022, respectively. These impairment charges were derived from the difference between the carrying value and the fair value of the relevant asset groups. The fair value of these asset groups was estimated using a discounted cash flow analysis of the office space designated for subleasing and included certain unobservable (Level 3) inputs, including the anticipated future sublease terms and rates. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities As of September 30, 2023 and December 31, 2022, accrued liabilities consisted of the following (in thousands): As of As of 2023 2022 (unaudited) Accrued compensation and benefit expenses $ 11,157 $ 12,180 Restructuring liabilities (1) — 1,837 Other accrued liabilities 10,300 5,674 Total accrued liabilities $ 21,457 $ 19,691 __________________ (1) Restructuring liabilities include severance and other team member costs from workforce reductions. For additional details, refer to Note 18 in these condensed consolidated financial statements. |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2023 | |
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 (Notes), in a private placement to qualified institutional buyers exempt from registration under the Securities Act (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. 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. As of September 30, 2023, the conditions allowing holders of the Notes to convert were not met. The Notes are therefore not currently convertible. The interest expense recognized related to the Notes was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Contractual interest expense $ 1,445 $ 1,436 $ 4,329 $ 4,300 Amortization of debt issuance costs and discount 378 375 1,132 1,124 Total $ 1,823 $ 1,811 $ 5,461 $ 5,424 The net carrying value of the liability component of the Notes was as follows (in thousands): September 30, 2023 (unaudited) Principal $ 230,000 Less: Unamortized issuance costs (2,345) Net carrying amount $ 227,655 Based on the closing price of our common stock of $10.12 per share on the last trading day of the period ended September 30, 2023, the if-converted value of the Notes was less than their respective principal amounts. 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. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [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 September 30, 2023 and December 31, 2022, 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 57,368,674 and 55,764,942 shares were legally issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. The shares legally issued and outstanding as of September 30, 2023 and December 31, 2022 included 324,562 shares and 503,020 shares, respectively, issued pursuant 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 September 30, 2023. Share repurchase plan During the third quarter of 2022, our board of directors authorized a share repurchase program to repurchase up to $40.0 million of our outstanding shares of common stock (Share Repurchase Plan). During the first quarter of 2023, we repurchased and retired 145,027 shares of our common stock for $1.8 million at an average purchase price of $12.45 per share. This is in addition to the 709,139 shares of common stock we repurchased and retired for $8.4 million at an average purchase price of $11.81 per share during the third quarter of 2022. The total remaining authorization for future shares of common stock repurchases under our Share Repurchase Plan is $29.8 million as of September 30, 2023. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Net loss per share, basic Numerator: Net loss $ (22,032) $ (45,735) $ (87,835) $ (101,621) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,710,602 54,303,667 56,061,925 53,666,667 Net loss per share, basic $ (0.39) $ (0.84) $ (1.57) $ (1.89) Net loss per share, diluted Numerator: Net loss $ (22,032) $ (45,735) $ (87,835) $ (101,621) Dilutive change in fair value of shares issuable as contingent consideration (1) — — — (4,668) Net loss for diluted calculation $ (22,032) $ (45,735) $ (87,835) $ (106,289) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,710,602 54,303,667 56,061,925 53,666,667 Dilutive effect of shares issuable as acquisition-related contingent consideration (1) — — — 358,030 Weighted-average number of shares used in calculating net loss per share, diluted 56,710,602 54,303,667 56,061,925 54,024,697 Net loss per share, diluted $ (0.39) $ (0.84) $ (1.57) $ (1.97) ____________________ (1) The effect of shares issuable as acquisition-related contingent consideration were dilutive during the nine months ended September 30, 2022, but anti-dilutive during the three months ended September 30, 2022. During the three and nine months ended September 30, 2023, there were no longer any shares issuable as acquisition-related contingent consideration. During the three and nine months ended September 30, 2023 and 2022, we incurred net losses and, therefore, the effect of our stock options, restricted stock units, performance-based restricted stock units, convertible senior notes, employee stock purchase plan, and restricted shares were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive: As of September 30, 2023 2022 (unaudited) Common stock options 1,404,287 1,757,832 Restricted stock units 4,196,967 4,334,386 Performance-based restricted stock units 211,548 604,708 Shares related to convertible senior notes 7,516,331 7,516,331 Employee stock purchase plan 184,908 147,602 Restricted shares 324,562 503,020 Total potentially dilutive securities 13,838,603 14,863,879 In connection with the offering of our convertible senior notes, we entered into Capped Calls with initial caps on the conversion price of $42.00 per share, which are excluded from the calculation of diluted earnings per share, as they would be anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 initial public offering (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 non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We 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, 2023, there were an additional 2,788,247 shares reserved for issuance under the 2019 Plan. As of September 30, 2023 and December 31, 2022, there were 20,717,667 and 17,929,420 shares authorized for grant, respectively, and 3,526,070 and 2,479,622 shares available for grant under the 2019 Plan, respectively. 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 condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Restricted stock units $ 11,591 $ 14,079 $ 34,531 $ 39,963 Performance-based restricted stock units 406 313 1,117 3,949 Employee stock purchase plan 357 421 1,464 1,263 Restricted shares 1,878 1,878 5,573 5,912 Options — 613 60 2,269 Total stock-based compensation $ 14,232 $ 17,304 $ 42,745 $ 53,356 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Cost of revenue $ 2,424 $ 2,485 $ 7,090 $ 7,645 Sales and marketing 5,149 7,037 16,049 20,925 Research and development 2,927 3,390 8,677 9,643 General and administrative 3,732 4,392 10,929 15,143 Total stock-based compensation $ 14,232 $ 17,304 $ 42,745 $ 53,356 Stock options There were no stock options granted during the nine months ended September 30, 2023 or 2022. A summary of the share option activity under the 2019 Plan for the nine months ended September 30, 2023, 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, 2023 1,748,306 $ 11.51 Options exercised (128,443) 7.29 Options cancelled/forfeited (215,576) 12.80 Outstanding at September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 Vested and expected to vest as of September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 Vested and exercisable as of September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 The aggregate intrinsic value of stock options exercised was $0.7 million for the nine months ended September 30, 2023. The total grant-date fair value of stock options vested during the nine months ended September 30, 2023 was $0.4 million. As of September 30, 2023, all of our outstanding stock options were fully vested and there was no longer any related unrecognized compensation expense. Restricted stock units (RSUs) The service-based condition for restricted stock units (RSUs) is generally satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the nine months ended September 30, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2023 3,292,943 $ 29.71 RSUs granted 2,431,388 11.99 RSUs vested (1,185,305) 29.70 RSUs forfeited (342,059) 26.83 Unvested and outstanding at September 30, 2023 4,196,967 $ 19.68 During the nine months ended September 30, 2023 and 2022, we granted RSUs with a weighted-average grant date fair value of $11.99 and $23.78, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of RSUs vested during the nine months ended September 30, 2023 and 2022 was $35.2 million and $32.6 million, respectively. As of September 30, 2023, we had $71.2 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.3 years. Performance-based restricted stock units (PRSUs) During the year ended December 31, 2022, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals for fiscal 2022. These PRSUs vested to the extent the applicable performance conditions were achieved for the year ended December 31, 2022 and if the individual employee continued to provide services to us through the vesting date of March 1, 2023. The percentage of PRSUs that ultimately vested from the 2022 PRSU grants based on our performance during fiscal 2022 against the pre-established targets ranged from 0% for named executive officers to approximately 42% for other eligible employees. During fiscal 2022, 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 were scheduled to vest on March 1, 2023, and the remainder in quarterly installments thereafter. However, due to the fiscal 2022 pre-established thresholds not being met, 0% of these executive PRSUs granted in 2022 will vest. During the nine months ended September 30, 2023, certain named executive officers and other leadership team members were granted executive PRSUs with a three-year measurement period that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for total shareholder return (TSR) achievement and financial performance targets for revenue growth rate achievement and Adjusted EBITDA margin achievement. Each of the three market and performance targets are weighted equally and these PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest for the 2023, 2024, and 2025 vesting periods will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2023, 2024 and 2025 vesting periods, each rounded to the nearest whole share. The fair value of the market-based tranches included in the 2023 executive PRSUs is estimated on the date of grant using the Monte Carlo simulation valuation model with the following assumptions for the nine months ended September 30, 2023: Nine Months Ended (unaudited) Expected volatility 61.7% Expected term (in years) 1-3 Risk-free interest rate 4.38% - 5.01% Expected dividends — The following table sets forth the outstanding PRSUs, including executive PRSUs with market-based tranches, and related activity for the nine months ended September 30, 2023: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2023 534,380 $ 25.45 PRSUs granted 210,071 12.62 PRSUs vested (190,878) 25.17 PRSUs forfeited (342,025) 25.19 Unvested and outstanding at September 30, 2023 211,548 $ 13.39 During the nine months ended September 30, 2023 and 2022, we granted PRSUs with a weighted-average grant date fair value of $12.62 and $25.75, respectively, which represents the weighted-average closing price of our common stock on the grant date for performance-based tranches and the estimated grant date fair value using a Monte Carlo simulation valuation model for market-based tranches. The total grant date fair value of PRSUs vested during the nine months ended September 30, 2023 and 2022 was $4.8 million and $12.8 million, respectively. As of September 30, 2023, we had $1.7 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 1.6 years. Employee stock purchase plan In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) 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, 2023, the number of shares of common stock available for issuance under the ESPP increased by 557,649 shares. The ESPP generally provides for six-month offering periods. 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 (i) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (ii) 2,500 shares, or (iii) such other lesser maximum number of shares as shall have been established by the ESPP 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. 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 six months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 (unaudited) Expected volatility 54.3% - 99.4% 37.5% - 75.8% Expected term (in months) 6 6 Risk-free interest rate 4.77% - 5.53% 0.22% - 2.52% Expected dividends — — During the nine months ended September 30, 2023, we issued 244,133 shares under the ESPP, with a weighted-average purchase price per share of $9.04. Total cash proceeds from the purchase of shares under the ESPP during the nine months ended September 30, 2023 were $3.2 million. As of September 30, 2023, a total of 184,908 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 December 31, 2023. As of September 30, 2023, 1,645,705 shares were available for future issuance under the ESPP. Restricted shares issued in connection with business combinations As part of the KPI Ninja acquisition that closed on February 24, 2022, 356,919 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to continuous service with 25% vesting upon each six-month anniversary of the acquisition close date. As part of the ARMUS acquisition that closed on April 29, 2022, 235,330 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to eighteen months of continuous service with cliff vesting upon the eighteen-month anniversary of the acquisition close date. As of September 30, 2023, we had $2.2 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 | 9 Months Ended |
Sep. 30, 2023 | |
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. Our estimated effective tax rate was (0.3)% for the three months ended September 30, 2023 and 2022, and (0.2)% and 4.1% for the nine months ended September 30, 2023 and 2022, 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 September 30, 2023 and December 31, 2022, 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 our net deferred tax assets, our income tax provision typically consists primarily of minimal state and foreign income taxes, which is the case for the three and nine months ended September 30, 2023. For the nine months ended September 30, 2022, we recorded an income tax benefit of $4.3 million, which is primarily related to the discrete deferred tax benefit attributable to the release of a portion of the valuation allowance during the period. The release of valuation allowance is attributable to the acquisitions of ARMUS and KPI Ninja, which resulted in deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of $4.3 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 August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was enacted and signed into U.S. law. The IRA includes provisions imposing a 1% excise tax on share repurchases in excess of the fair value of stock issuances, including compensatory stock issuances, that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax on adjusted financial statement income. We do not expect the tax provisions of the IRA to have a material impact on our condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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. In the opinion of management, such routine claims and lawsuits are not significant, and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity, except as noted below. We were party to the proceedings set forth below. On December 21, 2020, Pascal Metrics, Inc. (Pascal Metrics) filed a complaint against the Company in the Delaware Chancery Court (as amended, Complaint) alleging that the Company misappropriated alleged trade secrets of Pascal Metrics and seeking monetary damages. The Complaint focused upon Patient Safety Monitor. On June 15, 2023, we entered into a settlement and mutual release agreement (Settlement Agreement) with Pascal Metrics and agreed to pay $18.8 million without admission of any wrongdoing, resolving the litigation amongst the parties. The Settlement Agreement provided us with a broad intellectual property license of the alleged trade secrets that were the subject matter of the Complaint. The Complaint was dismissed with prejudice on June 20, 2023 and the settlement amount was paid on June 27, 2023. The litigation charges were recorded as part of general and administrative expense in our condensed consolidated statements of operations. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Recurring technology $ 45,973 $ 43,997 $ 140,126 $ 131,144 One-time technology (i.e., perpetual license) — — 357 480 Professional services 27,800 24,357 80,371 75,450 Total revenue $ 73,773 $ 68,354 $ 220,854 $ 207,074 Revenue related to contracts with clients located in the United States was 98.5% and 98.6% for the three months ended September 30, 2023 and 2022, respectively, and 98.3% and 97.9% for the nine months ended September 30, 2023 and 2022, respectively. three |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties We have entered into arrangements with a client, Carle Health, and a member of the client’s executive leadership team began serving on our board of directors effective July 1, 2023 and currently serves on our board of directors. We recognized revenue from this related party of $4.1 million for the three months ended September 30, 2023. As of September 30, 2023, we had receivables from this related party of $0.8 million and deferred revenue with this related party of $0.2 million. We have revenue arrangements with clients that are also our investors. None of these clients hold a significant amount of ownership in our equity interests. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2023 | |
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 and generates revenue primarily from contracts that are cloud-based subscription arrangements, time-based license arrangements, and maintenance and support fees; and • Professional Services – Our professional services segment (Professional Services) is generally the combination of analytics, implementation, strategic advisory, outsource, and improvement services to deliver expertise to our clients to more fully configure and utilize the benefits of our Technology offerings. Revenue and cost of revenue generally are directly attributed to our segments. All segment revenue is from our external clients. 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 and nine months ended September 30, 2023 and 2022 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Revenue Technology $ 45,973 $ 43,997 $ 140,483 $ 131,624 Professional Services 27,800 24,357 80,371 75,450 Total $ 73,773 $ 68,354 $ 220,854 $ 207,074 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Adjusted Gross Profit Technology $ 31,367 $ 29,993 $ 96,356 $ 91,559 Professional Services 3,205 4,970 13,011 19,240 Total reportable segments Adjusted Gross Profit 34,572 34,963 109,367 110,799 Less Adjusted Gross Profit reconciling items: Stock-based compensation (2,424) (2,485) (7,090) (7,645) Acquisition-related costs, net (1) (162) (217) (506) (776) Restructuring costs — (247) (446) (247) Less other reconciling items: Sales and marketing (15,084) (25,401) (50,050) (67,141) Research and development (17,667) (20,770) (52,339) (56,066) General and administrative (13,625) (19,192) (61,129) (45,551) Depreciation and amortization (10,190) (12,372) (31,919) (36,633) Interest and other income (expense), net 2,607 142 6,490 (2,700) Loss before income taxes $ (21,973) $ (45,579) $ (87,622) $ (105,960) ____________________ (1) Acquisition-related costs, net include deferred retention expenses attributable to the ARMUS, KPI Ninja, and Twistle acquisitions. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs During the third quarter of 2022, we initiated a restructuring plan (2022 Restructuring Plan) to optimize our cost structure and focus our investment of resources in key priority areas to align with strategic changes. As part of the 2022 Restructuring Plan, we significantly reduced investment in our life sciences business unit, which is generally part of the technology segment, and also reduced headcount throughout the Company, including among our senior leadership team. The restructuring costs primarily related to severance and other team member costs from workforce reductions, impairment of discontinued capitalized internal-use software projects, and other miscellaneous charges. We substantially completed all actions under the 2022 Restructuring Plan in early 2023 and, as of September 30, 2023, the related restructuring liabilities were completely settled through cash outlays made to impacted team members. The following table summarizes our restructuring costs by financial statement line item for the nine months ended September 30, 2023 (in thousands). We had no restructuring costs for the three months ended September 30, 2023. Nine Months Ended September 30, 2023 Severance and Other Team Member Costs Impairment Charges Other (1) Total (unaudited) Cost of revenue, excluding depreciation and amortization: Technology $ 12 $ — $ — $ 12 Professional services 434 — — 434 Sales and marketing 1,190 — 15 1,205 Research and development 286 — — 286 General and administrative 94 — 24 118 Total $ 2,016 $ — $ 39 $ 2,055 2022 Restructuring Plan cumulative charges incurred $ 8,071 $ 1,225 $ 1,184 $ 10,480 ____________________ (1) Includes other miscellaneous charges associated with the 2022 Restructuring Plan. The following table summarizes our restructuring costs by financial statement line item for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 (unaudited) Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Professional services $ 247 $ — $ — $ 247 Sales and marketing 1,393 — 166 1,559 Research and development 898 1,225 134 2,257 General and administrative 436 — — 436 Total $ 2,974 $ 1,225 $ 300 $ 4,499 ____________________ (1) Includes other minor miscellaneous charges associated with the restructuring plan. Restructuring liabilities are included as a component of accrued liabilities on our condensed consolidated balance sheets. The following table summarizes our current year restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands): Restructuring Liabilities (unaudited) Balance as of January 1, 2023 $ 1,837 Severance and other restructuring costs 2,055 Cash payments (2,825) Balance as of March 31, 2023 $ 1,067 Cash payments (1,006) Balance as of June 30, 2023 $ 61 Cash payments (61) Balance as of September 30, 2023 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events ERS Corporation Acquisition On October 2, 2023, we acquired Electronic Registry Systems, Inc. (ERS), a cloud-based provider of clinical registry development and data management software focused on oncology with advanced data analytics expertise, for preliminary consideration of approximately $11.5 million in cash and 175,901 shares of our common stock that will be subject to revesting over a period of 18 months. Given the recent timing of the closing of this business combination, we are in the process of identifying and measuring the value of the assets acquired and liabilities assumed. We plan to disclose the preliminary purchase price allocation estimates and other related information in our Annual Report on Form 10-K for the year ending December 31, 2023. 2023 Restructuring Plan On October 31, 2023, our board of directors authorized a reduction of our global workforce as part of a restructuring plan intended to optimize our cost structure and focus our investment of resources in key priority areas to align with strategic changes (2023 Restructuring Plan). Restructuring initiatives under the 2023 Restructuring Plan are under evaluation, which may affect the amount and expected timing of restructuring costs and associated payments. We expect the 2023 Restructuring Plan will reduce our global workforce by approximately 10% during the fourth quarter of 2023 and our restructuring activities are expected to continue to a lesser extent during the first quarter of 2024. We expect to incur charges of at least $6.0 million in connection with the 2023 Restructuring Plan, primarily related to severance and other team member costs from workforce reductions. The estimated expense reduction and charges that we expect in connection with, or as a result of, the 2023 Restructuring Plan, are subject to a number of assumptions, and actual results may differ materially. We may also incur additional costs not currently contemplated due to unanticipated events that may occur as a result of, or that are associated with, the 2023 Restructuring Plan. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (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, 2022 included in our Annual Report on Form 10-K. |
Principles of consolidation | Principles of consolidation The 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 U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, reserves for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software, impairment assessments of goodwill, intangible assets, and other long-lived 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 significantly 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 (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, when dilutive. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, 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 attributable to common stockholders as the effect is anti-dilutive. |
Revenue recognition | Revenue recognition We derive our revenue primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a client; • 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 clients and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to clients for access to use our technology. We provide clients 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 clients the right to take possession of the technology or contain a significant penalty if the client 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 client. Our subscription contracts generally have a three- Subscriptions that allow the client 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 client. 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 client. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, Tech-enabled Managed Services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our clients 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 clients. 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 client 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 generally 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 clients whereby we receive variable consideration based on the achievement of measurable improvements that 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 clients 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 September 30, 2023 and December 31, 2022, the unbilled accounts receivable included in accounts receivable on our condensed consolidated balance sheets was $2.9 million and $0.9 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 client. As of September 30, 2023 and December 31, 2022, the total of current and non-current deferred revenue on our condensed consolidated balance sheets was $53.4 million and $55.1 million, respectively. Deferred costs We capitalize sales commissions and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with clients, 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 client contract. As of September 30, 2023 and December 31, 2022, $2.1 million and $1.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the remaining $3.6 million and $2.6 million, respectively, of deferred contract acquisition costs are 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 client life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average client 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 was $0.6 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $1.6 million and $1.7 million for the nine months ended September 30, 2023 and 2022, respectively, and 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. 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, license and revenue share fees, 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 investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the condensed consolidated balance sheets. |
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. |
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 the 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 the 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. |
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 3-5 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, plus any terminal value, in the asset group. If the carrying amount of the asset group exceeds those estimated 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. |
Intangible assets | Intangible assets Intangible assets include developed technologies, client relationships, client 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 Client relationships and contract backlog 2-7 years Computer software licenses 1-5 years Trademarks 1-5 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, client 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 on October 31 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. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions, or other events impacting the reporting unit. 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. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit, which requires management to use significant judgment and estimation. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the reporting units, as well as the sensitivity of the respective fair values to the underlying significant assumptions. Typical methods to derive the fair value of reporting units include using the income or market approaches. |
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 the 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 transferred 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 client-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 client 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 material assets acquired and liabilities assumed in a business combination. |
Contingent consideration liabilities | 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 generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential payment 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 costs | Advertising costs |
Development costs 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. |
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 or, when applicable, the modification date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however, we also consider whether any adjustments are required when the market closing price does not reflect certain material non-public information that we know but is unavailable to marketplace participants on the date of grant. 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. For awards subject to market conditions, we estimate the fair value as of the grant date using a Monte Carlo simulation valuation model which requires the use of various assumptions, including historic stock price volatility and risk-free interest rates as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met. 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. |
Restructuring costs | Restructuring costsWe define restructuring costs as expenses directly associated with restructuring activities. Such costs include severance and related tax and benefit expenses from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. We record team member-related severance costs when there is a substantive plan in place and the related costs are probable and estimable. For one-time termination benefits for team members (i.e., no substantive plan or future service requirement), the cost is recorded when the terms of the one-time termination benefits are communicated to the impacted team members and the amount can be reasonably estimated. |
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 tax 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 currently accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because the impact would be immaterial due to our net operating losses and tax credit carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, 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 contingent consideration liabilities, operating lease liabilities, and convertible senior notes approximate fair value based on interest rates available for debt with similar terms at September 30, 2023 and December 31, 2022. 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. |
Foreign currency | Foreign currency The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity. 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. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted There have been no recent accounting pronouncements issued which are expected to have a material effect on our condensed consolidated financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Allowance for credit losses at the beginning of period $ 3,800 $ 2,000 $ 2,300 $ 1,600 Provision for expected credit losses 112 300 1,626 700 Less: Write-offs, net of recoveries (12) — (26) — Allowance for credit losses at the end of period $ 3,900 $ 2,300 $ 3,900 $ 2,300 |
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 3-5 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 2023 2022 (unaudited) Computer equipment $ 9,791 $ 10,021 Leasehold improvements 9,304 9,969 Furniture and fixtures 3,731 3,731 Capitalized internal-use software costs 27,836 19,553 Computer software 111 111 Total property and equipment 50,773 43,385 Less: accumulated depreciation (24,677) (17,457) Property and equipment, net $ 26,096 $ 25,928 |
Schedule of intangible asset, useful life | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contract backlog 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years As of September 30, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 100,829 $ (75,057) $ 25,772 Client relationships and contracts 84,764 (42,470) 42,294 Computer software licenses 10,549 (7,559) 2,990 Trademarks 2,720 (1,780) 940 Total intangible assets $ 198,862 $ (126,866) $ 71,996 As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [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 ARMUS (in thousands): Assets acquired: Accounts receivable $ 601 Prepaid expenses and other assets 104 ROU lease asset 169 Developed technologies 4,600 Client relationships 2,200 Trademarks 200 Total assets acquired 7,874 Less liabilities assumed: Accounts payable 119 Accrued and other current liabilities 196 Deferred revenue 2,740 Lease liability 157 Net deferred tax liabilities 933 Total liabilities assumed 4,145 Total assets acquired, net 3,729 Goodwill 5,645 Total consideration transferred, net of cash acquired $ 9,374 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 KPI Ninja (in thousands): Assets acquired: Accounts receivable $ 45 Prepaid expenses and other assets 197 Property and equipment, net 15 Developed technologies 13,500 Client relationships 1,100 Trademarks 800 Total assets acquired 15,657 Less liabilities assumed: Accounts payable and other current liabilities 266 Deferred revenue 763 Net deferred tax liabilities 3,600 Total liabilities assumed 4,629 Total assets acquired, net 11,028 Goodwill 10,365 Total consideration transferred, net of cash acquired $ 21,393 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Recurring technology $ 45,973 $ 43,997 $ 140,126 $ 131,144 One-time technology (i.e., perpetual license) — — 357 480 Professional services 27,800 24,357 80,371 75,450 Total revenue $ 73,773 $ 68,354 $ 220,854 $ 207,074 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 (unaudited) Technology $ 185,200 $ 185,200 Professional services 782 782 Total goodwill $ 185,982 $ 185,982 |
Schedule of intangible assets | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contract backlog 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years As of September 30, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net (unaudited) Developed technologies $ 100,829 $ (75,057) $ 25,772 Client relationships and contracts 84,764 (42,470) 42,294 Computer software licenses 10,549 (7,559) 2,990 Trademarks 2,720 (1,780) 940 Total intangible assets $ 198,862 $ (126,866) $ 71,996 As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 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 2023 2022 (unaudited) Computer equipment $ 9,791 $ 10,021 Leasehold improvements 9,304 9,969 Furniture and fixtures 3,731 3,731 Capitalized internal-use software costs 27,836 19,553 Computer software 111 111 Total property and equipment 50,773 43,385 Less: accumulated depreciation (24,677) (17,457) Property and equipment, net $ 26,096 $ 25,928 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 as of September 30, 2023 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments (unaudited) Money market funds $ 90,752 $ — $ — $ 90,752 $ 90,752 $ — U.S. treasury notes 95,032 2 — 95,034 — 95,034 Commercial paper 101,862 — — 101,862 — 101,862 Corporate bonds 39,722 — (83) 39,639 — 39,639 U.S. agency securities 16,194 — (3) 16,191 — 16,191 Total $ 343,562 $ 2 $ (86) $ 343,478 $ 90,752 $ 252,726 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 as of December 31, 2022 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 114,532 $ — $ — $ 114,532 $ 114,532 $ — U.S. treasury notes 63,404 — (427) 62,977 — 62,977 Commercial paper 150,724 2 — 150,726 — 150,726 Corporate bonds 26,235 — (156) 26,079 — 26,079 U.S. agency securities 7,390 6 — 7,396 — 7,396 Total $ 362,285 $ 8 $ (583) $ 361,710 $ 114,532 $ 247,178 The following table presents the contractual maturities of our short-term investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value (unaudited) Due within one year $ 252,810 $ 252,726 $ 247,753 $ 247,178 Total $ 252,810 $ 252,726 $ 247,753 $ 247,178 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | Assets measured at fair value on a recurring basis as of September 30, 2023 were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total (unaudited) Money market funds $ 90,752 $ — $ — $ 90,752 U.S. Treasury notes 95,034 — — 95,034 Commercial paper — 101,862 — 101,862 Corporate bonds — 39,639 — 39,639 U.S. agency securities — 16,191 — 16,191 Total $ 185,786 $ 157,692 $ — $ 343,478 Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 114,532 $ — $ — $ 114,532 U.S. Treasury notes 62,977 — — 62,977 Commercial paper — 150,726 — 150,726 Corporate bonds — 26,079 — 26,079 U.S. agency securities — 7,396 — 7,396 Total $ 177,509 $ 184,201 $ — $ 361,710 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of September 30, 2023 and December 31, 2022, accrued liabilities consisted of the following (in thousands): As of As of 2023 2022 (unaudited) Accrued compensation and benefit expenses $ 11,157 $ 12,180 Restructuring liabilities (1) — 1,837 Other accrued liabilities 10,300 5,674 Total accrued liabilities $ 21,457 $ 19,691 __________________ (1) Restructuring liabilities include severance and other team member costs from workforce reductions. For additional details, refer to Note 18 in these condensed consolidated financial statements. |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The interest expense recognized related to the Notes was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Contractual interest expense $ 1,445 $ 1,436 $ 4,329 $ 4,300 Amortization of debt issuance costs and discount 378 375 1,132 1,124 Total $ 1,823 $ 1,811 $ 5,461 $ 5,424 The net carrying value of the liability component of the Notes was as follows (in thousands): September 30, 2023 (unaudited) Principal $ 230,000 Less: Unamortized issuance costs (2,345) Net carrying amount $ 227,655 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Net loss per share, basic Numerator: Net loss $ (22,032) $ (45,735) $ (87,835) $ (101,621) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,710,602 54,303,667 56,061,925 53,666,667 Net loss per share, basic $ (0.39) $ (0.84) $ (1.57) $ (1.89) Net loss per share, diluted Numerator: Net loss $ (22,032) $ (45,735) $ (87,835) $ (101,621) Dilutive change in fair value of shares issuable as contingent consideration (1) — — — (4,668) Net loss for diluted calculation $ (22,032) $ (45,735) $ (87,835) $ (106,289) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,710,602 54,303,667 56,061,925 53,666,667 Dilutive effect of shares issuable as acquisition-related contingent consideration (1) — — — 358,030 Weighted-average number of shares used in calculating net loss per share, diluted 56,710,602 54,303,667 56,061,925 54,024,697 Net loss per share, diluted $ (0.39) $ (0.84) $ (1.57) $ (1.97) ____________________ (1) The effect of shares issuable as acquisition-related contingent consideration were dilutive during the nine months ended September 30, 2022, but anti-dilutive during the three months ended September 30, 2022. During the three and nine months ended September 30, 2023, there were no longer any shares issuable as acquisition-related contingent consideration. |
Schedule of share totals with a potentially dilutive impact | The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive: As of September 30, 2023 2022 (unaudited) Common stock options 1,404,287 1,757,832 Restricted stock units 4,196,967 4,334,386 Performance-based restricted stock units 211,548 604,708 Shares related to convertible senior notes 7,516,331 7,516,331 Employee stock purchase plan 184,908 147,602 Restricted shares 324,562 503,020 Total potentially dilutive securities 13,838,603 14,863,879 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Restricted stock units $ 11,591 $ 14,079 $ 34,531 $ 39,963 Performance-based restricted stock units 406 313 1,117 3,949 Employee stock purchase plan 357 421 1,464 1,263 Restricted shares 1,878 1,878 5,573 5,912 Options — 613 60 2,269 Total stock-based compensation $ 14,232 $ 17,304 $ 42,745 $ 53,356 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Cost of revenue $ 2,424 $ 2,485 $ 7,090 $ 7,645 Sales and marketing 5,149 7,037 16,049 20,925 Research and development 2,927 3,390 8,677 9,643 General and administrative 3,732 4,392 10,929 15,143 Total stock-based compensation $ 14,232 $ 17,304 $ 42,745 $ 53,356 |
Schedule of information related to stock options | A summary of the share option activity under the 2019 Plan for the nine months ended September 30, 2023, 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, 2023 1,748,306 $ 11.51 Options exercised (128,443) 7.29 Options cancelled/forfeited (215,576) 12.80 Outstanding at September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 Vested and expected to vest as of September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 Vested and exercisable as of September 30, 2023 1,404,287 $ 11.69 4.2 $ 133,440 |
Schedule of outstanding RSUs and related activity | The following table sets forth the outstanding RSUs and related activity for the nine months ended September 30, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2023 3,292,943 $ 29.71 RSUs granted 2,431,388 11.99 RSUs vested (1,185,305) 29.70 RSUs forfeited (342,059) 26.83 Unvested and outstanding at September 30, 2023 4,196,967 $ 19.68 The following table sets forth the outstanding PRSUs, including executive PRSUs with market-based tranches, and related activity for the nine months ended September 30, 2023: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value (unaudited) Unvested and outstanding at January 1, 2023 534,380 $ 25.45 PRSUs granted 210,071 12.62 PRSUs vested (190,878) 25.17 PRSUs forfeited (342,025) 25.19 Unvested and outstanding at September 30, 2023 211,548 $ 13.39 |
Schedule of fair value measurement inputs and valuation techniques | The fair value of the market-based tranches included in the 2023 executive PRSUs is estimated on the date of grant using the Monte Carlo simulation valuation model with the following assumptions for the nine months ended September 30, 2023: Nine Months Ended (unaudited) Expected volatility 61.7% Expected term (in years) 1-3 Risk-free interest rate 4.38% - 5.01% Expected dividends — |
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 six months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 (unaudited) Expected volatility 54.3% - 99.4% 37.5% - 75.8% Expected term (in months) 6 6 Risk-free interest rate 4.77% - 5.53% 0.22% - 2.52% Expected dividends — — |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment revenue | Segment revenue and Adjusted Gross Profit for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Revenue Technology $ 45,973 $ 43,997 $ 140,483 $ 131,624 Professional Services 27,800 24,357 80,371 75,450 Total $ 73,773 $ 68,354 $ 220,854 $ 207,074 |
Schedule of segment adjusted gross profit | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) Adjusted Gross Profit Technology $ 31,367 $ 29,993 $ 96,356 $ 91,559 Professional Services 3,205 4,970 13,011 19,240 Total reportable segments Adjusted Gross Profit 34,572 34,963 109,367 110,799 Less Adjusted Gross Profit reconciling items: Stock-based compensation (2,424) (2,485) (7,090) (7,645) Acquisition-related costs, net (1) (162) (217) (506) (776) Restructuring costs — (247) (446) (247) Less other reconciling items: Sales and marketing (15,084) (25,401) (50,050) (67,141) Research and development (17,667) (20,770) (52,339) (56,066) General and administrative (13,625) (19,192) (61,129) (45,551) Depreciation and amortization (10,190) (12,372) (31,919) (36,633) Interest and other income (expense), net 2,607 142 6,490 (2,700) Loss before income taxes $ (21,973) $ (45,579) $ (87,622) $ (105,960) ____________________ (1) Acquisition-related costs, net include deferred retention expenses attributable to the ARMUS, KPI Ninja, and Twistle acquisitions. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and related costs | The following table summarizes our restructuring costs by financial statement line item for the nine months ended September 30, 2023 (in thousands). We had no restructuring costs for the three months ended September 30, 2023. Nine Months Ended September 30, 2023 Severance and Other Team Member Costs Impairment Charges Other (1) Total (unaudited) Cost of revenue, excluding depreciation and amortization: Technology $ 12 $ — $ — $ 12 Professional services 434 — — 434 Sales and marketing 1,190 — 15 1,205 Research and development 286 — — 286 General and administrative 94 — 24 118 Total $ 2,016 $ — $ 39 $ 2,055 2022 Restructuring Plan cumulative charges incurred $ 8,071 $ 1,225 $ 1,184 $ 10,480 ____________________ (1) Includes other miscellaneous charges associated with the 2022 Restructuring Plan. The following table summarizes our restructuring costs by financial statement line item for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 (unaudited) Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Professional services $ 247 $ — $ — $ 247 Sales and marketing 1,393 — 166 1,559 Research and development 898 1,225 134 2,257 General and administrative 436 — — 436 Total $ 2,974 $ 1,225 $ 300 $ 4,499 ____________________ (1) Includes other minor miscellaneous charges associated with the restructuring plan. |
Schedule of restructuring reserve by type of cost | The following table summarizes our current year restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands): Restructuring Liabilities (unaudited) Balance as of January 1, 2023 $ 1,837 Severance and other restructuring costs 2,055 Cash payments (2,825) Balance as of March 31, 2023 $ 1,067 Cash payments (1,006) Balance as of June 30, 2023 $ 61 Cash payments (61) Balance as of September 30, 2023 $ — |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Number of reportable segments | segment | 2 | ||||
Subscription contracts, terminable period | 1 year | ||||
Subscription contracts, days notice of termination | 90 days | ||||
Unbilled accounts receivable | $ 2,900,000 | $ 2,900,000 | $ 900,000 | ||
Deferred revenue | 53,400,000 | 53,400,000 | 55,100,000 | ||
Capitalized contract cost, net, current | $ 2,100,000 | $ 2,100,000 | 1,500,000 | ||
Capitalized contract cost, amortization period | 12 months | 12 months | |||
Capitalized contract cost, net, noncurrent | $ 3,600,000 | $ 3,600,000 | $ 2,600,000 | ||
Estimated period of benefit | 4 years | ||||
Deferred policy acquisition costs, amortization expense | 600,000 | $ 400,000 | $ 1,600,000 | $ 1,700,000 | |
Impairment of long-lived assets | 2,681,000 | 4,925,000 | |||
Goodwill impairment | 0 | 0 | 0 | 0 | |
Acquisition transaction costs | 1,600,000 | 100,000 | 1,600,000 | 2,300,000 | |
Advertising expense | $ 400,000 | $ 4,400,000 | 1,600,000 | 5,800,000 | |
Right Of Use Assets Leasehold Improvements And Furniture And Fixtures Member | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment of long-lived assets | 2,700,000 | 3,700,000 | |||
Operating Lease, Right Of Use Assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment of long-lived assets | 2,000,000 | 2,500,000 | |||
Leasehold Improvements And Furniture And Fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment of long-lived assets | $ 700,000 | $ 1,200,000 | |||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription contract, term | 3 years | ||||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Subscription contract, term | 5 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Allowance for credit losses at the beginning of period | $ 3,800 | $ 2,000 | $ 2,300 | $ 1,600 |
Provision for expected credit losses | 112 | 300 | 1,626 | 700 |
Less: Write-offs, net of recoveries | (12) | 0 | (26) | 0 |
Allowance for credit losses at the end of period | $ 3,900 | $ 2,300 | $ 3,900 | $ 2,300 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | Sep. 30, 2023 |
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 | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 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) | Sep. 30, 2023 |
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 |
Client relationships and contract backlog | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Client relationships and contract backlog | 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 | 1 year |
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 | 1 year |
Trademarks | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 29, 2022 | Feb. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Acquisition of businesses, net of cash acquired | $ 0 | $ 27,846 | |||
Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Nonvested awards, period for recognition | 4 months 24 days | ||||
ARMUS | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 9,400 | ||||
Acquisition of businesses, net of cash acquired | 9,300 | ||||
Contingent consideration | $ 100 | ||||
Interest acquired | 100% | ||||
Cash retention payments | $ 5,000 | ||||
Service period (in years) | 3 years | ||||
Share based compensation retention bonus | $ 300 | $ 1,000 | |||
Stock compensation expected to be recognized | 2,000 | $ 2,000 | |||
ARMUS | Developed technologies | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 4 years | ||||
ARMUS | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 6 years | ||||
ARMUS | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 3 years | ||||
ARMUS | Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Number of restricted shares issued (in shares) | 235,330 | ||||
Service period (in years) | 18 months | ||||
Nonvested awards, period for recognition | 1 year 7 months 6 days | ||||
KPI Ninja | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 21,400 | ||||
Acquisition of businesses, net of cash acquired | 18,500 | ||||
Contingent consideration | $ 2,900 | ||||
Interest acquired | 100% | ||||
Cash retention payments | $ 3,000 | ||||
Service period (in years) | 4 years | ||||
Share based compensation retention bonus | 200 | $ 500 | |||
Stock compensation expected to be recognized | $ 1,600 | $ 1,600 | |||
Nonvested awards, period for recognition | 2 years 4 months 24 days | ||||
KPI Ninja | Developed technologies | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 4 years | ||||
KPI Ninja | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 6 years | ||||
KPI Ninja | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 5 years | ||||
KPI Ninja | Restricted shares | |||||
Business Acquisition [Line Items] | |||||
Number of restricted shares issued (in shares) | 356,919 |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 29, 2022 | Feb. 24, 2022 |
Less liabilities assumed: | ||||
Goodwill | $ 185,982 | $ 185,982 | ||
ARMUS | ||||
Assets acquired: | ||||
Accounts receivable | $ 601 | |||
Prepaid expenses and other assets | 104 | |||
ROU lease asset | 169 | |||
Total assets acquired | 7,874 | |||
Less liabilities assumed: | ||||
Accounts payable | 119 | |||
Accrued and other current liabilities | 196 | |||
Deferred revenue | 2,740 | |||
Lease liability | 157 | |||
Net deferred tax liabilities | 933 | |||
Total liabilities assumed | 4,145 | |||
Total assets acquired, net | 3,729 | |||
Goodwill | 5,645 | |||
Total consideration transferred, net of cash acquired | 9,374 | |||
ARMUS | Developed technologies | ||||
Assets acquired: | ||||
Intangible assets | 4,600 | |||
ARMUS | Client relationships | ||||
Assets acquired: | ||||
Intangible assets | 2,200 | |||
ARMUS | Trademarks | ||||
Assets acquired: | ||||
Intangible assets | $ 200 | |||
KPI Ninja | ||||
Assets acquired: | ||||
Accounts receivable | $ 45 | |||
Prepaid expenses and other assets | 197 | |||
Property and equipment, net | 15 | |||
Total assets acquired | 15,657 | |||
Less liabilities assumed: | ||||
Accounts payable | 266 | |||
Deferred revenue | 763 | |||
Net deferred tax liabilities | 3,600 | |||
Total liabilities assumed | 4,629 | |||
Total assets acquired, net | 11,028 | |||
Goodwill | 10,365 | |||
Total consideration transferred, net of cash acquired | 21,393 | |||
KPI Ninja | Developed technologies | ||||
Assets acquired: | ||||
Intangible assets | 13,500 | |||
KPI Ninja | Client relationships | ||||
Assets acquired: | ||||
Intangible assets | 1,100 | |||
KPI Ninja | Trademarks | ||||
Assets acquired: | ||||
Intangible assets | $ 800 |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 73,773 | $ 68,354 | $ 220,854 | $ 207,074 |
Recurring technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 45,973 | 43,997 | 140,126 | 131,144 |
One-time technology (i.e., perpetual license) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 357 | 480 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 27,800 | $ 24,357 | $ 80,371 | $ 75,450 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue related to contracts with customers (percentage) | 98.50% | 98.60% | 98.30% | 97.90% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of operating segments | 2 | |||
Number of reporting units | 2 | |||
Amortization of intangible assets | $ | $ 7.1 | $ 9.4 | $ 22.4 | $ 28.7 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 185,982 | $ 185,982 |
Technology | ||
Goodwill [Line Items] | ||
Goodwill | 185,200 | 185,200 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 198,862 | $ 197,104 |
Accumulated Amortization | (126,866) | (104,915) |
Net | 71,996 | 92,189 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 100,829 | 100,829 |
Accumulated Amortization | (75,057) | (61,775) |
Net | 25,772 | 39,054 |
Client relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 84,764 | 84,764 |
Accumulated Amortization | (42,470) | (34,757) |
Net | 42,294 | 50,007 |
Computer software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10,549 | 8,791 |
Accumulated Amortization | (7,559) | (6,893) |
Net | 2,990 | 1,898 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,720 | 2,720 |
Accumulated Amortization | (1,780) | (1,490) |
Net | $ 940 | $ 1,230 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 50,773 | $ 43,385 |
Less: accumulated depreciation | (24,677) | (17,457) |
Property and equipment, net | 26,096 | 25,928 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,791 | 10,021 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,304 | 9,969 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,731 | 3,731 |
Capitalized internal-use software costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 27,836 | 19,553 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 111 | $ 111 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 3,100 | $ 3,000 | $ 9,500 | $ 7,900 |
Impairment of long-lived assets | 2,681 | 4,925 | ||
Capitalized computer software, additions | 3,000 | 3,100 | 9,600 | 10,500 |
Capitalized computer software, amortization | $ 2,100 | 1,800 | 6,400 | 4,700 |
2022 Restructuring Plan | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment Charges | $ 1,225 | 0 | 1,225 | |
Leasehold Improvements And Furniture And Fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of long-lived assets | $ 700 | $ 1,200 |
Short-term Investments - Cash E
Short-term Investments - Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 343,562 | $ 362,285 |
Unrealized Gains | 2 | 8 |
Unrealized Losses | (86) | (583) |
Fair Value | 343,478 | 361,710 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 90,752 | 114,532 |
Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 252,810 | 247,753 |
Fair Value | 252,726 | 247,178 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 90,752 | 114,532 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 90,752 | 114,532 |
Money market funds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 90,752 | 114,532 |
Money market funds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 95,032 | 63,404 |
Unrealized Gains | 2 | 0 |
Unrealized Losses | 0 | (427) |
Fair Value | 95,034 | 62,977 |
U.S. treasury notes | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
U.S. treasury notes | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 95,034 | 62,977 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 101,862 | 150,724 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | 0 | 0 |
Fair Value | 101,862 | 150,726 |
Commercial paper | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Commercial paper | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 101,862 | 150,726 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 39,722 | 26,235 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (83) | (156) |
Fair Value | 39,639 | 26,079 |
Corporate bonds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Corporate bonds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 39,639 | 26,079 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,194 | 7,390 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (3) | 0 |
Fair Value | 16,191 | 7,396 |
U.S. agency securities | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
U.S. agency securities | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 16,191 | $ 7,396 |
Short-term Investments - Short-
Short-term Investments - Short-Term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Amortized Cost | $ 343,562 | $ 362,285 |
Fair Value | ||
Fair Value | 343,478 | 361,710 |
Short-term Investments | ||
Amortized Cost | ||
Amortized cost, due within one year | 252,810 | 247,753 |
Amortized Cost | 252,810 | 247,753 |
Fair Value | ||
Fair value, due within one year | 252,726 | 247,178 |
Fair Value | $ 252,726 | $ 247,178 |
Short-term Investments - Narrat
Short-term Investments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Interest receivable | $ 0.6 | $ 0.6 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | $ 343,478 | $ 361,710 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 90,752 | 114,532 |
U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 95,034 | 62,977 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 101,862 | 150,726 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 39,639 | 26,079 |
U.S. agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 16,191 | 7,396 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 343,478 | 361,710 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 185,786 | 177,509 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 157,692 | 184,201 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 90,752 | 114,532 |
Fair Value, Recurring | Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 90,752 | 114,532 |
Fair Value, Recurring | Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 95,034 | 62,977 |
Fair Value, Recurring | U.S. Treasury notes | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 95,034 | 62,977 |
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 | 101,862 | 150,726 |
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 | 101,862 | 150,726 |
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 | 39,639 | 26,079 |
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 | 39,639 | 26,079 |
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 | U.S. agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 16,191 | 7,396 |
Fair Value, Recurring | U.S. agency securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring | U.S. agency securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | 16,191 | 7,396 |
Fair Value, Recurring | U.S. agency securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Apr. 14, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Amount borrowed | $ 1,000 | ||
Impairment of long-lived assets | $ 2,681,000 | $ 4,925,000 | |
Right Of Use Assets Leasehold Improvements And Furniture And Fixtures Member | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Impairment of long-lived assets | 2,700,000 | $ 3,700,000 | |
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 | $ 219,200,000 | $ 230,000,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefit expenses | $ 11,157 | $ 12,180 |
Restructuring liabilities | 0 | 1,837 |
Other accrued liabilities | 10,300 | 5,674 |
Total accrued liabilities | $ 21,457 | $ 19,691 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | 9 Months Ended | |||
Apr. 14, 2020 USD ($) d $ / shares | Apr. 09, 2020 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Apr. 08, 2020 $ / instrument | |
Line of Credit Facility [Line Items] | ||||
Amount borrowed | $ 1,000 | |||
Share price (in USD per share) | $ / shares | $ 10.12 | |||
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 USD per share) | $ / instrument | 42 | |||
Senior Notes Due 2025 | Convertible Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Amount borrowed | $ 230,000,000 | $ 219,200,000 | ||
Basis rate (in percentage) | 2.50% | |||
Proceeds from issuance of debt | $ 222,500,000 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||
Threshold trading days | d | 20 | |||
Threshold consecutive trading days | d | 30 | |||
Redemption price, percentage | 100% | |||
Conversion rate | 0.03267970 | |||
Conversion price (in USD per share) | $ / shares | $ 30.60 | |||
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% | |||
Threshold trading days | d | 5 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Line of Credit Facility [Line Items] | ||||
Amortization of debt issuance costs and discount | $ 1,132 | $ 1,124 | ||
Senior Notes Due 2025 | Convertible Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Contractual interest expense | $ 1,445 | $ 1,436 | 4,329 | 4,300 |
Amortization of debt issuance costs and discount | 378 | 375 | 1,132 | 1,124 |
Total | $ 1,823 | $ 1,811 | $ 5,461 | $ 5,424 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net Carrying Value Of the Liability (Details) - Senior Notes Due 2025 - Convertible Notes Payable $ in Thousands | Sep. 30, 2023 USD ($) |
Line of Credit Facility [Line Items] | |
Principal | $ 230,000 |
Less: Unamortized issuance costs | (2,345) |
Net carrying amount | $ 227,655 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Schedule of the Effects of the Tender Offer Repurchase Price Over the Estimated Fair Value of the Common Stock Redeemed [Line Items] | ||||
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 | ||
Shares outstanding (in shares) | 57,368,674 | 55,764,942 | ||
Shares issued (in shares) | 55,764,942 | 57,368,674 | ||
Common stock, shares outstanding (in shares) | 57,044,112 | 55,261,922 | ||
Common stock, shares issued (in shares) | 57,044,112 | 55,261,922 | ||
Stockholders vote | vote | 1 | |||
Dividends | $ | $ 0 | |||
Share repurchase plan, authorized amount | $ | $ 40,000,000 | |||
Treasury stock, shares, acquired (in shares) | 145,027 | 709,139 | ||
Treasury stock, shares, retired (in shares) | 145,027 | 709,139 | ||
Treasury stock, value, acquired, cost method | $ | $ 1,800,000 | $ 8,400,000 | ||
Treasury stock, retired, cost method, amount | $ | $ 1,800,000 | |||
Treasury stock acquired, average cost per share (in USD per share) | $ / shares | $ 12.45 | $ 11.81 | ||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 29,800,000 | |||
Vitalware L L C | Able Health Inc | ||||
Schedule of the Effects of the Tender Offer Repurchase Price Over the Estimated Fair Value of the Common Stock Redeemed [Line Items] | ||||
Shares outstanding (in shares) | 324,562 | 503,020 | ||
Shares issued (in shares) | 503,020 | 324,562 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss | $ (22,032) | $ (45,735) | $ (87,835) | $ (101,621) |
Dilutive change in fair value of shares issuable as contingent consideration | 0 | 0 | 0 | (4,668) |
Net loss for diluted calculation | $ (22,032) | $ (45,735) | $ (87,835) | $ (106,289) |
Denominator: | ||||
Weighted-average number of shares used in calculating net loss per share, basic(in share) | 56,710,602 | 54,303,667 | 56,061,925 | 53,666,667 |
Net loss per share, basic (in USD per share) | $ (0.39) | $ (0.84) | $ (1.57) | $ (1.89) |
Dilutive effect of shares issuable as acquisition-related contingent consideration (in shares) | 0 | 0 | 0 | 358,030 |
Weighted-average number of shares used in calculating net loss per share, diluted (in shares) | 56,710,602 | 54,303,667 | 56,061,925 | 54,024,697 |
Net loss per share, diluted (in USD per share) | $ (0.39) | $ (0.84) | $ (1.57) | $ (1.97) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details) | 9 Months Ended | |
Sep. 30, 2023 $ / instrument shares | Sep. 30, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 13,838,603 | 14,863,879 |
Capped Call | Cash Flow Hedging | Designated as Hedging Instrument | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cap price (in USD per share) | $ / instrument | 42 | |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 1,404,287 | 1,757,832 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 4,196,967 | 4,334,386 |
Performance-based restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 211,548 | 604,708 |
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) | 7,516,331 | 7,516,331 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 184,908 | 147,602 |
Restricted shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares with a potentially dilutive impact (in shares) | 324,562 | 503,020 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 29, 2022 | Feb. 24, 2022 | Jul. 31, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (in shares) | 0 | 0 | |||||
KPI Ninja | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards, period for recognition | 2 years 4 months 24 days | ||||||
Service period (in years) | 4 years | ||||||
Unrecognized ESPP compensation cost | $ 1,600 | ||||||
ARMUS | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period (in years) | 3 years | ||||||
Unrecognized ESPP compensation cost | 2,000 | ||||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares exercised in period | 700 | ||||||
Total grant-date fair value of stock options vested | 400 | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total grant-date fair value of stock options vested | $ 35,200 | $ 32,600 | |||||
Cliff vesting period | 4 years | ||||||
Granted (in USD per share) | $ 11.99 | $ 23.78 | |||||
Unrecognized stock-based compensation expense related to RSUs | $ 71,200 | ||||||
Nonvested awards, period for recognition | 2 years 3 months 18 days | ||||||
Restricted stock units | Vest in year one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cliff vesting period | 1 year | ||||||
Performance-based restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total grant-date fair value of stock options vested | $ 4,800 | $ 12,800 | |||||
Granted (in USD per share) | $ 12.62 | $ 25.75 | |||||
Unrecognized stock-based compensation expense related to RSUs | $ 1,700 | ||||||
Nonvested awards, period for recognition | 1 year 7 months 6 days | ||||||
Percentage of other eligible employees | 42% | ||||||
Service period (in years) | 4 years | ||||||
Measurement period (in years) | 3 years | ||||||
Performance-based restricted stock units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 0% | ||||||
Performance-based restricted stock units | Vest in year one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 33.33% | ||||||
Performance-based restricted stock units | Vest in Q1 Year 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 33.33% | ||||||
Performance-based restricted stock units | Vest in Q2 Year 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percent | 33.33% | ||||||
Employee stock purchase plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 750,000 | 184,908 | |||||
Percentage increase of the number of common stock shares (in percentage) | 1% | ||||||
Shares available for grant (in shares) | 1,645,705 | 557,649 | |||||
Total grant-date fair value of stock options vested | $ 3,200 | ||||||
ESPP share increase in period (in shares) | 750,000 | ||||||
Employee stock purchase plan period | 6 months | ||||||
Maximum employee subscription rate | 15% | ||||||
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% | ||||||
Share-based payment award, shares issued in period (in shares) | 244,133 | ||||||
Share-based payment award, per share weighted average price of shares purchased (in USD per share) | $ 9.04 | ||||||
Unrecognized ESPP compensation cost | $ 400 | ||||||
Restricted shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense related to RSUs | $ 2,200 | ||||||
Nonvested awards, period for recognition | 4 months 24 days | ||||||
Restricted shares | KPI Ninja | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cliff vesting period | 6 months | ||||||
Vesting percent | 25% | ||||||
Number of restricted shares issued (in shares) | 356,919 | ||||||
Restricted shares | ARMUS | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards, period for recognition | 1 year 7 months 6 days | ||||||
Service period (in years) | 18 months | ||||||
Number of restricted shares issued (in shares) | 235,330 | ||||||
Release of shares, period | 18 months | ||||||
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% | ||||||
2019 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,500,000 | 2,788,247 | |||||
Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 20,717,667 | 17,929,420 | |||||
Shares available for grant (in shares) | 3,526,070 | 2,479,622 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 14,232 | $ 17,304 | $ 42,745 | $ 53,356 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,424 | 2,485 | 7,090 | 7,645 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,149 | 7,037 | 16,049 | 20,925 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,927 | 3,390 | 8,677 | 9,643 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,732 | 4,392 | 10,929 | 15,143 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 11,591 | 14,079 | 34,531 | 39,963 |
Performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 406 | 313 | 1,117 | 3,949 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 357 | 421 | 1,464 | 1,263 |
Restricted shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,878 | 1,878 | 5,573 | 5,912 |
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 613 | $ 60 | $ 2,269 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 9 Months Ended |
Sep. 30, 2023 | |
Time-Based Option Shares | |
Outstanding, beginning (in shares) | 1,748,306 |
Options exercised (in shares) | (128,443) |
Options cancelled/forfeited (in shares) | (215,576) |
Outstanding, ending (in shares) | 1,404,287 |
Vested and expected to vest, outstanding (in shares) | 1,404,287 |
Vested and exercisable (in shares) | 1,404,287 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ 11.51 |
Options exercised (in USD per share) | 7.29 |
Options cancelled/forfeited (in USD per share) | 12.80 |
Outstanding, ending balance (in USD per share) | 11.69 |
Vested and expected to vest (in USD per share) | 11.69 |
Vested and exercisable (in USD per share) | $ 11.69 |
Option shares outstanding, weighted average remaining contractual life in years | 4 years 2 months 12 days |
Vested and expected to vest, weighted average remaining contractual life in years | 4 years 2 months 12 days |
Vested and exercisable, weighted average remaining contractual life in years | 4 years 2 months 12 days |
Option shares outstanding, aggregate intrinsic value | $ 133,440 |
Option shares vested and expected to vest, aggregate intrinsic value | 133,440 |
Option shares vested and exercisable, aggregate intrinsic value | $ 133,440 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit and Phantom Share Units (PSUs) Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted stock units | ||
Number of Shares | ||
Unvested and outstanding, beginning balance (in shares) | 3,292,943 | |
Granted (in shares) | 2,431,388 | |
Vested (in shares) | (1,185,305) | |
Forfeited (in shares) | (342,059) | |
Unvested and outstanding, ending balance (in shares) | 4,196,967 | |
Weighted Average Grant Date Fair Value | ||
Unvested and outstanding, beginning balance, grant date fair value (in USD per share) | $ 29.71 | |
Granted (in USD per share) | 11.99 | $ 23.78 |
Vested (in USD per share) | 29.70 | |
Forfeited (in USD per share) | 26.83 | |
Unvested and outstanding, ending balance, grant date fair value (in USD per share) | $ 19.68 | |
Performance-based restricted stock units | ||
Number of Shares | ||
Unvested and outstanding, beginning balance (in shares) | 534,380 | |
Granted (in shares) | 210,071 | |
Vested (in shares) | (190,878) | |
Forfeited (in shares) | (342,025) | |
Unvested and outstanding, ending balance (in shares) | 211,548 | |
Weighted Average Grant Date Fair Value | ||
Unvested and outstanding, beginning balance, grant date fair value (in USD per share) | $ 25.45 | |
Granted (in USD per share) | 12.62 | $ 25.75 |
Vested (in USD per share) | 25.17 | |
Forfeited (in USD per share) | 25.19 | |
Unvested and outstanding, ending balance, grant date fair value (in USD per share) | $ 13.39 | |
Expected volatility | 61.70% | |
Risk-free interest rate, minimum | 4.38% | |
Risk-free interest rate, maximum | 5.01% | |
Expected dividends | $ 0 | |
Performance-based restricted stock units | Minimum | ||
Weighted Average Grant Date Fair Value | ||
Expected term (in years) | 1 year | |
Performance-based restricted stock units | Maximum | ||
Weighted Average Grant Date Fair Value | ||
Expected term (in years) | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - Employee stock purchase plan - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 54.30% | 37.50% |
Expected volatility, maximum | 99.40% | 75.80% |
Expected term (in months) | 6 months | 6 months |
Risk-free interest rate, minimum | 4.77% | 0.22% |
Risk-free interest rate, maximum | 5.53% | 2.52% |
Expected dividends | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (0.30%) | (0.30%) | (0.20%) | 4.10% |
Income tax benefit | $ (59) | $ (156) | $ (213) | $ 4,339 |
Change in valuation allowance | $ 4,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 15, 2023 USD ($) |
Settled Litigation | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount | $ 18.8 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Percentage of revenue recognized was included in deferred revenue (in percentage) | 45% | 50% | 23% | 26% |
Revenue remaining performance obligation amount | $ 196 | $ 196 | ||
Technology and professional services | ||||
Product Information [Line Items] | ||||
Allowed termination period | 1 year | |||
Notice required for termination | 90 days | |||
Technology and professional services | Minimum | ||||
Product Information [Line Items] | ||||
Service contract term | 3 years | |||
Technology and professional services | Maximum | ||||
Product Information [Line Items] | ||||
Service contract term | 5 years |
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]: 2023-10-01 | Sep. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (in percentage) | 70% |
Remaining performance obligation, period | 24 months |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 46,085 | $ 47,970 |
Deferred revenue | 53,400 | $ 55,100 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 4,100 | |
Accounts receivable, net | 800 | |
Deferred revenue | $ 200 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 73,773 | $ 68,354 | $ 220,854 | $ 207,074 |
Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 45,973 | 43,997 | 140,483 | 131,624 |
Professional Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 27,800 | $ 24,357 | $ 80,371 | $ 75,450 |
Segments - Schedule of Segment
Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | $ (14,232) | $ (17,304) | $ (42,745) | $ (53,356) |
Acquisition-related costs, net | (1,600) | (100) | (1,600) | (2,300) |
Less other reconciling items: | ||||
Sales and marketing | (15,084) | (25,401) | (50,050) | (67,141) |
Research and development | (17,667) | (20,770) | (52,339) | (56,066) |
General and administrative | (13,625) | (19,192) | (61,129) | (45,551) |
Depreciation and amortization | (10,190) | (12,372) | (31,919) | (36,633) |
Interest and other income (expense), net | 2,607 | 142 | 6,490 | (2,700) |
Loss before income taxes | (21,973) | (45,579) | (87,622) | (105,960) |
Operating Segments | ||||
Adjusted Gross Profit | ||||
Gross profit | 34,572 | 34,963 | 109,367 | 110,799 |
Operating Segments | Technology | ||||
Adjusted Gross Profit | ||||
Gross profit | 31,367 | 29,993 | 96,356 | 91,559 |
Operating Segments | Professional Services | ||||
Adjusted Gross Profit | ||||
Gross profit | 3,205 | 4,970 | 13,011 | 19,240 |
Segment Reconciling Items | ||||
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | (2,424) | (2,485) | (7,090) | (7,645) |
Acquisition-related costs, net | (162) | (217) | (506) | (776) |
Restructuring costs | 0 | (247) | (446) | (247) |
Less other reconciling items: | ||||
Sales and marketing | (15,084) | (25,401) | (50,050) | (67,141) |
Research and development | (17,667) | (20,770) | (52,339) | (56,066) |
General and administrative | (13,625) | (19,192) | (61,129) | (45,551) |
Depreciation and amortization | (10,190) | (12,372) | (31,919) | (36,633) |
Interest and other income (expense), net | $ 2,607 | $ 142 | $ 6,490 | $ (2,700) |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 0 | |||
2022 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | $ 2,974,000 | $ 2,016,000 | $ 2,974,000 | |
Impairment Charges | 1,225,000 | 0 | 1,225,000 | |
Other | 300,000 | 39,000 | 300,000 | |
Total | 4,499,000 | 2,055,000 | 4,499,000 | |
2022 Restructuring Plan | Severance And Other Team Member Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative severance costs | 8,071,000 | |||
Cumulative asset impairment charges | 1,225,000 | |||
Cumulative other restructuring costs | 1,184,000 | |||
Cumulative restructuring costs and asset impairment charges | 10,480,000 | |||
2022 Restructuring Plan | Technology | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | 12,000 | |||
Impairment Charges | 0 | |||
Other | 0 | |||
Total | 12,000 | |||
2022 Restructuring Plan | Professional Services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | 247,000 | 434,000 | 247,000 | |
Impairment Charges | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | |
Total | 247,000 | 434,000 | 247,000 | |
2022 Restructuring Plan | Sales and marketing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | 1,393,000 | 1,190,000 | 1,393,000 | |
Impairment Charges | 0 | 0 | 0 | |
Other | 166,000 | 15,000 | 166,000 | |
Total | 1,559,000 | 1,205,000 | 1,559,000 | |
2022 Restructuring Plan | Research and development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | 898,000 | 286,000 | 898,000 | |
Impairment Charges | 1,225,000 | 0 | 1,225,000 | |
Other | 134,000 | 0 | 134,000 | |
Total | 2,257,000 | 286,000 | 2,257,000 | |
2022 Restructuring Plan | General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and Other Team Member Costs | 436,000 | 94,000 | 436,000 | |
Impairment Charges | 0 | 0 | 0 | |
Other | 0 | 24,000 | 0 | |
Total | $ 436,000 | $ 118,000 | $ 436,000 |
Restructuring Costs - Schedul_2
Restructuring Costs - Schedule of Restructuring-Related Charges and Related Liability (Details) - Severance And Other Team Member Costs - 2022 Restructuring Plan - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | |||
Beginning, balance | $ 61 | $ 1,067 | $ 1,837 |
Severance and other restructuring costs | 2,055 | ||
Cash payments | (61) | (1,006) | (2,825) |
Ending, balance | $ 0 | $ 61 | $ 1,067 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 02, 2023 | Mar. 31, 2024 | |
2023 Restructuring Plan | Workforce Reduction | Forecast | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, authorized reduction percentage of global workforce | 10% | |
Restructuring costs | $ 6 | |
Subsequent Event | ERS Corporation | ||
Subsequent Event [Line Items] | ||
Payments to acquire businesses, gross | $ 11.5 | |
Business acquisition number of shares (in shares) | 175,901 | |
Stock consideration revesting period | 18 months |
Uncategorized Items - hcat-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |