Cover
Cover | 9 Months Ended |
Sep. 30, 2019 | |
Cover page. | |
Document Type | S-1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2019 |
Entity Registrant Name | Livongo Health, Inc. |
Entity Central Index Key | 0001639225 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 349,820 | $ 108,928 | $ 61,243 |
Short-term investment | 50,000 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $51, $575, and $1,552 as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively | 40,901 | 16,623 | 7,517 |
Inventories | 21,274 | 8,934 | 2,915 |
Deferred costs, current | 12,223 | 6,022 | 2,841 |
Restricted cash, current | 50 | ||
Prepaid expenses and other current assets | 9,350 | 4,935 | 1,293 |
Total current assets | 483,568 | 145,442 | 75,859 |
Property and equipment, net | 8,975 | 5,837 | 2,059 |
Restricted cash, noncurrent | 1,270 | 179 | 230 |
Goodwill | 35,794 | 15,709 | 2,486 |
Intangible assets, net | 17,165 | 5,154 | 166 |
Deferred costs, noncurrent | 4,586 | 2,447 | 1,153 |
Other noncurrent assets | 3,547 | 5,485 | 92 |
TOTAL ASSETS | 554,905 | 180,253 | 82,045 |
Current liabilities: | |||
Accounts payable | 7,636 | 6,377 | 3,253 |
Accrued expenses and other current liabilities | 28,803 | 16,152 | 6,094 |
Deferred acquisition related payments | 2,000 | ||
Deferred revenue, current | 3,909 | 1,614 | 987 |
Advance payments from partner, current | 1,767 | 293 | 200 |
Total current liabilities | 42,115 | 24,436 | 12,534 |
Deferred revenue, noncurrent | 670 | 437 | 257 |
Advance payment from partner, noncurrent | 7,754 | 6,432 | 3,569 |
Other noncurrent liabilities | 3,040 | 3,825 | 76 |
TOTAL LIABILITIES | 53,579 | 35,130 | 16,436 |
Commitments and contingencies (Note 7) | |||
Redeemable convertible preferred stock, par value of $0.001 per share; 45,960, 58,615, and zero shares authorized, issued, and outstanding as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively; aggregate liquidation preference of $132,650, $237,650, and zero as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively | 0 | 236,929 | 132,017 |
Stockholders' (deficit) equity: | |||
Preferred stock, par value of $0.001 per share; zero shares authorized as of and December 31, 2017 and 2018, respectively, and 100,000 shares authorized as of September 30, 2019 (unaudited); zero shares issued and outstanding as of December 31, 2017 and 2018, and September 30, 2019 (unaudited) | 0 | 0 | 0 |
Common stock, par value of $0.001 per share; 84,750, 99,250, and 900,000 shares authorized as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively; 17,030, 17,691, and 94,454 shares issued and outstanding as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively | 94 | 18 | 17 |
Additional paid-in capital | 663,761 | 21,789 | 13,806 |
Accumulated deficit | (162,529) | (113,613) | (80,231) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 501,326 | (91,806) | (66,408) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 554,905 | $ 180,253 | $ 82,045 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts | $ 1,552 | $ 575 | $ 51 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 58,615,000 | 45,960,000 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 58,615,000 | 45,960,000 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 58,615,000 | 45,960,000 |
Aggregate liquidation preference | $ 0 | $ 237,650 | $ 132,650 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 900,000,000 | 99,250,000 | 84,750,000 |
Common stock, shares issued (in shares) | 94,454,000 | 17,691,000 | 17,030,000 |
Common stock, shares outstanding (in shares) | 94,454,000 | 17,691,000 | 17,030,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 119,605 | $ 47,225 | $ 68,431 | $ 30,850 |
Cost of revenue | 35,222 | 13,371 | 20,269 | 8,312 |
Gross profit | 84,383 | 33,854 | 48,162 | 22,538 |
Operating expenses: | ||||
Research and development | 37,079 | 16,485 | 24,861 | 12,028 |
Sales and marketing | 56,644 | 24,392 | 36,433 | 16,502 |
General and administrative | 41,998 | 14,848 | 23,063 | 11,050 |
Change in fair value of contingent consideration | 1,011 | 0 | (1,200) | 0 |
Total operating expenses | 136,732 | 55,725 | 83,157 | 39,580 |
Loss from operations | (52,349) | (21,871) | (34,995) | (17,042) |
Other income, net | 2,056 | 970 | 1,641 | 123 |
Loss before provision for income taxes | (50,293) | (20,901) | (33,354) | (16,919) |
Provision for (benefit from) income taxes | (1,377) | 21 | 28 | (61) |
Net loss | (48,916) | (20,922) | (33,382) | (16,858) |
Accretion of redeemable convertible preferred stock | (96) | (119) | (162) | (143) |
Net loss attributable to common stockholders | $ (49,012) | $ (21,041) | $ (33,544) | $ (17,001) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (1.34) | $ (1.29) | $ (2.02) | $ (1.18) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 36,636 | 16,328 | 16,573 | 14,442 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Restricted Stock Awards | Restricted Stock AwardsCommon Stock | Restricted Stock AwardsAdditional Paid-in Capital | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs)Common Stock | Restricted Stock Units (RSUs)Additional Paid-in Capital |
Redeemable convertible preferred stock, shares outstanding at of beginning period (in shares) at Dec. 31, 2016 | 34,186,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Dec. 31, 2016 | $ 79,528 | |||||||||
Temporary Equity | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 11,774,000 | |||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 52,346 | |||||||||
Accretion of redeemable convertible preferred stock | $ 143 | |||||||||
Redeemable convertible preferred stock, shares outstanding at end of period (in shares) at Dec. 31, 2017 | 45,960,000 | |||||||||
Redeemable convertible preferred stock, outstanding at end of period at Dec. 31, 2017 | $ 132,017 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2016 | 14,233,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Dec. 31, 2016 | (52,907) | $ 14 | $ 10,452 | $ (63,373) | ||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | $ (143) | (143) | ||||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 1,372,000 | 1,372,000 | ||||||||
Issuance of common stock upon exercise of stock options | $ 1,069 | $ 1 | 1,068 | |||||||
Issuance of stock awards (in shares) | 1,064,000 | |||||||||
Issuance of stock awards | $ 1 | $ (1) | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 361,425 | 361,000 | ||||||||
Issuance of common stock upon exercise of warrants | $ 286 | $ 1 | 285 | |||||||
Stock-based compensation expense | 2,145 | 2,145 | ||||||||
Net loss | (16,858) | (16,858) | ||||||||
Common stock, shares outstanding at end of period (in shares) at Dec. 31, 2017 | 17,030,000 | |||||||||
Stockholders' equity (deficit) at end of period at Dec. 31, 2017 | $ (66,408) | $ 17 | 13,806 | (80,231) | ||||||
Temporary Equity | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 12,655,000 | |||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 104,750 | |||||||||
Accretion of redeemable convertible preferred stock | $ 119 | |||||||||
Redeemable convertible preferred stock, shares outstanding at end of period (in shares) at Sep. 30, 2018 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at end of period at Sep. 30, 2018 | $ 236,886 | |||||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | (119) | (119) | ||||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 523,000 | |||||||||
Issuance of common stock upon exercise of stock options | 412 | $ 1 | 411 | |||||||
Stock-based compensation expense | 3,017 | 3,017 | ||||||||
Net loss | (20,922) | (20,922) | ||||||||
Common stock, shares outstanding at end of period (in shares) at Sep. 30, 2018 | 17,553,000 | |||||||||
Stockholders' equity (deficit) at end of period at Sep. 30, 2018 | $ (84,020) | $ 18 | 17,115 | (101,153) | ||||||
Redeemable convertible preferred stock, shares outstanding at of beginning period (in shares) at Dec. 31, 2017 | 45,960,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Dec. 31, 2017 | $ 132,017 | |||||||||
Temporary Equity | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 12,655,000 | |||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 104,750 | |||||||||
Accretion of redeemable convertible preferred stock | $ 162 | |||||||||
Redeemable convertible preferred stock, shares outstanding at end of period (in shares) at Dec. 31, 2018 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at end of period at Dec. 31, 2018 | $ 236,929 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2017 | 17,030,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Dec. 31, 2017 | (66,408) | $ 17 | 13,806 | (80,231) | ||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | $ (162) | (162) | ||||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 1,454,000 | 1,415,000 | ||||||||
Issuance of common stock upon exercise of stock options | $ 1,658 | $ 2 | 1,656 | |||||||
Cancellation of restricted stock awards (in shares) | (754,000) | |||||||||
Cancellation of restricted stock awards | $ (1) | 1 | ||||||||
Issuance of common stock upon IPO (in shares) | 982,301 | 161,250 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 0 | |||||||||
Stock-based compensation expense | $ 6,488 | 6,488 | ||||||||
Net loss | (33,382) | (33,382) | ||||||||
Common stock, shares outstanding at end of period (in shares) at Dec. 31, 2018 | 17,691,000 | |||||||||
Stockholders' equity (deficit) at end of period at Dec. 31, 2018 | (91,806) | $ 18 | 21,789 | (113,613) | ||||||
Temporary Equity | ||||||||||
Accretion of redeemable convertible preferred stock | $ 96 | |||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (58,615,000) | |||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (237,025) | |||||||||
Redeemable convertible preferred stock, shares outstanding at end of period (in shares) at Sep. 30, 2019 | 0 | |||||||||
Redeemable convertible preferred stock, outstanding at end of period at Sep. 30, 2019 | $ 0 | |||||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | (96) | (96) | ||||||||
Stock converted (in shares) | 58,615,000 | |||||||||
Conversion of redeemable convertible preferred stock to common stock | $ 237,025 | $ 59 | 236,966 | |||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 1,957,000 | 1,957,000 | ||||||||
Issuance of common stock upon exercise of stock options | $ 1,959 | $ 1 | 1,958 | |||||||
Issuance of stock awards (in shares) | 982,000 | 547,000 | ||||||||
Issuance of stock awards | $ 1 | $ (1) | $ 1 | $ (1) | ||||||
Tax withholding on releasing of restricted stock units (in shares) | (18,000) | |||||||||
Tax withholding on releasing of restricted stock units | (563) | (563) | ||||||||
Issuance of common stock upon IPO (in shares) | 14,590,000 | |||||||||
Issuance of common stock upon IPO | $ 377,758 | $ 14 | 377,744 | |||||||
Issuance of common stock upon exercise of warrants (in shares) | 90,277 | 90,000 | ||||||||
Issuance of common stock upon exercise of warrants | $ 60 | 60 | ||||||||
Stock-based compensation expense | 25,905 | 25,905 | ||||||||
Net loss | (48,916) | (48,916) | ||||||||
Common stock, shares outstanding at end of period (in shares) at Sep. 30, 2019 | 94,454,000 | |||||||||
Stockholders' equity (deficit) at end of period at Sep. 30, 2019 | $ 501,326 | $ 94 | $ 663,761 | $ (162,529) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 104,750 | $ 104,750 | $ 52,346 |
Price per share of preferred stock (in dollars per share) | $ 4.1484 | ||
Issuance costs | $ 251 | $ 250 | $ 154 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (48,916) | $ (20,922) | $ (33,382) | $ (16,858) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 2,312 | 810 | 1,263 | 364 |
Amortization of intangible assets | 1,889 | 368 | 592 | 12 |
Loss on disposal of property and equipment | 0 | 0 | 3 | 7 |
Change in fair value of contingent consideration | 1,011 | 0 | (1,200) | 0 |
Allowance for doubtful accounts | 501 | 64 | 476 | (41) |
Stock-based compensation expense | 25,727 | 2,972 | 6,332 | 2,118 |
Deferred income taxes | (1,396) | 0 | (69) | |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||||
Accounts receivable, net | (23,441) | (7,499) | (9,174) | (5,391) |
Inventories | (12,340) | (700) | (5,963) | (1,465) |
Deferred costs | (8,340) | (3,153) | (4,475) | (3,994) |
Prepaid expenses and other assets | (4,052) | (422) | (1,911) | (617) |
Accounts payable | 1,041 | 1,648 | 2,562 | 2,488 |
Accrued expenses and other liabilities | 6,547 | 5,072 | 8,286 | 2,650 |
Deferred revenue | 1,128 | 419 | 595 | 1,042 |
Advance payments from partner | 2,796 | (174) | 2,956 | 3,769 |
Net cash used in operating activities | (55,533) | (21,517) | (33,040) | (15,916) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of property and equipment | (1,334) | (625) | (954) | (416) |
Capitalized internal-use software costs | (3,558) | (2,323) | (3,562) | (1,461) |
Purchase of short-term investment | (50,000) | 0 | 0 | 0 |
Acquisitions, net of cash acquired | (27,435) | (12,268) | (12,268) | (598) |
Escrow deposit | 434 | (7,000) | (7,000) | |
Net cash used in investing activities | (81,893) | (22,216) | (23,784) | (2,475) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of common stock upon IPO, net of issuance costs | 377,953 | 0 | 0 | 0 |
Deferred acquisition related payment | 0 | (2,000) | (2,000) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 104,750 | 104,750 | 52,346 |
Proceeds from exercise of stock options, net of repurchases | 1,959 | 412 | 1,658 | 1,069 |
Proceeds from exercise of common stock warrants | 60 | 0 | 0 | 286 |
Taxes paid related to net share settlement of equity awards | (563) | 0 | 0 | 0 |
Repayments on long-term debt | 0 | 0 | 0 | (4,306) |
Net cash provided by financing activities | 379,409 | 103,162 | 104,408 | 49,395 |
Net increase in cash, cash equivalents, and restricted cash | 241,983 | 59,429 | 47,584 | 31,004 |
Cash, cash equivalents, and restricted cash, beginning of period | 109,107 | 61,523 | 61,523 | 30,519 |
Cash, cash equivalents, and restricted cash, end of period | 351,090 | 120,952 | 109,107 | 61,523 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||||
Cash and cash equivalents | 349,820 | 120,672 | 108,928 | 61,243 |
Restricted cash | 1,270 | 280 | 179 | 280 |
Cash, cash equivalents, and restricted cash, end of period | 351,090 | 120,952 | 109,107 | 61,523 |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 0 | 0 | 0 | 66 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Accretion of redeemable convertible preferred stock | 96 | 119 | 162 | 143 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 363 | 19 | 20 | 37 |
Capitalized internal-use software costs in accounts payable and accrued liabilities | (95) | 110 | 299 | 149 |
Retrofit | ||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Contingent consideration liability | 1,316 | 6,204 | 6,204 | 0 |
myStrength | ||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Contingent consideration liability | 3,300 | 0 | 0 | 0 |
Unpaid working capital adjustment related to myStrength acquisition | 119 | 0 | 0 | 0 |
Common Stock | ||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Unpaid offering costs | $ 195 | $ 0 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Description of Business Livongo Health, Inc. (“we”, “us”, “the Company”, or “Livongo”) was incorporated in the state of Delaware on October 16, 2008, under the name of EosHealth, Inc. In September 2014, we changed our name to Livongo Health, Inc. Livongo empowers people with chronic conditions to live better and healthier lives. We have created a unified platform that provides smart, cellular-connected devices, supplies, informed coaching, data science-enabled insights and facilitates access to medications across multiple chronic conditions to help our members lead better lives. We currently offer Livongo for Diabetes, Livongo for Hypertension, Livongo for Prediabetes and Weight Management, and Livongo for Behavioral Health by myStrength. We create consumer-first experiences with high member satisfaction, measurable, sustainable health outcomes, and more cost-effective care for our members and our clients. This approach is leading to better clinical and financial outcomes while also creating a better experience for people with chronic conditions and their care team of family, friends, and medical professionals. Our headquarters are located in Mountain View, California, and we serve customers throughout North America. Liquidity and Capital Resources We have incurred losses since inception. As of September 30, 2019 (unaudited), we had an accumulated deficit of $162.5 million. We incurred a net loss of $33.4 million and used $33.0 million of cash in operating activities during the year ended December 31, 2018. We incurred a net loss of $48.9 million and used $55.5 million in operating activities during the nine months ended September 30, 2019 (unaudited). Prior to our IPO, which was completed in July 2019, we primarily funded our operations through equity financings. Our primary source of liquidity had been proceeds from sales of our redeemable convertible preferred stock. Since January 1, 2017, we have raised net proceeds of $157.1 million from our Series D and Series E redeemable convertible preferred stock. The continued execution of our long-term business plan may require us to explore financing options such as issuance of equity or debt instruments. While we have historically been successful in obtaining equity financing, there can be no assurance that such additional financing, if necessary, will be available or, if available, that such financings can be obtained on satisfactory terms. In July 2019, we completed our initial public offering (“IPO”) in which we issued and sold 14,590,050 shares of our common stock at an offering price of $28.00 per share, including 1,903,050 shares of common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. We received net proceeds of $377.8 million, after deducting underwriting discounts and commissions of $28.6 million and offering costs of $2.2 million. Offering costs are capitalized and consist of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other IPO-related paid-in Reverse Stock Split In June 2019, our board of directors and stockholders approved a 1-for-2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Livongo Health, Inc. and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Foreign Currency Our reporting currency is the U.S. dollar. We determine the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The functional currency of each of our subsidiaries is the U.S. dollar. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency remeasurement and settlements are included in other income (expense), net in the consolidated statements of operations. During the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), our gains or losses from foreign currency remeasurement and settlements were not material. Comprehensive Loss For the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), there was no difference between comprehensive loss and net loss. Unaudited Interim Consolidated Financial Information The accompanying interim consolidated balance sheet as of September 30, 2019, the consolidated statements of operations, of cash flows, and of redeemable convertible preferred stock and stockholders’ deficit for the nine months ended September 30, 2018 and 2019 are unaudited. These interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of September 30, 2019 and the results of our operations and cash flows for the nine months ended September 30, 2018 and 2019. The financial data and other financial information disclosure in the notes to these consolidated financial statements related to the nine month periods are also unaudited. The results for the nine months ended September 30, 2019 are not necessarily indicative of the operating results expected for the year ending December 31, 2019 or any future period. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Such estimates, judgments, and assumptions include: revenue recognition, assessment of the useful life and recoverability of long-lived assets, fair values of stock-based awards, contingent consideration in business combinations, and income taxes. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, our financial statements will be affected. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Business Combinations We have completed a number of acquisitions of other businesses in the past and may acquire additional businesses or technologies in the future. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We allocate the purchase price, which is the sum of the consideration provided in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities is recorded as goodwill. 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. When we issue stock-based or cash awards to an acquired company’s stockholders, we evaluate whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. To date, the assets acquired, and liabilities assumed in our business combinations have primarily consisted of goodwill and finite-lived intangible assets, consisting primarily of developed technologies, customer relationships and trade names. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, and the specific characteristics of the identified intangible assets. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. Acquisition-related transaction costs incurred by us are not included as a component of consideration transferred but are accounted for as operating expenses in the period in which the costs are incurred in the consolidated statements of operations. Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, short-term investment, and accounts receivable. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We invest our cash equivalents in highly rated money market funds and our investment in a short-term certificate of deposit. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on cash, cash equivalents, and investment and perform periodic evaluations of the credit standing of such institutions. Our sales are predominately to self-insured employers, healthcare providers, and insurance carriers located throughout North America. Accounts receivable are recorded at the invoiced amount, and are stated at realizable value, net of an allowance for doubtful accounts. We perform ongoing assessments and credit evaluations of our clients to assess the collectability of the accounts based on a number of factors, including past transaction experience, age of the accounts receivable, review of the invoicing terms of the contracts, and recent communication with clients. We have not experienced significant credit losses from our accounts receivable. Significant customers and partners are those which represent 10% or more of our net accounts receivable balance or revenue during the period at each respective consolidated balance sheet date. There were no customers that represented 10% or more of our accounts receivable balance or revenue for the periods presented. For each significant partner, revenue as a percentage of total revenue and accounts receivable as a percentage of net accounts receivable were as follows: Revenue Accounts Receivable Year Ended December 31, Nine Months Ended September 30, As of December 31, As of September 30, 2017 2018 2018 2019 2017 2018 (unaudited) (unaudited) Partner A 30 % 33 % 33 % 28 % 50 % 28 % 29 % Partner B * * * 23 % * 13 % 25 % * Less than 10% of total revenue or net accounts receivable We utilize a limited number of manufacturing vendors to build and assemble our products. The hardware components included in our devices are sourced from various suppliers by the manufacturer and are principally industry standard parts and components that are available from multiple vendors. Quality or performance failures of the glucometer or changes in the contractors’ or vendors’ financial or business condition could disrupt our ability to supply quality products to our customers and thereby have a material adverse impact on our business, financial condition and results of operations. Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, short-term investment, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. Revenue Recognition The substantial majority of our revenue is derived from monthly subscription fees that are recognized as services are rendered and earned under the subscription agreements with clients. Clients are business entities that have contracted with us to offer the Livongo solution to their employees. Client’s employees or their covered dependents enrolled in the Livongo program are referred to as members. Clients are our customers. We improve member health results and reduce healthcare costs by providing an overall health management solution through the integration of Livongo devices, supplies, access to our web-based six-month We sell to our clients through our direct sales force and through our partners (channel partners, pharmacy benefit managers, and resellers). We are the principal with respect to contracts originated through partners, as we are the primary obligor responsible for providing the solutions that are the subject of the arrangement with the client, we have latitude in establishing pricing, and we have inventory risk. In these situations, revenue is recognized on a gross basis, and fees paid to partners are recorded as commissions expense included in sales and marketing expenses in the consolidated statements of operations. We have determined that our blood glucose meter does not have standalone value because the device is not sold separately and does not function without the associated supplies and services. Our blood glucose meter along with the associated supplies and services are treated as a single unit of account and revenue is recognized on a monthly basis when all of the following criteria are satisfied: (i) there is persuasive evidence that an arrangement exists, (ii) delivery of the device has occurred and services are being rendered, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. When the arrangement includes an upfront fee, the upfront fee is deferred and amortized into revenue over the expected member enrollment period, which is estimated to be 24 months and such amount has not been material for all periods presented. We also derive revenue from the sale of certain of our connected devices when we have determined they have standalone value, such as the cellular-connected weight scale in our Livongo for Prediabetes and Weight Management solution. When an agreement contains multiple units of account, we allocate revenue to each unit of account based on a selling price hierarchy as required. The selling price for a unit of account is based on its Vendor Specific Objective Evidence (“VSOE”) or, if available, third-party evidence (“TPE”) if VSOE is not available, or best estimate of selling price (“ESP”) if neither VSOE nor TPE is available. The ESP is established considering several internal factors including, but not limited to, historical sales, pricing practices and geographies in which we offer our products and solutions. The determination of ESP is judgmental. Amounts allocated to the device unit of account are recognized upon delivery of the device. Amounts allocated to the service unit of account are recognized ratably over time, but not to exceed any amounts that are subject to contingent revenue limitations. Certain of our contractual agreements with customers contain a most-favored nation clause, pursuant to which we represent that the price charged and the terms offered to the customer will be no less favorable than those made available to other customers. We have not incurred any obligations related to such terms in these agreements during the periods presented. Certain of our client contracts are subject to pricing adjustments based on various performance metrics, such as member satisfaction scores, cost savings guarantees and health outcome guarantees, which if not met typically require us to refund a portion of the per participant per month fee paid. We defer the maximum amount of consideration that is contingently refundable to our clients until the performance metric is met. Deferred Revenue and Deferred Costs Deferred revenue consists of billed, but unrecognized revenue, comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for the device is amortized ratably over expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. Deferred costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life. Cost of Revenue Cost of revenue consists of expenses that are closely correlated or directly related to delivery of our solutions and monthly subscription fees, including product costs, data center costs, client support costs, credit card processing fees, allocated overhead costs, and amortization of developed technology and deferred costs. Certain personnel expenses associated with supporting these functions, including allocated overhead expenses for facilities, IT and depreciation expense, are included in cost of revenue. Cash, Cash Equivalents, Short-Term Investment, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, including money market fund accounts, purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments. Short-term investment consists of a certificate of deposit which matures in less then twelve months. Our restricted cash consists of deposits required under our vendor agreement, credit card program and the terms of the lease agreement for our office space in Mountain View, California and in Chicago, Illinois. Total restricted cash was $0.3 million, $0.2 million, and $1.3 million, as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily consists of amounts billed to customers. Our accounts receivable are subject to collection risk. Gross accounts receivable are reduced for this risk by an allowance for doubtful accounts. We determine the need for an allowance for doubtful accounts by performing ongoing assessments and credit evaluations of our clients to assess the probability of collection based upon various factors, including past transaction experience, age of the accounts receivable, review of the invoicing terms of the contract, and recent communication with clients. Accounts receivables are written off against the allowance when management determines a balance is uncollectible and we no longer actively pursue collection of the receivable. We do not typically offer right of refund in our contracts. We have not experienced significant credit losses from our accounts receivable. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), the allowance for doubtful accounts was $0.1 million, $0.6 million, and $1.6 million, respectively. The changes in the allowance for doubtful accounts are as follows: Year Ended December 31, Nine Months 2017 2018 2019 (unaudited) (in thousands) Allowance for doubtful accounts—beginning balance $ (92 ) $ (51 ) $ (575 ) Provision for doubtful accounts (58 ) (494 ) (501 ) Other adjustments and writeoffs 99 (30 ) (476 ) Allowance for doubtful accounts—ending balance $ (51 ) $ (575 ) $ (1,552 ) Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. On January 1, 2017, we adopted ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangible Assets, Net Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any such impairment charges. Useful Life (in years) Customer relationships 7–10 Developed technology 5–7 Trade names 2–5 Inventories Inventories consist of purchased components for assembling our welcome kits, refill kits, and replacement components. Our inventories are stated at the lower of cost or net realizable value. The cost of inventories is determined using the weighted-average cost method, which approximates the actual cost on a FIFO (first-in, first-out) Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of related improvements. Expenditures for repairs and maintenance are expensed in the period incurred. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture and fixtures 3 years Computers, equipment and software 3 years Capitalized internal-use 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Capitalized Internal-Use Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense in the consolidated statements of operations. Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, and costs related to development of web-based internal-use internal-use Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2017, December 31, 2018, and the nine months ended September 30, 2019 (unaudited) that indicated the carrying amounts of any long-lived assets were not fully recoverable. Advance Payments from Partner Advance payments from partner represents amounts received from a channel partner in connection with a Value-Added Reseller Agreement (“Reseller Agreement”) dated as of May 4, 2017. The Reseller Agreement specifies for payments to us if certain user enrollment targets are not met by specified dates stated in the initial term of the Reseller Agreement. Such payments are used as credits against our reseller fee payments to the channel partner. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), advance payments from the channel partner were $3.8 million, $6.7 million, and $9.5 million, respectively. Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the consolidated statements of operations. During the years ended December 31, 2017 and 2018 and nine months ended September 30, 2018 and 2019 (unaudited), advertising expense was approximately $3.0 million, $5.0 million, $3.4 million, and $8.7 million, respectively. Deferred Offering Costs Deferred offering costs are capitalized and consist of fees and expenses incurred in connection with the anticipated sale of our common stock in an initial public offering (“IPO”), including the legal, accounting, printing and other IPO-related costs. Stock-Based Compensation Expense We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors. We estimate the fair value of each employee stock option on the date of grant using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield as follows: Fair Value of Common Stock Expected Term time-to-vesting non-employees, Expected Volatility Risk-Free Interest Rate zero-coupon Dividend Yield Stock-based compensation expense for equity instruments issued to non-employees non-employees non-employees During the year ended December 31, 2018 and the nine months ended September 30, 2019 (unaudited), we granted options with a combination of service-based vesting conditions and market-based vesting conditions. The estimated fair value of these options was determined on the date of grant using the Monte Carlo simulation model, which utilizes multiple input variables to simulate a range of our possible future enterprise value. The determination of the estimated grant date fair value of these options is affected by a number of assumptions including our estimated common stock fair value on the grant date, expected volatilities of our common stock, our risk-free interest rate, and expected dividend yield. We recognize stock-based compensation expense for these options on a graded basis over the longer of the explicit service period or the derived service period. We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. For stock-based awards that are modified, a modification of the terms of a stock-based award is treated as an exchange of the original award or a new award with total compensation cost equal to the grant-date fair value of the original award plus any incremental value of the modification to the award. Common Stock Warrants Common stock warrants are measured at their estimated fair value upon issuance using the Black-Scholes pricing model and recorded in additional paid-in Income Taxes We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes—Balance Sheet Classification of Deferred Taxes We recognize and measure uncertain tax positions using a two-step Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class non-cumulative as-converted two-class two-class Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net loss attributable to common stockholders is calculated by adjusting net loss with current period accretion of redeemable convertible preferred stock. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Recent Accounting Pronouncements Adopted Business Combinations: No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Goodwill Impairment: No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment two-step tax-deductible Stock-Based Compensation: No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting Comprehensive Income No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income New Accounting Pronouncements Not Yet Adopted Leases: No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2018-11, Leases (Topic 842), Targeted Improvements No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) No. 2019-01, Codification Improvements to Topic 842, Leases Stock-Based Compensation: ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting No. 2018-07 Internal Use Software No. 2018-15, Intangibles-Goodwill and Other-Internal-Use 350-40): internal-use-software. Revenue Recognition: No. 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2014-09 No. 2014-09 No. 2014-09: No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients No. 2016-20, Technical Corrections and Improvements to Topic 606 We plan to adopt the new revenue standard using the modified retrospective transition method when it becomes effective for us, which is the year ending December 31, 2019 and interim periods beginning after December 31, 2019. We are in the process of reviewing our significant contracts and are evaluating the impact of the new standard. Based on our preliminary impact assessment of the Livongo for Diabetes solution, we believe that the overall promise to our customers is to improve member health results and reduce healthcare costs, and the delivery of this promise would not be possible without the integration of Livongo devices, supplies, access to our web-based 606-10-25-19b, |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations Diabeto Inc. In August 2017, we acquired all of the issued and outstanding shares of Diabeto Inc. (“Diabeto”), a privately-held, New Jersey-based entity, and assumed all of Diabeto’s employees. Diabeto uses mobile and web technologies to connect care givers and patients with chronic conditions. The total purchase consideration was $2.6 million in cash, of which $0.6 million was paid in 2017 and $2.0 million was paid in 2018. We have accounted for this acquisition as a business combination. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The fair values of the assets acquired and liabilities assumed by major class were recognized as follows: Amount (in thousands) Cash $ 1 Property and equipment 3 Acquired intangible assets 178 Liabilities assumed (69 ) Goodwill 2,486 Total purchase consideration $ 2,599 The acquired intangible assets are comprised of $0.2 million related to developed technology which is amortized over five years and $8,000 related to trade name which is amortized over three years. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired. Goodwill is primarily attributable to expected post-acquisition synergies from integrating Diabeto’s assembled workforce and developed technology into our product offerings and cross-selling opportunities. Goodwill recorded is not deductible for income tax purposes. Retrofit Inc. In April 2018, we acquired all of the issued and outstanding shares of Retrofit Inc. (“Retrofit”), a privately-held, Illinois-based entity, and a leading provider of weight-management and disease-prevention programs, through a share purchase agreement (the “Retrofit Purchase Agreement”) in exchange for cash consideration (the “Retrofit Acquisition”). The Retrofit Acquisition provides us with an evidence-based diabetes prevention program that enhances our data science capabilities and our expertise in holistic weight management including nutrition, exercise and mindset. The total consideration transferred as part of the Retrofit Acquisition consisted of a cash payment on the closing date, adjusted for customary closing adjustments, of $12.4 million. Upon the close of the Retrofit Acquisition, as part of the Retrofit Purchase Agreement, we placed in escrow an earn-out Additionally, we recognized $0.3 million of acquisition-related costs as general and administrative expense in our consolidated statements of operations during the year ended December 31, 2018. The purchase consideration of $18.6 million was allocated as follows: Amount (in thousands) Cash and cash equivalents $ 87 Accounts receivable 409 Inventories 56 Prepaid expenses and other current assets 124 Property and equipment 52 Intangible assets 5,580 Total assets acquired $ 6,308 Accounts payable $ 366 Accrued expenses and other liabilities 394 Deferred revenue 212 Total liabilities assumed $ 972 Goodwill $ 13,223 Total purchase consideration $ 18,559 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (in thousands) (years) Customer relationships $ 3,890 10.0 Developed technology 1,650 5.0 Trade name 40 2.0 Total $ 5,580 The fair value assigned to developed technology and trade name was determined using a relief from royalty method, where the owner of the asset realizes a benefit from owning the intangible asset rather than paying a rental or royalty rate for use of the asset. The fair value of customer relationships was determined using the multi-period excess earnings method, which estimates the revenue and cash flows derived from the asset and then deducts portions of the cash flows that can be attributed to supporting assets otherwise recognized. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is primarily attributable to expected post-acquisition synergies from integrating Retrofit’s assembled workforce and developed technology into our product offerings and cross-selling opportunities. Goodwill recorded is not deductible for income tax purposes. Revenue and net loss of Retrofit included in our consolidated statement of operations for the year ended December 31, 2018 was $2.8 million and $3.2 million, respectively. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the Retrofit Acquisition had been completed on January 1, 2017, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) interest expense related to the legacy debt of Retrofit that was not acquired; (ii) amortization of the acquired intangible assets; (iii) recognition of post-acquisition stock-based compensation expense; (iv) the inclusion of acquisition-related costs as of the earliest period presented; and (v) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. The results of operations of Diabeto are not material and, therefore, are not reflected in the unaudited pro forma results. December 31, 2017 2018 (unaudited) (in thousands) Revenue $ 34,261 $ 69,939 Net loss $ (21,621 ) $ (35,002 ) myStrength, Inc. In February 2019, we acquired all of the issued and outstanding shares of myStrength, Inc. (“myStrength”), a privately-held entity based in Denver, Colorado, and a leading provider of digital behavioral health solutions through an agreement and plan of merger (the “myStrength Purchase Agreement”) in exchange for cash consideration (the “myStrength Acquisition”). The myStrength Acquisition will enable us to more fully address the health of the whole person by bringing behavioral health conditions including depression, anxiety, stress, substance use disorder, chronic pain, opioid addiction and recovery, and insomnia to our Applied Health Signals solution. The total consideration for the myStrength Acquisition was $30.1 million in cash, subject to a closing adjustment of $0.1 million. As part of the myStrength Purchase Agreement, we are obligated to pay an earn-out The purchase consideration of $33.5 million was allocated as follows: Amount (unaudited) (in thousands) Cash and cash equivalents $ 2,643 Accounts receivable 1,337 Other current assets 140 Property and equipment 114 Intangible assets 13,900 Other assets 34 Total assets acquired $ 18,168 Accounts payable $ 173 Accrued expenses and other liabilities 1,787 Deferred revenue 1,400 Deferred tax liability, net 1,396 Total liabilities assumed $ 4,756 Goodwill $ 20,085 Total purchase consideration $ 33,497 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (unaudited) (in thousands) (years) Customer relationships $ 4,300 7.0 Developed technology 9,200 7.0 Trade name 400 5.0 Total $ 13,900 The estimated fair values of the intangible assets acquired were determined based on the income approach to measure the fair value of the trade name, customer relationships, and developed technology. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. Additionally, during the year ended December 31, 2018 and the nine months ended September 30, 2019, we incurred a total of $0.3 million (unaudited) of acquisition-related costs as a result of the myStrength acquisition. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is primarily attributable to expected post-acquisition synergies from integrating myStrength’s assembled workforce and developed technology into our product offerings and cross-selling opportunities. Goodwill recorded is not deductible for income tax purposes. Revenue and net loss of myStrength have been included in our consolidated statement of operations for the nine months ended September 30, 2019 (unaudited) from the close of the acquisition. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the myStrength Acquisition had been completed on January 1, 2018, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) interest expense related to the legacy debt of myStrength that was not acquired; (ii) amortization of the acquired intangible assets; (iii) fair value adjustment for deferred revenue; (iv) the inclusion of acquisition-related costs as of the earliest period presented; and (v) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. Nine Months Ended 2018 2019 (unaudited) (in thousands) Revenue $ 50,034 $ 120,202 Net loss $ (25,219 ) $ (47,580 ) |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Inventories Inventories of $2.9 million, $8.9 million, and $21.3 million as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively, consisted of finished goods. Property and Equipment, Net Property and equipment consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Computer, equipment and software $ 189 $ 652 $ 1,961 Furniture and fixtures 396 730 922 Capitalized internal-use 1,636 5,653 9,293 Leasehold improvements 357 585 886 Property and equipment 2,578 7,620 13,062 Less: accumulated depreciation (519 ) (1,783 ) (4,087 ) Property and equipment, net $ 2,059 $ 5,837 $ 8,975 Depreciation and amortization expense was $0.3 million and $1.3 million for the years ended December 31, 2017 and 2018, respectively, and $0.8 million and $2.3 million for the nine months ended September 30, 2018 and 2019 (unaudited), respectively. Intangible Assets, Net Intangible assets consisted of the following as of December 31, 2017: Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Developed technology $ 170 $ (11 ) $ 159 4.7 Trade name 8 (1 ) 7 2.7 Total $ 178 $ (12 ) $ 166 Intangible assets consisted of the following as of December 31, 2018: Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Customer relationships $ 3,890 $ (266 ) $ 3,624 9.3 Developed technology 1,820 (329 ) 1,491 4.3 Trade names 48 (9 ) 39 1.4 Total $ 5,758 $ (604 ) $ 5,154 Intangible assets consisted of the following as of September 30, 2019 (unaudited): Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Customer relationships $ 8,190 $ (977 ) $ 7,213 7.3 Developed technology 11,020 (1,428 ) 9,592 5.9 Trade names 448 (88 ) 360 4.2 Total $ 19,658 $ (2,493 ) $ 17,165 Amortization expense for intangible assets for the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited) is as follows: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Customer relationships $ — $ 266 $ 179 $ 669 Developed technology 11 318 178 1,149 Trade names 1 8 11 71 Total $ 12 $ 592 $ 368 $ 1,889 The expected future amortization expense related to intangible assets as of December 31, 2018 was as follows: Year Ended December 31, Amount (in thousands) 2019 $ 744 2020 761 2021 753 2022 742 2023 485 Thereafter 1,669 Total $ 5,154 The expected future amortization expense related to intangible assets as of September 30, 2019 (unaudited) was as follows: Year Ended December 31, Amount (unaudited) (in thousands) Remainder of 2019 $ 696 2020 2,769 2021 2,762 2022 2,750 2023 2,494 Thereafter 5,694 Total $ 17,165 Goodwill Goodwill consisted of the following: Year Ended December 31, Nine Months 2017 2018 (unaudited) (in thousands) Beginning balance $ — $ 2,486 $ 15,709 Goodwill acquired (Note 3) 2,486 13,223 20,085 Ending balance $ 2,486 $ 15,709 $ 35,794 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Short-term deposits $ 130 $ 718 $ 180 Prepaid rent 179 227 339 Other prepaid expenses 980 2,084 5,981 Escrow deposit, current — 1,750 2,100 Interest receivable — — 652 Other current assets 4 156 98 Total $ 1,293 $ 4,935 $ 9,350 Other Noncurrent Assets Other noncurrent assets consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Escrow deposit, noncurrent $ — $ 5,250 $ 3,150 Other 92 235 397 Total $ 92 $ 5,485 $ 3,547 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Accrued payroll and employee benefits $ 1,148 $ 1,447 $ 2,214 Accrued bonus 2,686 5,857 6,671 Accrued sales and use taxes 706 1,887 2,003 Accrued rebates 160 609 1,485 Vendor accruals 19 1,574 5,337 Accrued commissions 714 1,470 2,639 Contingent consideration, current — 1,316 5,336 ESPP contribution withheld — — 880 Accrued professional services 13 295 582 Other accrued expenses 648 1,697 1,656 Total $ 6,094 $ 16,152 $ 28,803 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The following table sets forth the fair value of our financial assets and liabilities by level within the fair value hierarchy: December 31, 2017 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets Cash equivalents: Money market funds $ 52,312 $ — $ — $ 52,312 Total assets at fair value $ 52,312 $ — $ — $ 52,312 December 31, 2018 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets Cash equivalents: Money market funds $ 96,681 $ — $ — $ 96,681 Total assets at fair value $ 96,681 $ — $ — $ 96,681 Liabilities Other current liabilities—contingent consideration $ — $ — $ 1,316 $ 1,316 Other noncurrent liabilities—contingent consideration — — 3,688 3,688 Total liabilities at fair value $ — $ — $ 5,004 $ 5,004 September 30, 2019 Level 1 Level 2 Level 3 Fair Value (unaudited) (in thousands) Assets Cash equivalents: Money market funds $ 330,785 $ — $ — $ 330,785 Short-term investment: Certificate of deposit — 50,000 — 50,000 Total assets at fair value $ 330,785 $ 50,000 $ — $ 380,785 Liabilities Other current liabilities—contingent consideration $ — $ — $ 5,336 $ 5,336 Other noncurrent liabilities—contingent consideration — — 2,663 2,663 Total liabilities at fair value $ — $ — $ 7,999 $ 7,999 Cash, Cash Equivalents and Short-term Investment Our valuation techniques used to measure the fair value of money market funds are derived from quoted prices in active markets for identical assets or liabilities. Short-term investment, which consists of a certificate of deposit with a maturity of 12 months or less, is classified as a Level 2 financial asset because it is valued using quoted market price and other observable inputs in active markets for identical securities. Cash, cash equivalents and short-term investment were as follows (in thousands): December 31, 2018 Adjusted Gross Gross Fair Value (in thousands) Cash $ 12,247 $ — $ — $ 12,247 Money market funds 96,681 — — 96,681 Total cash and cash equivalents $ 108,928 $ — $ — $ 108,928 September 30, 2019 Adjusted Gross Gross Fair Value (in thousands) Cash $ 19,035 $ — $ — $ 19,035 Money market funds 330,785 — — 330,785 Total cash, and cash equivalents $ 349,820 $ — $ — $ 349,820 Certificate of deposit 50,000 — — 50,000 Total short-term investment $ 50,000 $ — $ — $ 50,000 Total cash, cash equivalents and short-term investment $ 399,820 $ — $ — $ 399,820 Contingent Consideration Liability In connection with the Retrofit Acquisition in April 2018, we recorded a contingent consideration liability, which will be payable subject to the achievement of certain targets for 2018, 2019, and 2020. In connection with the myStrength Acquisition in February 2019, we recorded a contingent liability, which will be payable subject to the achievement of certain targets for 2019. The fair values of these contingent consideration liabilities were estimated with a Monte Carlo simulation model using Level 3 inputs, including projected qualified members, revenue volatility, and other market variables to assess the probability of us achieving the targets, and any subsequent changes in fair value are recorded in the consolidated statements of operations until settlement. The following table sets forth the changes in our Level 3 financial liability during the year ended December 31, 2018 and during the nine months ended September 30, 2019 (unaudited): Year Ended Nine Months (unaudited) (in thousands) Beginning balance $ — $ 5,004 Contingent consideration recorded upon acquisition (Note 3) 6,204 3,300 Change in fair value of contingent consideration (Note 3) (1,200 ) 1,011 Payment related to Retrofit contingent consideration (Note 3) — (1,316 ) Ending balance $ 5,004 $ 7,999 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Long-Term Debt In September 2014, we entered into a loan and security agreement with available borrowings up to $4.0 million from a bank, and we drew down $1.0 million in February 2015. This loan required us to make 36 equal monthly installments of principal payments from September 2015 through August 2018. In April 2015, we amended the loan and security agreement to add a term loan up to $5.0 million from the bank, and we drew down $5.0 million in August 2015. This term loan required us to make 36 equal monthly installments of principal payments from April 2016 through September 2019. In April 2017, we made early repayment and paid off the remaining principal balance of term loans totaling $3.6 million. During the year ended December 31, 2017, we made loan payments of $4.3 million in the aggregate. Both loans carried an interest rate of 0.25% above the prime rate. Interest was payable monthly on the outstanding principal balance of the term loan. The loans were collateralized by substantially all of our assets. Under the amendment, we were required to maintain trailing three-month revenue amount specified in the amendment. Borrowing under the loans required us to issue common stock warrants with an intrinsic value equal to 1.0% of the principal amount drawn down. In connection with the drawdown of $1.0 million in February 2015, we issued 27,777 common stock warrants at an exercise price of $0.36 per share. In connection with the drawdown of $5.0 million in August 2015, we issued 62,500 common stock warrants at an exercise price of $0.80 per share. The aggregate fair value of these warrants upon issuance was recorded as debt discount upon issuance to be amortized as interest expense over the contractual term of the loans using the effective interest rate method. During the year ended December 31, 2017, we recognized interest expense related to amortization of the debt discount in the amount of $20,000. Revolving Loan In July 2019, we entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”). The agreement provides a secured revolving loan facility in an aggregate principal amount of up to $30.0 million. Revolving loans under this facility bear interest at a floating rate equal to the greater of (i) 5.25% or (ii) the prime rate published in the Wall Street Journal, minus 0.25%. Interest on the revolving loans is due and payable monthly in arrears. The maturity date of any revolving loan is July 2022. Our obligations under the Loan and Security Agreement are secured by a security interest on substantially all of our assets, excluding our intellectual property. The Loan and Security Agreement contains a financial covenant along with covenants limiting our ability to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. The Loan and Security Agreement also contains customary events of default, upon which SVB may declare all or a portion of our outstanding obligations payable to be immediately due and payable. There were no amounts outstanding under the agreement as of September 30, 2019 (unaudited). Fees incurred under the revolving loan facility during the nine months ended September 30, 2019 (unaudited) were not material. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases We have entered into various noncancelable operating lease agreements primarily for our offices. We recognize operating lease costs on a straight-line basis over the term of each agreement, considering provisions such as free or escalating base monthly rental payments or deferred payment terms. We record rent expense associated with operating lease obligations in operating expenses in the consolidated statements of operations. As of December 31, 2018, our net minimum payments under the noncancelable operating leases are as follows: Year Ending December 31, Minimum Lease Payments Sublease Income Net Minimum Lease Payments (in thousands) 2019 $ 2,027 $ 22 $ 2,005 2020 824 23 801 2021 729 24 705 2022 748 24 724 2023 606 25 581 Thereafter 296 25 271 Total future minimum payments $ 5,230 $ 143 $ 5,087 As of September 30, 2019 (unaudited), our net minimum payments under the noncancelable operating leases are as follows: Year Ending December 31, Minimum Lease Payments Sublease Income Net Minimum Lease Payments (in thousands) Remainder of 2019 $ 746 $ 15 $ 731 2020 3,915 61 3,854 2021 4,896 62 4,834 2022 5,036 63 4,973 2023 5,017 65 4,952 Thereafter 4,759 66 4,693 Total future minimum payments $ 24,369 $ 332 $ 24,037 Total rent expense paid to third parties was $0.7 million and $1.7 million during the years ended December 31, 2017 and 2018, respectively, and $1.2 million and $2.0 million for the nine months ended September 30, 2018 and 2019 (unaudited), respectively. In 2017 and 2019, we entered into sublease arrangements with a stockholder for space for our Chicago, Illinois office. See further discussion in Note 14. Rent expense incurred for sublease arrangements was $0.1 million and $0.3 million during the years ended December 31, 2017 and 2018, and was not material for the nine months ended September 30, 2018 and 2019 (unaudited), respectively. Legal Matters From time to time, we become involved in claims and other legal matters arising in the ordinary course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we are currently not aware of any matters that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial position or cash flows. We accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims are inherently unpredictable, we have not recorded an accrual for such contingencies as we believe that there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited). Indemnification We enter into indemnification provisions under our agreements with other companies in the ordinary course of business, including, but not limited to, clients, business partners, landlords, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of our activities. The terms of these indemnification agreements are generally perpetual. The maximum potential amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is not material. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification provisions. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under these indemnification provisions. |
Stockholders' Equity and Common
Stockholders' Equity and Common Stock Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity and Common Stock Warrants | 8. Stockholders’ Equity Redeemable Convertible Preferred Stock We recorded our redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Prior to our IPO, we classified our redeemable convertible preferred stock outside of stockholders’ deficit because it was redeemable in the future at the option of our preferred stock holders. We had concluded that the convertible preferred stock is considered probable of becoming redeemable. Accordingly, redeemable convertible preferred stock was accreted for the difference between the initial net carrying value and the redemption value on April 10, 2023, the earliest redemption date using the effective interest rate method. During the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), we recognized accretion of $0.1 million, $0.2 million, $0.1 million, and $0.1 million, respectively, as an increase in the carrying value of the redeemable convertible preferred stock, and a decrease to our additional paid-in In March 2017, we issued 11,773,932 shares of Series D redeemable convertible preferred stock for total consideration of $52.5 million. The original issue price and initial conversion price of Series D redeemable convertible preferred stock was $4.4590 per share. Series D redeemable convertible preferred stock had the same liquidation preference, voting rights and conversion rights as Series B and Series C redeemable convertible preferred stock. The holders of Series D redeemable convertible preferred stock were entitled to receive noncumulative dividends, prior to and in preference of any declaration or payment of any dividends on the common stock, at a rate per annum of $0.3568 per share. Upon issuance of Series D redeemable convertible preferred stock, we increased the authorized number of shares to 80,000,000 shares of common stock and 45,960,013 shares of redeemable convertible preferred stock. We also revised the redemption rights of redeemable convertible preferred stock such that all series of outstanding redeemable convertible preferred stock are eligible to be redeemed for cash in full upon a written notice by a majority of the holders on or after March 10, 2022. In April 2018, we issued 12,655,477 shares of Series E redeemable convertible preferred stock for a total consideration of $105.0 million. The original issue price and initial conversion price of Series E redeemable convertible preferred stock was $8.2968 per share. Series E redeemable convertible preferred stock had the same liquidation preference, voting rights and conversion rights as Series A, Series B, Series C and Series D redeemable convertible preferred stock. The holders of Series E redeemable convertible preferred stock were entitled to receive noncumulative dividends, prior to and in preference of any declaration or payment of any dividends on the common stock, at a rate per annum of $0.6638 per share. Upon issuance of Series E redeemable convertible preferred stock, we increased the authorized share number to 99,250,000 shares of common stock and 58,615,488 shares of redeemable convertible preferred stock. We also revised the redemption rights of redeemable convertible preferred stock such that all series of outstanding redeemable convertible preferred stock were eligible to be redeemed for cash in full upon a written notice by a majority of the holders on or after April 10, 2023. In conjunction with our IPO in July 2019, all shares of redeemable convertible preferred stock then outstanding, totaling 58,615,488 shares, were automatically converted into an equivalent number of shares of common stock on a one-to-one In connection with the IPO, we filed an Amended and Restated Certificate of Incorporation which authorizes the issuance of 100,000,000 shares of undesignated preferred stock, par value of $0.001 per share, with rights and preferences, including voting rights, designated from time to time by our board of directors. Redeemable convertible preferred stock outstanding as of December 31, 2017 and December 31, 2018 consisted of the following: December 31, 2017 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference (in thousands) Series A 10,394 10,394 $ 10,316 $ 10,650 Series B 8,935 8,935 19,946 20,000 Series C 14,857 14,857 49,384 49,500 Series D 11,774 11,774 52,371 52,500 Total redeemable convertible preferred stock 45,960 45,960 $ 132,017 $ 132,650 December 31, 2018 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference (in thousands) Series A 10,394 10,394 $ 10,382 $ 10,650 Series B 8,935 8,935 19,957 20,000 Series C 14,857 14,857 49,407 49,500 Series D 11,774 11,774 52,397 52,500 Series E 12,655 12,655 104,786 105,000 Total redeemable convertible preferred stock 58,615 58,615 $ 236,929 $ 237,650 Prior to the conversion of the redeemable convertible preferred stock to common stock in July 2019, the stockholders of redeemable convertible preferred stock had the following rights, preferences, and privileges: Dividend Rights The holders of Series A, Series B, Series C, Series D and Series E redeemable convertible preferred stock were entitled to receive non-cumulative Liquidation Preference In the event of our voluntary or involuntary liquidation, dissolution, or winding up, or a deemed liquidation event, the holders of each series of redeemable convertible preferred stock outstanding were entitled to be paid out our assets available for distribution to stockholders, before any payment is made to the holders of common stock, an amount per share equal to the greater of (a) the applicable original issue price for such series of redeemable convertible preferred stock, plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation. After the payment of all preferential amounts required to be paid to the holders of redeemable convertible preferred stock, our remaining assets available for distribution to our stockholders shall be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by such holder. If, upon any such liquidation, dissolution, winding up, or deemed liquidation event, our assets available for distribution to our stockholders were insufficient to pay the holders of shares of redeemable convertible preferred stock the full amount to which they were entitled, the holders of redeemable convertible preferred stock would share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on the shares were paid in full. Voting Rights The holders of each share of redeemable convertible preferred stock had the right to one vote for each share of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock were entitled to vote together with the holders of common stock as a single class. Conversion Rights Each share of redeemable convertible preferred stock was convertible, at the option of the holder, into fully paid and non-assessable one-for-one Shares of Series A, Series B, Series C, Series D, and Series E redeemable convertible preferred stock would be automatically converted into fully paid shares of common stock immediately upon the earlier of: (a) the closing of the sale of shares of common stock to the public at a minimum price of $8.9180 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50.0 million of gross cash proceeds to us or (b) the date and time, or occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A, Series B, Series C, Series D and Series E redeemable convertible preferred stock, respectively. Redemption Rights On or after April 10, 2023, all outstanding shares of redeemable convertible preferred stock would be eligible to be redeemed for cash in full upon a written notice by a majority of the holders of the outstanding redeemable convertible preferred stock. In the event of redemption, each holder of redeemable convertible preferred stock was entitled to receive the original issue price per share, plus any declared but unpaid dividends, in three annual installments. Common Stock Upon the completion of our IPO in July 2019, we sold 14,590,050 shares of our common stock at an offering price of $28.00 per share, including 1,903,050 shares of common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. We raised net proceeds of $377.8 million, after deducting underwriting discounts and commissions of $28.6 million and offering costs of approximately $2.2 million. In connection with the IPO, we filed an Amended and Restated Certificate of Incorporation which authorizes the issuance of 900,000,000 shares of common stock with a par value of $0.001 per share. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), we were authorized to issue 84,750,000 shares, 99,250,000 shares, and 900,000,000 shares of common stock, respectively, with a par value of $0.001 per share. We reserved shares of common stock, on an as-if-converted December 31, September 30, 2017 2018 (unaudited) (in thousands) Redeemable convertible preferred stock 45,960 58,615 — Outstanding warrants to purchase common stock 785 785 695 Outstanding options to purchase common stock 15,628 17,571 15,003 Outstanding restricted stock units — 1,827 5,147 Restricted stock awards subject to repurchase 1,127 — 736 Estimated shares for future ESPP purchases — — 890 Available for future issuance 3,014 1,741 8,007 Total 66,514 80,539 30,478 |
Common stock warrants | |
Stockholders' Equity and Common Stock Warrants | 9. Common Stock Warrants Common stock warrants outstanding as of December 31, 2017 and December 31, 2018 are as follows: Holder Issue Date Outstanding Shares Exercise Price Exercisable Shares Expiration Date (in thousands, except per share data) Bank 4/16/2015 28 $ 0.36 28 9/5/2024 * Bank 4/16/2015 63 0.80 63 4/16/2025 * Partner 3/1/2015 694 2.28 694 2/28/2025 785 785 * The expiration date is subject to automatic extension to the third anniversary of the effective date of the initial public offering in the event an initial public offering is completed within the three-year period immediately prior to the expiration date of this warrant. Common stock warrants outstanding as of September 30, 2019 are as follows: Holder Issue Date Outstanding Shares Exercise Price Exercisable Shares Expiration Date (in thousands, except per share data) Partner 3/1/2015 695 $ 2.28 695 2/28/2025 695 695 Common stock warrant activity during the years ended December 31, 2017, December 31, 2018, and the nine months ended September 30, 2019 (unaudited) is as follows: Year Ended December 31, Nine Months 2017 2018 (unaudited) (in thousands) Outstanding, beginning of period 2,188 785 785 Exercised (361 ) — (90 ) Forfeited or expired (1,042 ) — — Outstanding, end of period 785 785 695 During the year ended December 31, 2017, 361,425 common stock warrants were exercised for total proceeds of $0.3 million. No warrants were exercised during the year ended December 31, 2018. During the nine months ended September 30, 2019 (unaudited), common stock warrants covering 90,277 shares of common stock were exercised for proceeds of $0.1 million. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation In November 2008, we adopted the EosHealth, Inc. 2008 Stock Incentive Plan (the “2008 Plan”), and in April 2014 we adopted the Livongo Health, Inc. 2014 Stock Incentive Plan (the “2014 Plan”) (collectively, the “Plans”) to grant equity-based incentives to certain officers, directors, consultants and employees. The 2014 Plan is intended as the successor to the 2008 Plan. Following April 22, 2014 (the “Effective Date”), no additional stock awards were granted under the 2008 Plan. From and after the Effective Date, all outstanding stock awards granted under the 2008 Plan remain subject to the terms of the 2008 Plan; however, if any shares underlying outstanding stock awards granted under the 2008 Plan expire or are terminated for any reasons prior to exercise, settlement or forfeiture because of the failure to meet a contingency or condition required to vest, such shares become available for issuance pursuant to awards granted under the 2014 Plan. All awards granted on or after the adoption of the 2014 Plan are subject to the terms of the 2014 Plan. In July 2019, our board of directors adopted, and our stockholders approved, our 2019 Employee Incentive Plan (the “2019 Plan”). Our 2019 Plan became effective as of the business day immediately prior to the effective date of our IPO. Our 2019 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. A total of 8,004,000 shares of our common stock have been reserved for issuance pursuant to our 2019 Plan. In addition, the shares reserved for issuance under our 2019 Plan include (i) shares that were reserved but unissued under our 2014 Stock Incentive Plan, or our 2014 Plan, as of immediately prior to its termination, plus (ii) shares subject to awards under our 2014 Plan, and our 2008 Stock Incentive Plan, or 2008 Plan, that, on or after the termination of the 2014 Plan, expire or terminate and shares previously issued pursuant to our 2014 Plan or 2008 Plan, as applicable, that, on or after the termination of the 2014 Plan, are forfeited or repurchased by us (provided that the maximum number of shares that may be added to our 2019 Plan from the 2014 Plan and 2008 Plan is 21,770,029 shares). The number of shares of our common stock available for issuance under our 2019 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2020, equal to the least of: (i) 7,120,000 shares; (ii) 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine as of no later than the last day of our immediately preceding fiscal year. Stock Options Stock options granted generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably over the following 36 months. Options generally expire 10 years from the date of grant. Stock option activity under the Plans is as follows: Options Outstanding Shares Available for Grant Shares Subject to Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands, except per share data) Balance as of January 1, 2017 208 12,209 $ 0.79 8.3 $ 9,623 Shares authorized 8,661 — — Granted (5,996 ) 5,996 $ 1.88 Exercised — (1,372 ) $ 0.78 Forfeited 1,205 (1,205 ) $ 0.87 Restricted stock awards granted (1,064 ) — — Balance as of December 31, 2017 3,014 15,628 $ 1.20 8.2 $ 10,559 Shares authorized 3,196 — — Granted (5,016 ) 5,016 $ 3.62 Exercised — (1,454 ) $ 1.19 Forfeited 1,619 (1,619 ) $ 2.25 Performance RSUs granted (1,830 ) — — Restricted stock awards forfeited 754 — — Performance RSUs forfeited 4 — — Balance as of December 31, 2018 1,741 17,571 $ 1.80 7.7 $ 89,990 Shares authorized (unaudited) 10,504 — — Exercised (unaudited) — (1,957 ) $ 9.42 Forfeited/cancelled (unaudited) 611 (611 ) $ 3.29 Restricted stock units and Performance RSUs granted (unaudited) (3,807 ) — — Restricted stock awards granted (unaudited) (982 ) — — Performance stock units granted (unaudited) (100 ) — — Performance RSUs forfeited (unaudited) 28 — — Performance stock units forfeited (unaudited) 12 — — Balance as of September 30, 2019 (unaudited) 8,007 15,003 $ 1.84 7.0 $ 234,025 Options vested and exercisable as of 6,220 $ 0.69 7.1 $ 7,388 Options vested and exercisable as of 8,999 $ 0.97 6.7 $ 53,566 Options vested and exercisable as of September 30, 2019 (unaudited) 9,834 $ 1.37 6.4 $ 158,029 During the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), the aggregate intrinsic value of stock option awards exercised was $1.5 million, $5.5 million, $1.6 million, and $33.2 million, respectively. Aggregate intrinsic value represents the difference between the exercise price and the fair value of the underlying common stock on the date of exercise. The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2017 and 2018 was $0.75 and $1.52 per share, respectively. No options were granted during the nine months ended September 30, 2019 (unaudited). As of December 31, 2018, total unrecognized compensation expense related to unvested stock options and Performance RSUs granted to employees was $18.2 million, which was expected to be recognized over a weighted-average period of 3.4 years. As of September 30, 2019 (unaudited), total unrecognized compensation expense related to unvested stock options, Performance RSUs, and restricted stock units granted to employees was $40.0 million, which was expected to be recognized over a weighted-average period of 3.2 years. Determination of Fair Value The fair value of each option award granted to employees is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the dividend yield of our common stock. The assumptions used to determine the fair value of the option awards represent our best estimates. These estimates involve inherent uncertainties and the application of our judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Black-Scholes assumptions used in evaluating our awards to employees are as follows: Year Ended December 31, 2017 2018 Expected term (years) 6.3 6.0–6.8 Expected volatility 37.1 % 36.6%–38.7 % Risk-free interest rate 2.0%–2.3 % 2.8%–2.9 % Dividend yield — % — % Options and Restricted Stock Units with Service- and Market-Based Vesting Conditions In January 2018 and June 2018, we granted a total of 1,402,820 options with a combination of service- and market-based vesting conditions to an executive, of which stock options covering 196,460 shares were subsequently cancelled in March 2019. In January 2019, we granted restricted stock units covering 161,250 shares with a combination of service- and market-based vesting conditions to another executive. For these options and restricted stock units, the market-based condition is satisfied upon reaching certain equity valuation milestones based on a third-party valuation or total market capitalization following an IPO. 25% of these option grants and restricted stock units are scheduled to vest on the later of (i) the first annual anniversary from the grant date or (ii) the satisfaction of the market-based vesting condition, while the remaining options and restricted stock units will vest in equal monthly installments over the next 36 months subject to satisfaction of the market-based vesting condition. The probabilities of the actual number of options and restricted stock units expected to vest are reflected in the grant date fair values, and the compensation expense for these awards will be recognized assuming the requisite service period is rendered and will not be adjusted based on the actual number of options or restricted stock units that ultimately vest. We recognize the stock-based compensation expense over the longer period between the requisite service period and the derived service period, which is the expected period to reach the specified condition for each grant. The estimated fair value of these options and restricted stock units were determined on the date of grant using the Monte Carlo simulation model, which utilizes multiple input variables to simulate a range of our possible future equity values and estimates the probabilities of the potential payouts. The determination of the estimated grant date fair value of these options and restricted stock units is affected by our equity valuation and a number of assumptions including our future estimated enterprise value, our risk-free interest rate, expected volatility and dividend yield. The following assumptions were used to calculate the fair value of these options and restricted stock units in the Monte Carlo simulation model at the grant dates: Year Ended Nine Months Ended 2018 2019 (unaudited) Expected term (years) 9.6–10.0 10.0 10.0 Expected volatility 60.0%–64.0 % 64.0 % 59.0 % Risk-free interest rate 2.6%–2.9 % 2.6 % 2.8 % Dividend yield — % — % — % The exercise price of the January 2018 market-based options was modified in June 2018. We used the Monte Carlo simulation model to determine the fair value of the modified option grants immediately before the modification and immediately after the modification, and noticed no increase in the fair value of the modified option grants. The remaining grant date fair value of the modified options is being recognized over the longer of the remaining explicit service period or the remaining new derived service period determined from the modification analysis. The aggregate grant date fair values of these market-based options granted during the year ended December 31, 2018 and market-based restricted stock units granted during the nine months ended September 30, 2019 (unaudited) were $2.4 million and $0.8 million, respectively. During the year ended December 31, 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), we recognized $0.5 million, $0.3 million, and $0.6 million of stock-based compensation expense, respectively, related to these grants in our consolidated statements of operations. Additionally, stock-based compensation expense of $0.2 million related to the cancelled market-based options was recorded in our consolidated statements of operations for the nine months ended September 30, 2019 (unaudited). The unrecognized stock-based compensation expense for market-based awards as of September 30, 2019 (unaudited) was $1.9 million, which is expected to be recognized over a weighted-average period of 2.9 years. Restricted Stock Awards Year Ended December 31, Nine Months Ended 2017 2018 (unaudited) Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested balance, beginning of period 110 $ 0.91 1,127 $ 1.80 — $ — Issued 1,064 1.88 — — 982 9.76 Vested (47 ) 0.83 (373 ) 1.73 (246 ) 9.76 Cancelled — — (754 ) 1.88 — — Unvested balance, end of period 1,127 1.83 — — 736 9.76 In August 2017, we issued restricted stock awards to two executives. The grant date fair value of these restricted stock awards was 2.0 million. During the year ended December 31, 2018, 753,546 shares of the restricted stock awards were subsequently cancelled. In January 2019, we issued 982,301 shares of restricted stock awards to an executive with a grant date fair value of $9.6 million. During the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), we recorded stock-based compensation expense of $0.2 million, $0.6 million, $0.5 million, and $3.6 million, respectively. As of September 30, 2019 (unaudited), the unrecognized stock-based compensation expense related to these restricted stock awards was $6.0 million, which is expected to be recognized over a weighted-average period of 2.9 years. Restricted Stock Units Prior to our IPO, we granted restricted stock units that contain both service- and performance-based vesting conditions to our executives, employees and consultants (“Performance RSUs”). The service-based vesting condition is generally satisfied (i) over four years with 25% vesting on the one-year one-month Subsequent to our IPO in July 2019, we grant restricted stock units to our executives, employees and consultants that only contain service-based vesting conditions (RSUs). The service-based vesting condition is generally satisfied over four years on a quarterly basis, with each 1/16 vesting on prefixed quarterly vesting anchor dates, subject to the grantee’s continued service with us through the vesting dates (unaudited). Restricted stock units, performance RSUs and PSUs activity is as follows: Restricted Stock Units, Performance RSUs and Weighted- Average Grant Date Fair Value (in thousands, except per share data) Balance as of December 31, 2017 — $ — Granted 1,830 6.40 Forfeited (3 ) 3.92 Balance as of December 31, 2018 1,827 6.42 Granted (unaudited) 3,907 11.71 Vested (unaudited) (547 ) 14.26 Forfeited (unaudited) (40 ) 10.50 Balance as of September 30, 2019 (unaudited) 5,147 10.17 For the year ended December 31, 2018, there was no stock-based compensation expense related to the Performance RSUs because the performance vesting condition was not deemed probable of occurring. During the nine months ended September 30, 2019 (unaudited), $13.0 million stock-based compensation expense related to performance RSUs and RSUs was recognized in our consolidated statement of operations. In January 2019, we granted 982,301 restricted stock units to an executive that contain only service-based vesting conditions over a four year period and recognized stock-based compensation expense of $1.3 million during the nine months ended September 30, 2019 (unaudited). In addition, we granted 491,151 restricted stock units that immediately vested on the grant date and recognized $3.8 million of stock-based compensation expense in our consolidated statements of operations for the nine months ended September 30, 2019 (unaudited). During the nine months ended September 30, 2019 (unaudited), we issued restricted stock units covering 225,000 shares with only service-based vesting conditions to the board of directors, which will be satisfied in quarterly installments through May 25, 2021. We also issued other performance-based restricted stock units covering 100,000 shares which consist of both service- and performance-based vesting conditions including both the achievement of certain sales milestones and our IPO. The service-based vesting condition will be satisfied over four years from the date the sales milestones are met. The performance-based vesting condition is satisfied upon both the achievement of certain sales milestones and our IPO. Stock-based compensation expense related to these restricted stock units that are expected to vest was $0.2 million during the nine months ended September 30, 2019 (unaudited). 2019 Employee Stock Purchase Plan In July 2019, our board of directors adopted, and our stockholders approved, our ESPP. Our ESPP became effective as of the business day immediately prior to the effective date of our IPO. A total of 890,000 shares of our common stock are available for sale under our ESPP. In addition, the number of shares available for sale under our ESPP will include an annual increase on the first day of each fiscal year beginning on January 1, 2020, equal to the least of: (i) 2,670,000 shares, (ii) 1% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine as of no later than the last day of our immediately preceding fiscal year. Each offering period will be approximately six months in duration commencing on the first trading day on or after May 15 and November 15 of each year and terminating on the first trading day on or after November 15 and May 15 approximately six months later, provided however that the first offering period commenced on the first trading day after our IPO date and will end on May 15, 2020. All regular employees, including executive officers, employed by us or by any of our designated affiliates, except for those holding 5% or more of the total combined voting power or value of our common stock, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings (as defined in the ESPP) for the purchase of our common stock under the ESPP. Unless otherwise determined by our board of directors, the purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date, subject to a limit of the lesser of (i) 500 shares of our common stock, or (ii) $12,500 divided by the fair market value of our common stock as of the first day of the offering period, with any resulting fractional share rounded down to the nearest whole share. As of September 30, 2019 (unaudited), no shares of common stock have been purchased under our ESPP. During the nine months ended September 30, 2019 (unaudited), we recognized $0.3 million stock-based compensation expense related to our ESPP in our consolidated statement of operations. As of September 2019 (unaudited), the unrecognized stock-based compensation expense related to our ESPP is $1.1 million, which is expected to be recognized over a weighted average period of 0.6 years. We estimated the fair value of ESPP purchase rights for our first offering period using a Black-Scholes option-pricing model with the following assumptions: Nine Months Ended (unaudited) Expected term (years) 0.77 Expected volatility 50.6 % Risk-free interest rate 1.9 % Dividend yield — % Secondary Transactions In December 2017, certain of our employees and stockholders sold 605,345 shares of our common stock at a price of $1.88 per share to investors, which was the fair value of our common stock at the time of the transaction. We did not sell any shares or receive any proceeds from the transaction. In December 2018, certain of our employees and stockholders sold 2,138,302 shares of our common stock and 57,945 shares of our redeemable convertible preferred stock at a price of $7.4672 per share to investors. The purchase price per share in the secondary transaction was in excess of the fair value of our outstanding common stock at the time of the transaction and accordingly, upon the completion of the transaction, we recorded $2.3 million in stock-based compensation expense related to the excess of the sales price per share of common stock over the fair value of the our common stock at the time of the transaction. We did not sell any shares or receive any proceeds from the transaction. Award Modifications During the year ended December 31, 2018, our board of directors approved three modifications to outstanding restricted stock awards granted under the 2014 Plan, one to a nonemployee and two to participants providing services to us as of that date. One modification was to a nonemployee to immediately vest 23,363 shares of restricted stock awards in September 2018, resulting in additional stock-based compensation expense of $0.1 million that was recognized in the consolidated statements of operations during the year ended December 31, 2018. The other two modifications were related to the cancellation of 753,546 shares of restricted stock awards and replacement with 376,772 shares of our Performance RSUs. Prior to the performance-based vesting condition for these Performance RSUs are satisfied, we continue to recognize stock-based compensation expense based on the remaining amount stock-based compensation expense measured for the original restricted stock awards. In conjunction with our IPO in July 2019, the performance-based vesting condition for these Performance RSUs was satisfied, and we recognized the incremental stock-based compensation expense of $2.0 million related to the Performance RSUs in our consolidated statement of operations for the nine months ended September 30, 2019 (unaudited). As of September 30, 2019 (unaudited), unrecognized expense of these Performance RSUs is $0.9 million, which is expected to be recognized over the remaining weighted average period of 1.9 years. In June 2019, we amended an executive’s restricted stock award agreement, originally executed in March 2019 covering 982,301 shares of our common stock. The amendment (i) revised the forfeiture provision such that in the event that the executive ceases providing services to us as a result of his termination with cause prior to February 2020, then any vested shares as of such date will be forfeited immediately and (ii) removed our and certain preferred investors’ repurchase option for any vested restricted stock awards. As a result of this modification, we recognized $2.2 million of stock-based compensation expense for the nine months ended September 30, 2019 (unaudited). Stock-Based Compensation Expense Stock-based compensation expense in the consolidated statements of operations is summarized as follows: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Cost of revenue $ — $ 18 $ 10 $ 106 Research and development expenses 541 2,188 971 6,312 Sales and marketing expenses 413 916 689 5,616 General and administrative expenses 1,164 3,210 1,302 13,693 Total stock-based compensation expense $ 2,118 $ 6,332 $ 2,972 $ 25,727 We capitalized less than $0.1 million and $0.2 million of stock-based compensation costs related to capitalized internal-use |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We recorded an income tax benefit of $0.1 million and a provision of less than $0.1 million during the years ended December 31, 2017 and 2018, respectively. The income tax provision for the years ended December 31, 2017 and 2018 was primarily due to state and foreign income tax expense and federal benefit related to release of a valuation allowance upon acquired deferred tax liabilities. During the nine months ended September 30, 2019 (unaudited), we recognized an income tax benefit of $1.4 million as a result of the release of a valuation allowance arising from a deferred tax liability in connection with the myStrength acquisition. The remaining income tax provision for the nine months ended September 30, 2018 and 2019 (unaudited) was primarily attributable to the state and foreign income tax expense. The deferred tax liability provided on additional source of taxable income to support the realizability of pre-existing Loss before provision for income taxes consisted of the following: Year Ended December 31, 2017 2018 (in thousands) Domestic $ (16,939 ) $ (33,422 ) Foreign 20 68 Total $ (16,919 ) $ (33,354 ) Our provision for (benefit from) income taxes consisted of the following: Year Ended December 31, 2017 2018 (in thousands) Current: U.S. Federal $ — $ — State 2 7 Foreign 6 21 Total current $ 8 $ 28 Deferred: U.S. Federal $ (61 ) $ — State (8 ) — Foreign — — Total deferred $ (69 ) $ — Total provision for (benefit from) income taxes $ (61 ) $ 28 The reconciliation of federal statutory income tax rate to our effective income tax rates is as follows: Year Ended December 31, 2017 2018 Expected income tax benefit at the federal statutory rate 34.00 % 21.00 % State taxes, net of federal benefit 0.04 (0.01 ) Foreign income (losses) taxed at different rates — (0.11 ) Research and development credit, net 3.56 2.79 Tax Cuts and Jobs Act revaluation (57.00 ) — Non-deductible (1.15 ) (0.53 ) Stock-based compensation 1.90 2.59 Other (0.85 ) 0.76 Change in valuation allowance 19.86 (26.57 ) Total 0.36 % (0.08 )% Deferred tax assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Management assesses whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgements about future taxable income based on assumptions that are consistent with our plans and estimates. Significant components of our deferred tax assets are summarized as follows: Year Ended December 31, 2017 2018 (in thousands) Deferred tax assets: Federal and state net operating loss carryforwards $ 15,307 $ 31,508 Research and development tax credits 2,127 3,794 Stock-based compensation 585 2,055 Accruals and reserves 405 1,009 Deferred revenue 1,286 2,487 Other 71 230 Gross deferred tax assets 19,781 41,083 Valuation allowance (19,302 ) (38,310 ) Net deferred tax assets $ 479 $ 2,773 Deferred tax liabilities: Property and equipment (436 ) (1,313 ) Intangible assets (43 ) (1,460 ) Net deferred tax assets $ — $ — Due to the uncertainties surrounding the realization of deferred tax assets through future taxable income, we have provided a full valuation allowance, and therefore no benefit has been recognized for the net operating loss carryforwards and other deferred tax assets. The valuation allowance decreased by $1.4 million and increased by $19.0 million during the years ended December 31, 2017 and 2018, respectively. We maintain a full valuation allowance against the net federal and state deferred tax assets as it is not more likely than not that the assets will be realized based on our history of losses. During the year ended December 31, 2018, no tax benefits were recorded related to stock-based compensation. As of December 31, 2017 and 2018, we had net operating loss carryforwards and tax credit carryforwards as follows: Year Ended December 31, 2017 2018 (in thousands) Net operating losses, federal $ 66,906 $ 122,824 Net operating losses, California 3,144 6,251 Net operating losses, other states 11,396 57,494 Tax credits, federal 2,070 3,312 Tax credits, state 1,292 2,273 Total $ 84,808 $ 192,154 As of December 31, 2018, we had $122.8 million of federal and $63.7 million of state net operating loss carryforwards available to offset future taxable income. Such carryforwards expire in varying amounts beginning in 2028. As of December 31, 2018, we had $3.3 million of federal research credits and $2.2 million of state research credits available to offset future tax liabilities. The federal credit carryforwards expire beginning in 2034. The state credits do not expire. Our ability to utilize net operating losses in the future may be subject to substantial restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and similar state tax laws. In the event we should experience an ownership change, as defined, utilization of our net operating loss carryforwards and credits may be subject to a substantial annual limitation. The annual limitation may result in the expiration of net operating losses and credits before utilization. We have no present intention of remitting undistributed earnings of foreign subsidiaries and, accordingly, no deferred tax liability has been established related to these earnings. Uncertain Tax Positions A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended December 31, 2017 and 2018 is presented below: Year Ended December 31, 2017 2018 (in thousands) Unrecognized benefit—beginning of year $ — $ 1,235 Gross increases—current year tax positions 337 556 Gross increases—prior year tax positions 898 — Decreases—prior year tax positions — — Unrecognized benefit—end of year $ 1,235 $ 1,791 As of December 31, 2018, we recorded no liability related to uncertain tax positions on the financial statements. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of other income, net. We file federal, state, and foreign income tax returns in the U.S. and abroad. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for all years due to our NOL carryforwards. We are not currently under examination in any jurisdiction. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law making significant changes to the Code. Changes include, but are not limited to, a U.S. corporate income tax rate (“U.S. federal tax rate”) decrease to 21% effective January 1, 2018. As a result of the decrease in the U.S. federal tax rate to 21% effective January 1, 2018, we remeasured our deferred tax assets and liabilities using the U.S. federal tax rate that will apply when the related temporary differences are expected to reverse. Accordingly, this change in tax rate resulted in a reduction in our U.S. deferred tax assets by $9.7 million in 2017, which was fully offset by a corresponding reduction in our valuation allowance. Other provisions of the TCJA include one-time transition earnings. The one-time repatriation the one-time |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 12. Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to our common stockholders: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands, except per share data) Net loss $ (16,858 ) $ (33,382 ) $ (20,922 ) $ (48,916 ) Accretion of redeemable convertible preferred stock (143 ) (162 ) (119 ) (96 ) Net loss attributable to common stockholders $ (17,001 ) $ (33,544 ) $ (21,041 ) $ (49,012 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 14,442 16,573 16,328 36,636 Net loss per share attributable to common stockholders, basic and diluted $ (1.18 ) $ (2.02 ) $ (1.29 ) $ (1.34 ) As we have reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Redeemable convertible preferred stock 45,960 58,615 58,615 — Stock options 15,628 17,571 18,491 15,003 Restricted stock awards subject to repurchase 1,127 — 782 736 Common stock warrants 785 785 785 695 Restricted stock units — — 24 4,829 ESPP obligations — — — 42 Total 63,500 76,971 78,697 21,305 The table above does not include 1,826,667 Performance RSUs outstanding as of December 31, 2018, as these Performance RSUs and restricted stock units were subject to either performance-based or market-based vesting conditions that were not met as of such date. Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders Unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2018 has been computed to give effect to the conversion of redeemable convertible preferred stock into common stock as of the beginning of the period presented or the date of issuance, if later, and the weighted-average shares of Performance RSUs that have satisfied the service-based vesting condition as of December 31, 2018 and will vest upon the satisfaction of the performance-based condition in connection with the IPO. The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share: Year Ended (unaudited) (in thousands, except Numerator: Net loss attributable to common stockholders $ (33,544 ) Reversal of accretion of redeemable convertible preferred stock 162 Pro forma net loss attributable to common stockholders $ (33,382 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 16,573 Pro forma adjustment to reflect conversion of redeemable convertible preferred stock 55,183 Pro forma adjustment to reflect vesting of Performance RSUs 1 Weighted-average shares used in computing pro forma net loss per share, basic and diluted 71,757 Pro forma net loss per share, basic and diluted $ (0.47 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information We operate as one operating segment as we only report financial information on an aggregate and consolidated basis to the Chief Executive Officer, our chief operating decision maker, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the consolidated unit level. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), substantially all of our long-lived assets were located in the United States and all revenue was earned in the United States. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions During the years ended December 31, 2017 and 2018, we paid shared service fees related to financial, legal, and administrative support to a stockholder pursuant to a shared services agreement, in the amount of $0.3 million and less than $0.1 million, respectively. Fees paid during the nine months ended September 30, 2018 (unaudited) was not material. No such fees were paid under this arrangement during the nine months ended September 30, 2019 (unaudited). Pursuant to an employment arrangement, we paid the managing partner of a stockholder a salary totaling $0.2 million and $0.1 million during the years ended December 31, 2017 and 2018, respectively, and was not material during the nine months ended September 30, 2018 (unaudited). No such fees were paid during the nine months ended September 30, 2019 (unaudited). In 2014, we entered into a sublease agreement with a stockholder for office space from which our Chicago office operates. Rent expense was allocated to us based on space used. The sublease term totaled five years, which equaled the term of the underlying lease agreement. Rent expense incurred during the year ended December 31, 2017 under this sublease totaled $0.1 million. In 2017, the master lease agreement was transferred to us and the stockholder subleased from us. Sublease income recorded for this sublease was not material during each of the years ended December 31, 2017 and 2018 and during the nine months ended September 30, 2018 and 2019 (unaudited). In February 2019, we assumed an additional lease agreement previously held by a stockholder for our Chicago office space with an initial expiration date in December 2024. We entered into a sublease agreement with the stockholder for a portion of the leased space. The sublease term expires in December 2024. Sublease income recorded for this sublease was not material for the nine months ended September 30, 2019 (unaudited). During the nine months ended September 30, 2019 (unaudited), we also reimbursed the lessee for certain leasehold improvement and/or furniture costs totaling $0.2 million. |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 15. Employee Benefits We sponsor a 401(k) plan for employees, which provides for us to make discretionary matching or discretionary annual contributions to the plan. We made no contributions to the plan during the years ended December 31, 2017 and 2018. During the nine months ended September 30, 2019 (unaudited), we recorded expense of $0.8 million related to our 401(k) plan. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events We have evaluated subsequent events through May 10, 2019, the date our consolidated financial statements were available for issuance, and with respect to the reverse stock split discussed below, through June 28, 2019. In February 2019, we acquired all of the issued and outstanding shares of myStrength, Inc. (“myStrength”) and assumed most of myStrength’s employees. myStrength is a privately-held, Colorado-based digital behavioral health company that offers digital tools for conditions such as depression and addiction. Upon the closing of this acquisition, we paid cash consideration of $30.10 million, subject to any post-closing working capital adjustments. In addition, as part of the purchase agreement for myStrength, we are obligated to pay an earn-out Business Combinations In February 2019, we assumed a lease obligation from a stockholder for office space from which our Chicago office operates. The total future lease obligation is $0.90 million, net of sublease income of $0.20 million. The associated lease term ends in December 2024. Subsequent to December 31, 2018, we issued 3,261,427 Performance RSUs, 161,250 restricted stock units with service- and market-based vesting conditions, and 982,301 restricted stock awards. In June 2019, our board of directors and stockholders approved a 1-for-2 Events Subsequent to Original Issuance of Consolidated Financial Statements (unaudited) In June 2019, we amended an executive’s restricted stock award agreement, originally executed in March 2019 covering 982,301 shares of our common stock. The amendment (i) revised the forfeiture provision such that in the event that the executive ceases providing services to us as a result of his termination with cause prior to February 2020, then any vested shares as of such date will be forfeited immediately and (ii) removed our and certain preferred investors’ repurchase option for any vested restricted stock awards. As a result of this modification, we recognized $2.2 million of stock-based compensation expense in our consolidated statement of operations on the modification date. In July 2019, we entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”). The agreement provides a secured revolving loan facility in an aggregate principal amount of up to $30.0 million. Revolving loans under this facility bear interest at a floating rate equal to the greater of (i) 5.25% or (ii) the prime rate published in the Wall Street Journal Our obligations under the Loan and Security Agreement are secured by a security interest on substantially all of our assets, excluding our intellectual property. The Loan and Security Agreement contains a financial covenant along with covenants limiting our ability to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. The Loan and Security Agreement also contains customary events of default, upon which SVB may declare all or a portion of our outstanding obligations payable to be immediately due and payable. There were no amounts outstanding under the agreement as of September 30, 2019. In November 2019, we entered into an amendment to the lease agreement for our Denver office. The amendment includes (i) the addition of approximately 6,800 square feet of office space and (ii) an extension of our current lease team. The total future lease obligation is approximately $1.4 million over the lease term ending in January 2026. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Livongo Health, Inc. and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Foreign Currency | Foreign Currency Our reporting currency is the U.S. dollar. We determine the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The functional currency of each of our subsidiaries is the U.S. dollar. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency remeasurement and settlements are included in other income (expense), net in the consolidated statements of operations. During the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), our gains or losses from foreign currency remeasurement and settlements were not material. |
Comprehensive Loss | Comprehensive Loss For the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited), there was no difference between comprehensive loss and net loss. |
Unaudited Interim Consolidated Financial Information | Unaudited Interim Consolidated Financial Information The accompanying interim consolidated balance sheet as of September 30, 2019, the consolidated statements of operations, of cash flows, and of redeemable convertible preferred stock and stockholders’ deficit for the nine months ended September 30, 2018 and 2019 are unaudited. These interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of September 30, 2019 and the results of our operations and cash flows for the nine months ended September 30, 2018 and 2019. The financial data and other financial information disclosure in the notes to these consolidated financial statements related to the nine month periods are also unaudited. The results for the nine months ended September 30, 2019 are not necessarily indicative of the operating results expected for the year ending December 31, 2019 or any future period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Such estimates, judgments, and assumptions include: revenue recognition, assessment of the useful life and recoverability of long-lived assets, fair values of stock-based awards, contingent consideration in business combinations, and income taxes. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, our financial statements will be affected. |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. |
Business Combinations | Business Combinations We have completed a number of acquisitions of other businesses in the past and may acquire additional businesses or technologies in the future. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We allocate the purchase price, which is the sum of the consideration provided in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities is recorded as goodwill. 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. When we issue stock-based or cash awards to an acquired company’s stockholders, we evaluate whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. To date, the assets acquired, and liabilities assumed in our business combinations have primarily consisted of goodwill and finite-lived intangible assets, consisting primarily of developed technologies, customer relationships and trade names. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, and the specific characteristics of the identified intangible assets. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. Acquisition-related transaction costs incurred by us are not included as a component of consideration transferred but are accounted for as operating expenses in the period in which the costs are incurred in the consolidated statements of operations. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, short-term investment, and accounts receivable. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We invest our cash equivalents in highly rated money market funds and our investment in a short-term certificate of deposit. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on cash, cash equivalents, and investment and perform periodic evaluations of the credit standing of such institutions. Our sales are predominately to self-insured employers, healthcare providers, and insurance carriers located throughout North America. Accounts receivable are recorded at the invoiced amount, and are stated at realizable value, net of an allowance for doubtful accounts. We perform ongoing assessments and credit evaluations of our clients to assess the collectability of the accounts based on a number of factors, including past transaction experience, age of the accounts receivable, review of the invoicing terms of the contracts, and recent communication with clients. We have not experienced significant credit losses from our accounts receivable. Significant customers and partners are those which represent 10% or more of our net accounts receivable balance or revenue during the period at each respective consolidated balance sheet date. There were no customers that represented 10% or more of our accounts receivable balance or revenue for the periods presented. For each significant partner, revenue as a percentage of total revenue and accounts receivable as a percentage of net accounts receivable were as follows: Revenue Accounts Receivable Year Ended December 31, Nine Months Ended September 30, As of December 31, As of September 30, 2017 2018 2018 2019 2017 2018 (unaudited) (unaudited) Partner A 30 % 33 % 33 % 28 % 50 % 28 % 29 % Partner B * * * 23 % * 13 % 25 % * Less than 10% of total revenue or net accounts receivable We utilize a limited number of manufacturing vendors to build and assemble our products. The hardware components included in our devices are sourced from various suppliers by the manufacturer and are principally industry standard parts and components that are available from multiple vendors. Quality or performance failures of the glucometer or changes in the contractors’ or vendors’ financial or business condition could disrupt our ability to supply quality products to our customers and thereby have a material adverse impact on our business, financial condition and results of operations. |
Fair Value Measurements | Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, short-term investment, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. |
Revenue Recognition | Revenue Recognition The substantial majority of our revenue is derived from monthly subscription fees that are recognized as services are rendered and earned under the subscription agreements with clients. Clients are business entities that have contracted with us to offer the Livongo solution to their employees. Client’s employees or their covered dependents enrolled in the Livongo program are referred to as members. Clients are our customers. We improve member health results and reduce healthcare costs by providing an overall health management solution through the integration of Livongo devices, supplies, access to our web-based six-month We sell to our clients through our direct sales force and through our partners (channel partners, pharmacy benefit managers, and resellers). We are the principal with respect to contracts originated through partners, as we are the primary obligor responsible for providing the solutions that are the subject of the arrangement with the client, we have latitude in establishing pricing, and we have inventory risk. In these situations, revenue is recognized on a gross basis, and fees paid to partners are recorded as commissions expense included in sales and marketing expenses in the consolidated statements of operations. We have determined that our blood glucose meter does not have standalone value because the device is not sold separately and does not function without the associated supplies and services. Our blood glucose meter along with the associated supplies and services are treated as a single unit of account and revenue is recognized on a monthly basis when all of the following criteria are satisfied: (i) there is persuasive evidence that an arrangement exists, (ii) delivery of the device has occurred and services are being rendered, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. When the arrangement includes an upfront fee, the upfront fee is deferred and amortized into revenue over the expected member enrollment period, which is estimated to be 24 months and such amount has not been material for all periods presented. We also derive revenue from the sale of certain of our connected devices when we have determined they have standalone value, such as the cellular-connected weight scale in our Livongo for Prediabetes and Weight Management solution. When an agreement contains multiple units of account, we allocate revenue to each unit of account based on a selling price hierarchy as required. The selling price for a unit of account is based on its Vendor Specific Objective Evidence (“VSOE”) or, if available, third-party evidence (“TPE”) if VSOE is not available, or best estimate of selling price (“ESP”) if neither VSOE nor TPE is available. The ESP is established considering several internal factors including, but not limited to, historical sales, pricing practices and geographies in which we offer our products and solutions. The determination of ESP is judgmental. Amounts allocated to the device unit of account are recognized upon delivery of the device. Amounts allocated to the service unit of account are recognized ratably over time, but not to exceed any amounts that are subject to contingent revenue limitations. Certain of our contractual agreements with customers contain a most-favored nation clause, pursuant to which we represent that the price charged and the terms offered to the customer will be no less favorable than those made available to other customers. We have not incurred any obligations related to such terms in these agreements during the periods presented. Certain of our client contracts are subject to pricing adjustments based on various performance metrics, such as member satisfaction scores, cost savings guarantees and health outcome guarantees, which if not met typically require us to refund a portion of the per participant per month fee paid. We defer the maximum amount of consideration that is contingently refundable to our clients until the performance metric is met. |
Deferred Revenue and Deferred Costs | Deferred Revenue and Deferred Costs Deferred revenue consists of billed, but unrecognized revenue, comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for the device is amortized ratably over expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. Deferred costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of expenses that are closely correlated or directly related to delivery of our solutions and monthly subscription fees, including product costs, data center costs, client support costs, credit card processing fees, allocated overhead costs, and amortization of developed technology and deferred costs. Certain personnel expenses associated with supporting these functions, including allocated overhead expenses for facilities, IT and depreciation expense, are included in cost of revenue. |
Cash, Cash Equivalents, Short-Term Investment, and Restricted Cash | Cash, Cash Equivalents, Short-Term Investment, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, including money market fund accounts, purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments. Short-term investment consists of a certificate of deposit which matures in less then twelve months. Our restricted cash consists of deposits required under our vendor agreement, credit card program and the terms of the lease agreement for our office space in Mountain View, California and in Chicago, Illinois. Total restricted cash was $0.3 million, $0.2 million, and $1.3 million, as of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily consists of amounts billed to customers. Our accounts receivable are subject to collection risk. Gross accounts receivable are reduced for this risk by an allowance for doubtful accounts. We determine the need for an allowance for doubtful accounts by performing ongoing assessments and credit evaluations of our clients to assess the probability of collection based upon various factors, including past transaction experience, age of the accounts receivable, review of the invoicing terms of the contract, and recent communication with clients. Accounts receivables are written off against the allowance when management determines a balance is uncollectible and we no longer actively pursue collection of the receivable. We do not typically offer right of refund in our contracts. We have not experienced significant credit losses from our accounts receivable. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), the allowance for doubtful accounts was $0.1 million, $0.6 million, and $1.6 million, respectively. The changes in the allowance for doubtful accounts are as follows: Year Ended December 31, Nine Months 2017 2018 2019 (unaudited) (in thousands) Allowance for doubtful accounts—beginning balance $ (92 ) $ (51 ) $ (575 ) Provision for doubtful accounts (58 ) (494 ) (501 ) Other adjustments and writeoffs 99 (30 ) (476 ) Allowance for doubtful accounts—ending balance $ (51 ) $ (575 ) $ (1,552 ) |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. On January 1, 2017, we adopted ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Intangible Assets, Net | Intangible Assets, Net Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any such impairment charges. Useful Life (in years) Customer relationships 7–10 Developed technology 5–7 Trade names 2–5 |
Inventories | Inventories Inventories consist of purchased components for assembling our welcome kits, refill kits, and replacement components. Our inventories are stated at the lower of cost or net realizable value. The cost of inventories is determined using the weighted-average cost method, which approximates the actual cost on a FIFO (first-in, first-out) |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of related improvements. Expenditures for repairs and maintenance are expensed in the period incurred. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture and fixtures 3 years Computers, equipment and software 3 years Capitalized internal-use 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense in the consolidated statements of operations. Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, and costs related to development of web-based internal-use internal-use |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2017, December 31, 2018, and the nine months ended September 30, 2019 (unaudited) that indicated the carrying amounts of any long-lived assets were not fully recoverable. |
Advance Payments from Partner | Advance Payments from Partner Advance payments from partner represents amounts received from a channel partner in connection with a Value-Added Reseller Agreement (“Reseller Agreement”) dated as of May 4, 2017. The Reseller Agreement specifies for payments to us if certain user enrollment targets are not met by specified dates stated in the initial term of the Reseller Agreement. Such payments are used as credits against our reseller fee payments to the channel partner. As of December 31, 2017, December 31, 2018, and September 30, 2019 (unaudited), advance payments from the channel partner were $3.8 million, $6.7 million, and $9.5 million, respectively. |
Advertising Expense | Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the consolidated statements of operations. During the years ended December 31, 2017 and 2018 and nine months ended September 30, 2018 and 2019 (unaudited), advertising expense was approximately $3.0 million, $5.0 million, $3.4 million, and $8.7 million, respectively. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs are capitalized and consist of fees and expenses incurred in connection with the anticipated sale of our common stock in an initial public offering (“IPO”), including the legal, accounting, printing and other IPO-related costs. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors. We estimate the fair value of each employee stock option on the date of grant using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield as follows: Fair Value of Common Stock Expected Term time-to-vesting non-employees, Expected Volatility Risk-Free Interest Rate zero-coupon Dividend Yield Stock-based compensation expense for equity instruments issued to non-employees non-employees non-employees During the year ended December 31, 2018 and the nine months ended September 30, 2019 (unaudited), we granted options with a combination of service-based vesting conditions and market-based vesting conditions. The estimated fair value of these options was determined on the date of grant using the Monte Carlo simulation model, which utilizes multiple input variables to simulate a range of our possible future enterprise value. The determination of the estimated grant date fair value of these options is affected by a number of assumptions including our estimated common stock fair value on the grant date, expected volatilities of our common stock, our risk-free interest rate, and expected dividend yield. We recognize stock-based compensation expense for these options on a graded basis over the longer of the explicit service period or the derived service period. We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. For stock-based awards that are modified, a modification of the terms of a stock-based award is treated as an exchange of the original award or a new award with total compensation cost equal to the grant-date fair value of the original award plus any incremental value of the modification to the award. |
Common Stock Warrants | Common Stock Warrants Common stock warrants are measured at their estimated fair value upon issuance using the Black-Scholes pricing model and recorded in additional paid-in |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes—Balance Sheet Classification of Deferred Taxes We recognize and measure uncertain tax positions using a two-step |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class non-cumulative as-converted two-class two-class Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net loss attributable to common stockholders is calculated by adjusting net loss with current period accretion of redeemable convertible preferred stock. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Recent Accounting Pronouncements Adopted and New Account Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted Business Combinations: No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Goodwill Impairment: No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment two-step tax-deductible Stock-Based Compensation: No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting Comprehensive Income No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income New Accounting Pronouncements Not Yet Adopted Leases: No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2018-11, Leases (Topic 842), Targeted Improvements No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) No. 2019-01, Codification Improvements to Topic 842, Leases Stock-Based Compensation: ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting No. 2018-07 Internal Use Software No. 2018-15, Intangibles-Goodwill and Other-Internal-Use 350-40): internal-use-software. Revenue Recognition: No. 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2014-09 No. 2014-09 No. 2014-09: No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients No. 2016-20, Technical Corrections and Improvements to Topic 606 We plan to adopt the new revenue standard using the modified retrospective transition method when it becomes effective for us, which is the year ending December 31, 2019 and interim periods beginning after December 31, 2019. We are in the process of reviewing our significant contracts and are evaluating the impact of the new standard. Based on our preliminary impact assessment of the Livongo for Diabetes solution, we believe that the overall promise to our customers is to improve member health results and reduce healthcare costs, and the delivery of this promise would not be possible without the integration of Livongo devices, supplies, access to our web-based 606-10-25-19b, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedules of Concentration Risk | For each significant partner, revenue as a percentage of total revenue and accounts receivable as a percentage of net accounts receivable were as follows: Revenue Accounts Receivable Year Ended December 31, Nine Months Ended September 30, As of December 31, As of September 30, 2017 2018 2018 2019 2017 2018 (unaudited) (unaudited) Partner A 30 % 33 % 33 % 28 % 50 % 28 % 29 % Partner B * * * 23 % * 13 % 25 % * Less than 10% of total revenue or net accounts receivable |
Schedule of Allowance for Doubtful Accounts | The changes in the allowance for doubtful accounts are as follows: Year Ended December 31, Nine Months 2017 2018 2019 (unaudited) (in thousands) Allowance for doubtful accounts—beginning balance $ (92 ) $ (51 ) $ (575 ) Provision for doubtful accounts (58 ) (494 ) (501 ) Other adjustments and writeoffs 99 (30 ) (476 ) Allowance for doubtful accounts—ending balance $ (51 ) $ (575 ) $ (1,552 ) |
Schedule of Impaired Intangible Assets | We have not recorded any such impairment charges. Useful Life (in years) Customer relationships 7–10 Developed technology 5–7 Trade names 2–5 |
Schedule of Property Plant And Equipment Estimated Useful Life | Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture and fixtures 3 years Computers, equipment and software 3 years Capitalized internal-use 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Consideration | The total purchase consideration was $2.6 million in cash, of which $0.6 million was paid in 2017 and $2.0 million was paid in 2018. We have accounted for this acquisition as a business combination. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The fair values of the assets acquired and liabilities assumed by major class were recognized as follows: Amount (in thousands) Cash $ 1 Property and equipment 3 Acquired intangible assets 178 Liabilities assumed (69 ) Goodwill 2,486 Total purchase consideration $ 2,599 The purchase consideration of $18.6 million was allocated as follows: Amount (in thousands) Cash and cash equivalents $ 87 Accounts receivable 409 Inventories 56 Prepaid expenses and other current assets 124 Property and equipment 52 Intangible assets 5,580 Total assets acquired $ 6,308 Accounts payable $ 366 Accrued expenses and other liabilities 394 Deferred revenue 212 Total liabilities assumed $ 972 Goodwill $ 13,223 Total purchase consideration $ 18,559 The purchase consideration of $33.5 million was allocated as follows: Amount (unaudited) (in thousands) Cash and cash equivalents $ 2,643 Accounts receivable 1,337 Other current assets 140 Property and equipment 114 Intangible assets 13,900 Other assets 34 Total assets acquired $ 18,168 Accounts payable $ 173 Accrued expenses and other liabilities 1,787 Deferred revenue 1,400 Deferred tax liability, net 1,396 Total liabilities assumed $ 4,756 Goodwill $ 20,085 Total purchase consideration $ 33,497 |
Components of Identifiable Intangible Assets Acquired and Their Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (in thousands) (years) Customer relationships $ 3,890 10.0 Developed technology 1,650 5.0 Trade name 40 2.0 Total $ 5,580 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (unaudited) (in thousands) (years) Customer relationships $ 4,300 7.0 Developed technology 9,200 7.0 Trade name 400 5.0 Total $ 13,900 |
Schedule of Pro Forma Information | The following unaudited pro forma information presents the combined results of operations as if the Retrofit Acquisition had been completed on January 1, 2017, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) interest expense related to the legacy debt of Retrofit that was not acquired; (ii) amortization of the acquired intangible assets; (iii) recognition of post-acquisition stock-based compensation expense; (iv) the inclusion of acquisition-related costs as of the earliest period presented; and (v) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. The results of operations of Diabeto are not material and, therefore, are not reflected in the unaudited pro forma results. December 31, 2017 2018 (unaudited) (in thousands) Revenue $ 34,261 $ 69,939 Net loss $ (21,621 ) $ (35,002 ) The following unaudited pro forma information presents the combined results of operations as if the myStrength Acquisition had been completed on January 1, 2018, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) interest expense related to the legacy debt of myStrength that was not acquired; (ii) amortization of the acquired intangible assets; (iii) fair value adjustment for deferred revenue; (iv) the inclusion of acquisition-related costs as of the earliest period presented; and (v) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. Nine Months Ended 2018 2019 (unaudited) (in thousands) Revenue $ 50,034 $ 120,202 Net loss $ (25,219 ) $ (47,580 ) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Computer, equipment and software $ 189 $ 652 $ 1,961 Furniture and fixtures 396 730 922 Capitalized internal-use 1,636 5,653 9,293 Leasehold improvements 357 585 886 Property and equipment 2,578 7,620 13,062 Less: accumulated depreciation (519 ) (1,783 ) (4,087 ) Property and equipment, net $ 2,059 $ 5,837 $ 8,975 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of December 31, 2017: Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Developed technology $ 170 $ (11 ) $ 159 4.7 Trade name 8 (1 ) 7 2.7 Total $ 178 $ (12 ) $ 166 Intangible assets consisted of the following as of December 31, 2018: Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Customer relationships $ 3,890 $ (266 ) $ 3,624 9.3 Developed technology 1,820 (329 ) 1,491 4.3 Trade names 48 (9 ) 39 1.4 Total $ 5,758 $ (604 ) $ 5,154 Intangible assets consisted of the following as of September 30, 2019 (unaudited): Gross Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (in thousands) (years) Customer relationships $ 8,190 $ (977 ) $ 7,213 7.3 Developed technology 11,020 (1,428 ) 9,592 5.9 Trade names 448 (88 ) 360 4.2 Total $ 19,658 $ (2,493 ) $ 17,165 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense for intangible assets for the years ended December 31, 2017 and 2018 and the nine months ended September 30, 2018 and 2019 (unaudited) is as follows: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Customer relationships $ — $ 266 $ 179 $ 669 Developed technology 11 318 178 1,149 Trade names 1 8 11 71 Total $ 12 $ 592 $ 368 $ 1,889 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization expense related to intangible assets as of December 31, 2018 was as follows: Year Ended December 31, Amount (in thousands) 2019 $ 744 2020 761 2021 753 2022 742 2023 485 Thereafter 1,669 Total $ 5,154 The expected future amortization expense related to intangible assets as of September 30, 2019 (unaudited) was as follows: Year Ended December 31, Amount (unaudited) (in thousands) Remainder of 2019 $ 696 2020 2,769 2021 2,762 2022 2,750 2023 2,494 Thereafter 5,694 Total $ 17,165 |
Schedule of Goodwill | Goodwill consisted of the following: Year Ended December 31, Nine Months 2017 2018 (unaudited) (in thousands) Beginning balance $ — $ 2,486 $ 15,709 Goodwill acquired (Note 3) 2,486 13,223 20,085 Ending balance $ 2,486 $ 15,709 $ 35,794 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Short-term deposits $ 130 $ 718 $ 180 Prepaid rent 179 227 339 Other prepaid expenses 980 2,084 5,981 Escrow deposit, current — 1,750 2,100 Interest receivable — — 652 Other current assets 4 156 98 Total $ 1,293 $ 4,935 $ 9,350 |
Schedule of Noncurrent Other Assets | Other noncurrent assets consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Escrow deposit, noncurrent $ — $ 5,250 $ 3,150 Other 92 235 397 Total $ 92 $ 5,485 $ 3,547 |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, September 30, 2017 2018 (unaudited) (in thousands) Accrued payroll and employee benefits $ 1,148 $ 1,447 $ 2,214 Accrued bonus 2,686 5,857 6,671 Accrued sales and use taxes 706 1,887 2,003 Accrued rebates 160 609 1,485 Vendor accruals 19 1,574 5,337 Accrued commissions 714 1,470 2,639 Contingent consideration, current — 1,316 5,336 ESPP contribution withheld — — 880 Accrued professional services 13 295 582 Other accrued expenses 648 1,697 1,656 Total $ 6,094 $ 16,152 $ 28,803 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities by Level within the Fair Value Hierarchy | The following table sets forth the fair value of our financial assets and liabilities by level within the fair value hierarchy: December 31, 2017 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets Cash equivalents: Money market funds $ 52,312 $ — $ — $ 52,312 Total assets at fair value $ 52,312 $ — $ — $ 52,312 December 31, 2018 Level 1 Level 2 Level 3 Fair Value (in thousands) Assets Cash equivalents: Money market funds $ 96,681 $ — $ — $ 96,681 Total assets at fair value $ 96,681 $ — $ — $ 96,681 Liabilities Other current liabilities—contingent consideration $ — $ — $ 1,316 $ 1,316 Other noncurrent liabilities—contingent consideration — — 3,688 3,688 Total liabilities at fair value $ — $ — $ 5,004 $ 5,004 September 30, 2019 Level 1 Level 2 Level 3 Fair Value (unaudited) (in thousands) Assets Cash equivalents: Money market funds $ 330,785 $ — $ — $ 330,785 Short-term investment: Certificate of deposit — 50,000 — 50,000 Total assets at fair value $ 330,785 $ 50,000 $ — $ 380,785 Liabilities Other current liabilities—contingent consideration $ — $ — $ 5,336 $ 5,336 Other noncurrent liabilities—contingent consideration — — 2,663 2,663 Total liabilities at fair value $ — $ — $ 7,999 $ 7,999 |
Schedule of Investments Reconciliation | Cash, cash equivalents and short-term investment were as follows (in thousands): December 31, 2018 Adjusted Gross Gross Fair Value (in thousands) Cash $ 12,247 $ — $ — $ 12,247 Money market funds 96,681 — — 96,681 Total cash and cash equivalents $ 108,928 $ — $ — $ 108,928 September 30, 2019 Adjusted Gross Gross Fair Value (in thousands) Cash $ 19,035 $ — $ — $ 19,035 Money market funds 330,785 — — 330,785 Total cash, and cash equivalents $ 349,820 $ — $ — $ 349,820 Certificate of deposit 50,000 — — 50,000 Total short-term investment $ 50,000 $ — $ — $ 50,000 Total cash, cash equivalents and short-term investment $ 399,820 $ — $ — $ 399,820 |
Schedule of Changes in Level 3 Financial Liability | The following table sets forth the changes in our Level 3 financial liability during the year ended December 31, 2018 and during the nine months ended September 30, 2019 (unaudited): Year Ended Nine Months (unaudited) (in thousands) Beginning balance $ — $ 5,004 Contingent consideration recorded upon acquisition (Note 3) 6,204 3,300 Change in fair value of contingent consideration (Note 3) (1,200 ) 1,011 Payment related to Retrofit contingent consideration (Note 3) — (1,316 ) Ending balance $ 5,004 $ 7,999 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Net Minimum Payments Under Noncancelable Operating Leases | As of December 31, 2018, our net minimum payments under the noncancelable operating leases are as follows: Year Ending December 31, Minimum Lease Payments Sublease Income Net Minimum Lease Payments (in thousands) 2019 $ 2,027 $ 22 $ 2,005 2020 824 23 801 2021 729 24 705 2022 748 24 724 2023 606 25 581 Thereafter 296 25 271 Total future minimum payments $ 5,230 $ 143 $ 5,087 As of September 30, 2019 (unaudited), our net minimum payments under the noncancelable operating leases are as follows: Year Ending December 31, Minimum Lease Payments Sublease Income Net Minimum Lease Payments (in thousands) Remainder of 2019 $ 746 $ 15 $ 731 2020 3,915 61 3,854 2021 4,896 62 4,834 2022 5,036 63 4,973 2023 5,017 65 4,952 Thereafter 4,759 66 4,693 Total future minimum payments $ 24,369 $ 332 $ 24,037 |
Stockholders' Equity and Comm_2
Stockholders' Equity and Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock Outstanding | Redeemable convertible preferred stock outstanding as of December 31, 2017 and December 31, 2018 consisted of the following: December 31, 2017 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference (in thousands) Series A 10,394 10,394 $ 10,316 $ 10,650 Series B 8,935 8,935 19,946 20,000 Series C 14,857 14,857 49,384 49,500 Series D 11,774 11,774 52,371 52,500 Total redeemable convertible preferred stock 45,960 45,960 $ 132,017 $ 132,650 December 31, 2018 Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference (in thousands) Series A 10,394 10,394 $ 10,382 $ 10,650 Series B 8,935 8,935 19,957 20,000 Series C 14,857 14,857 49,407 49,500 Series D 11,774 11,774 52,397 52,500 Series E 12,655 12,655 104,786 105,000 Total redeemable convertible preferred stock 58,615 58,615 $ 236,929 $ 237,650 |
Schedule of Shares of Common Stock Reserved for Future Issuance | We reserved shares of common stock, on an as-if-converted December 31, September 30, 2017 2018 (unaudited) (in thousands) Redeemable convertible preferred stock 45,960 58,615 — Outstanding warrants to purchase common stock 785 785 695 Outstanding options to purchase common stock 15,628 17,571 15,003 Outstanding restricted stock units — 1,827 5,147 Restricted stock awards subject to repurchase 1,127 — 736 Estimated shares for future ESPP purchases — — 890 Available for future issuance 3,014 1,741 8,007 Total 66,514 80,539 30,478 |
Schedule of Warrants Outstanding | Common stock warrants outstanding as of December 31, 2017 and December 31, 2018 are as follows: Holder Issue Date Outstanding Shares Exercise Price Exercisable Shares Expiration Date (in thousands, except per share data) Bank 4/16/2015 28 $ 0.36 28 9/5/2024 * Bank 4/16/2015 63 0.80 63 4/16/2025 * Partner 3/1/2015 694 2.28 694 2/28/2025 785 785 * The expiration date is subject to automatic extension to the third anniversary of the effective date of the initial public offering in the event an initial public offering is completed within the three-year period immediately prior to the expiration date of this warrant. Common stock warrants outstanding as of September 30, 2019 are as follows: Holder Issue Date Outstanding Shares Exercise Price Exercisable Shares Expiration Date (in thousands, except per share data) Partner 3/1/2015 695 $ 2.28 695 2/28/2025 695 695 Common stock warrant activity during the years ended December 31, 2017, December 31, 2018, and the nine months ended September 30, 2019 (unaudited) is as follows: Year Ended December 31, Nine Months 2017 2018 (unaudited) (in thousands) Outstanding, beginning of period 2,188 785 785 Exercised (361 ) — (90 ) Forfeited or expired (1,042 ) — — Outstanding, end of period 785 785 695 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Shares Available for Grant and Stock Option Activity | Stock option activity under the Plans is as follows: Options Outstanding Shares Available for Grant Shares Subject to Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands, except per share data) Balance as of January 1, 2017 208 12,209 $ 0.79 8.3 $ 9,623 Shares authorized 8,661 — — Granted (5,996 ) 5,996 $ 1.88 Exercised — (1,372 ) $ 0.78 Forfeited 1,205 (1,205 ) $ 0.87 Restricted stock awards granted (1,064 ) — — Balance as of December 31, 2017 3,014 15,628 $ 1.20 8.2 $ 10,559 Shares authorized 3,196 — — Granted (5,016 ) 5,016 $ 3.62 Exercised — (1,454 ) $ 1.19 Forfeited 1,619 (1,619 ) $ 2.25 Performance RSUs granted (1,830 ) — — Restricted stock awards forfeited 754 — — Performance RSUs forfeited 4 — — Balance as of December 31, 2018 1,741 17,571 $ 1.80 7.7 $ 89,990 Shares authorized (unaudited) 10,504 — — Exercised (unaudited) — (1,957 ) $ 9.42 Forfeited/cancelled (unaudited) 611 (611 ) $ 3.29 Restricted stock units and Performance RSUs granted (unaudited) (3,807 ) — — Restricted stock awards granted (unaudited) (982 ) — — Performance stock units granted (unaudited) (100 ) — — Performance RSUs forfeited (unaudited) 28 — — Performance stock units forfeited (unaudited) 12 — — Balance as of September 30, 2019 (unaudited) 8,007 15,003 $ 1.84 7.0 $ 234,025 Options vested and exercisable as of 6,220 $ 0.69 7.1 $ 7,388 Options vested and exercisable as of 8,999 $ 0.97 6.7 $ 53,566 Options vested and exercisable as of September 30, 2019 (unaudited) 9,834 $ 1.37 6.4 $ 158,029 |
Schedule of Restricted Stock Awards | Restricted Stock Awards Year Ended December 31, Nine Months Ended 2017 2018 (unaudited) Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested balance, beginning of period 110 $ 0.91 1,127 $ 1.80 — $ — Issued 1,064 1.88 — — 982 9.76 Vested (47 ) 0.83 (373 ) 1.73 (246 ) 9.76 Cancelled — — (754 ) 1.88 — — Unvested balance, end of period 1,127 1.83 — — 736 9.76 |
Schedule of Restricted Stock Units | Restricted stock units, performance RSUs and PSUs activity is as follows: Restricted Stock Units, Performance RSUs and Weighted- Average Grant Date Fair Value (in thousands, except per share data) Balance as of December 31, 2017 — $ — Granted 1,830 6.40 Forfeited (3 ) 3.92 Balance as of December 31, 2018 1,827 6.42 Granted (unaudited) 3,907 11.71 Vested (unaudited) (547 ) 14.26 Forfeited (unaudited) (40 ) 10.50 Balance as of September 30, 2019 (unaudited) 5,147 10.17 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | We estimated the fair value of ESPP purchase rights for our first offering period using a Black-Scholes option-pricing model with the following assumptions: Nine Months Ended (unaudited) Expected term (years) 0.77 Expected volatility 50.6 % Risk-free interest rate 1.9 % Dividend yield — % |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense in the consolidated statements of operations is summarized as follows: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Cost of revenue $ — $ 18 $ 10 $ 106 Research and development expenses 541 2,188 971 6,312 Sales and marketing expenses 413 916 689 5,616 General and administrative expenses 1,164 3,210 1,302 13,693 Total stock-based compensation expense $ 2,118 $ 6,332 $ 2,972 $ 25,727 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Expense (Benefit) | Loss before provision for income taxes consisted of the following: Year Ended December 31, 2017 2018 (in thousands) Domestic $ (16,939 ) $ (33,422 ) Foreign 20 68 Total $ (16,919 ) $ (33,354 ) Our provision for (benefit from) income taxes consisted of the following: Year Ended December 31, 2017 2018 (in thousands) Current: U.S. Federal $ — $ — State 2 7 Foreign 6 21 Total current $ 8 $ 28 Deferred: U.S. Federal $ (61 ) $ — State (8 ) — Foreign — — Total deferred $ (69 ) $ — Total provision for (benefit from) income taxes $ (61 ) $ 28 |
Schedule of Federal Statutory Income Tax Rate Reconciliation | The reconciliation of federal statutory income tax rate to our effective income tax rates is as follows: Year Ended December 31, 2017 2018 Expected income tax benefit at the federal statutory rate 34.00 % 21.00 % State taxes, net of federal benefit 0.04 (0.01 ) Foreign income (losses) taxed at different rates — (0.11 ) Research and development credit, net 3.56 2.79 Tax Cuts and Jobs Act revaluation (57.00 ) — Non-deductible (1.15 ) (0.53 ) Stock-based compensation 1.90 2.59 Other (0.85 ) 0.76 Change in valuation allowance 19.86 (26.57 ) Total 0.36 % (0.08 )% |
Components of the Company's Deferred Tax Assets | Significant components of our deferred tax assets are summarized as follows: Year Ended December 31, 2017 2018 (in thousands) Deferred tax assets: Federal and state net operating loss carryforwards $ 15,307 $ 31,508 Research and development tax credits 2,127 3,794 Stock-based compensation 585 2,055 Accruals and reserves 405 1,009 Deferred revenue 1,286 2,487 Other 71 230 Gross deferred tax assets 19,781 41,083 Valuation allowance (19,302 ) (38,310 ) Net deferred tax assets $ 479 $ 2,773 Deferred tax liabilities: Property and equipment (436 ) (1,313 ) Intangible assets (43 ) (1,460 ) Net deferred tax assets $ — $ — |
Net Operating Loss and Credit Carryforwards | As of December 31, 2017 and 2018, we had net operating loss carryforwards and tax credit carryforwards as follows: Year Ended December 31, 2017 2018 (in thousands) Net operating losses, federal $ 66,906 $ 122,824 Net operating losses, California 3,144 6,251 Net operating losses, other states 11,396 57,494 Tax credits, federal 2,070 3,312 Tax credits, state 1,292 2,273 Total $ 84,808 $ 192,154 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended December 31, 2017 and 2018 is presented below: Year Ended December 31, 2017 2018 (in thousands) Unrecognized benefit—beginning of year $ — $ 1,235 Gross increases—current year tax positions 337 556 Gross increases—prior year tax positions 898 — Decreases—prior year tax positions — — Unrecognized benefit—end of year $ 1,235 $ 1,791 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to our common stockholders: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands, except per share data) Net loss $ (16,858 ) $ (33,382 ) $ (20,922 ) $ (48,916 ) Accretion of redeemable convertible preferred stock (143 ) (162 ) (119 ) (96 ) Net loss attributable to common stockholders $ (17,001 ) $ (33,544 ) $ (21,041 ) $ (49,012 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 14,442 16,573 16,328 36,636 Net loss per share attributable to common stockholders, basic and diluted $ (1.18 ) $ (2.02 ) $ (1.29 ) $ (1.34 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 (unaudited) (in thousands) Redeemable convertible preferred stock 45,960 58,615 58,615 — Stock options 15,628 17,571 18,491 15,003 Restricted stock awards subject to repurchase 1,127 — 782 736 Common stock warrants 785 785 785 695 Restricted stock units — — 24 4,829 ESPP obligations — — — 42 Total 63,500 76,971 78,697 21,305 |
Schedule of unaudited pro forma basic and diluted net loss per share | The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share: Year Ended (unaudited) (in thousands, except Numerator: Net loss attributable to common stockholders $ (33,544 ) Reversal of accretion of redeemable convertible preferred stock 162 Pro forma net loss attributable to common stockholders $ (33,382 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 16,573 Pro forma adjustment to reflect conversion of redeemable convertible preferred stock 55,183 Pro forma adjustment to reflect vesting of Performance RSUs 1 Weighted-average shares used in computing pro forma net loss per share, basic and diluted 71,757 Pro forma net loss per share, basic and diluted $ (0.47 ) |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 27, 2019 | Jan. 01, 2017USD ($) | Jul. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Class of Stock [Line Items] | ||||||||
Accumulated deficit | $ (162,529) | $ (113,613) | $ (80,231) | |||||
Net loss | (48,916) | $ (20,922) | (33,382) | (16,858) | ||||
Net cash used in operating activities | $ (55,533) | $ (21,517) | $ (33,040) | $ (15,916) | ||||
Redeemable convertible preferred stock, shares outstanding (in shares) | shares | 58,615,488 | 0 | 58,615,000 | 58,615,000 | 45,960,000 | 34,186,000 | ||
Stock converted | $ 237,000 | |||||||
IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Net proceeds from sale of stock | $ 377,800 | |||||||
Sale of stock (in shares) | shares | 14,590,050 | |||||||
Offering price (in dollars per share) | $ / shares | $ 28 | |||||||
Underwriting discounts and commissions | $ 28,600 | |||||||
Offering expenses | $ 2,200 | |||||||
Underwriters' Option | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock (in shares) | shares | 1,903,050 | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted (in shares) | shares | 58,615,488 | |||||||
Stock converted | $ 100 | |||||||
Reverse stock split conversion ratio | 0.5 | |||||||
Series D and series E redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Net proceeds from sale of stock | $ 157,100 | |||||||
Redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Reverse stock split conversion ratio | 0.5 | |||||||
Additional Paid-in Capital | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted | $ 236,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Detail) - Partner Concentration Risk | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Partner A | Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 28.00% | 33.00% | 33.00% | 30.00% |
Partner A | Accounts Receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 29.00% | 28.00% | 50.00% | |
Partner B | Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 23.00% | |||
Partner B | Accounts Receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 25.00% | 13.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||||
Total restricted cash | $ 1,300,000 | $ 200,000 | $ 300,000 | ||
Allowance for doubtful accounts | 1,552,000 | 575,000 | 51,000 | $ 92,000 | |
Goodwill impairment | 0 | 0 | 0 | ||
Inventory valuation reserves | 0 | 0 | 0 | ||
Capitalized internal-use software costs, capitalized | 3,600,000 | $ 2,500,000 | 4,000,000 | 1,600,000 | |
Capitalized internal-use software costs, amortization | 1,800,000 | 600,000 | 900,000 | 200,000 | |
Impairment of Long-Lived Assets | 0 | 0 | 0 | ||
Advance Payments from Partner | 9,500,000 | 6,700,000 | 3,800,000 | ||
Advertising expense | $ 8,700,000 | $ 3,400,000 | $ 5,000,000 | $ 3,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts-beginning balance | $ (575) | $ (51) | $ (92) |
Provision for doubtful accounts | (501) | (494) | (58) |
Other adjustments and writeoffs | (476) | (30) | 99 |
Allowance for doubtful accounts-ending balance | $ (1,552) | $ (575) | $ (51) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Impaired Intangible Assets (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Developed technology | |
Amortization of acquired intangible assets | 5 years |
Trade name | |
Amortization of acquired intangible assets | 3 years |
Minimum | Customer relationships | |
Amortization of acquired intangible assets | 7 years |
Minimum | Developed technology | |
Amortization of acquired intangible assets | 5 years |
Minimum | Trade name | |
Amortization of acquired intangible assets | 2 years |
Maximum | Customer relationships | |
Amortization of acquired intangible assets | 10 years |
Maximum | Developed technology | |
Amortization of acquired intangible assets | 7 years |
Maximum | Trade name | |
Amortization of acquired intangible assets | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Property Plant And Equipment Estimated Useful Life (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Furniture and fixtures | |
Property plant and equipment, estimated useful life | 3 years |
Computer equipment and software | |
Property plant and equipment, estimated useful life | 3 years |
Capitalized Internal Use Software | |
Property plant and equipment, estimated useful life | 3 years |
Leasehold improvements | |
Property plant and equipment, estimated useful life | Lesser of estimated useful life or remaining lease term |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | 1 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019 | Feb. 28, 2019 | Apr. 30, 2018 | Aug. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||||||||
Increase (decrease) in fair value of contingent consideration | $ 1,011,000 | $ 0 | $ (1,200,000) | $ 0 | |||||
Developed technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 200,000 | ||||||||
Amortization of acquired intangible assets | 5 years | ||||||||
Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 8,000 | ||||||||
Amortization of acquired intangible assets | 3 years | ||||||||
Diabeto [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase consideration paid in cash | $ 2,600,000 | $ 600,000 | 2,000,000 | ||||||
Retrofit | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase consideration paid in cash | $ 12,400,000 | ||||||||
Acquired intangible assets | 5,580,000 | ||||||||
Earn-out consideration obligated to pay (up to) | 7,000,000 | ||||||||
Escrow asset | 7,000,000 | ||||||||
Fair value of contingent consideration | 6,200,000 | ||||||||
Total purchase consideration | 18,600,000 | ||||||||
Contingent consideration | $ 3,100,000 | 5,000,000 | |||||||
Increase (decrease) in fair value of contingent consideration | (600,000) | (1,200,000) | |||||||
Escrow deposit disbursements | $ 1,800,000 | ||||||||
Acquisition-related costs | 300,000 | ||||||||
Revenue | 2,800,000 | ||||||||
Net loss | 3,200,000 | ||||||||
Retrofit | Developed technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | 1,650,000 | ||||||||
Retrofit | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 40,000 | ||||||||
myStrength | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase consideration paid in cash | $ 30,100,000 | ||||||||
Earn-out consideration obligated to pay (up to) | 5,000,000 | ||||||||
Fair value of contingent consideration | 3,300,000 | ||||||||
Total purchase consideration | 33,500,000 | ||||||||
Contingent consideration | 4,900,000 | ||||||||
Increase (decrease) in fair value of contingent consideration | 1,600,000 | ||||||||
Acquisition-related costs | $ 300,000 | $ 300,000 | |||||||
Closing adjustment | $ 100,000 | ||||||||
Former Retrofit Stockholders | Retrofit | |||||||||
Business Acquisition [Line Items] | |||||||||
Escrow deposit disbursements | $ 1,300,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Allocation of Purchase Consideration (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 35,794 | $ 15,709 | $ 2,486 | |||
Diabeto [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 1 | |||||
Property and equipment | 3 | |||||
Acquired intangible assets | 178 | |||||
Liabilities assumed | 69 | |||||
Goodwill | 2,486 | |||||
Total purchase consideration | $ 2,599 | |||||
Retrofit | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 87 | |||||
Accounts receivable | 409 | |||||
Inventories | 56 | |||||
Prepaid expenses and other current assets | 124 | |||||
Property and equipment | 52 | |||||
Acquired intangible assets | 5,580 | |||||
Total assets acquired | 6,308 | |||||
Accounts payable | 366 | |||||
Accrued expenses and other liabilities | 394 | |||||
Deferred revenue | 212 | |||||
Liabilities assumed | 972 | |||||
Goodwill | 13,223 | |||||
Total purchase consideration | $ 18,559 | |||||
myStrength | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 2,643 | |||||
Accounts receivable | 1,337 | |||||
Other current assets | 140 | |||||
Property and equipment | 114 | |||||
Acquired intangible assets | 13,900 | |||||
Other assets | 34 | |||||
Total assets acquired | 18,168 | |||||
Accounts payable | 173 | |||||
Accrued expenses and other liabilities | 1,787 | |||||
Deferred revenue | 1,400 | |||||
Deferred tax liability, net | 1,396 | |||||
Liabilities assumed | 4,756 | |||||
Goodwill | 20,085 | |||||
Total purchase consideration | $ 33,497 |
Business Combinations - Compone
Business Combinations - Components of Identifiable Intangible Assets Acquired and Their Estimated Useful Lives (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2019 | Apr. 30, 2018 | Sep. 30, 2019 | |
Developed technology | |||
Business Acquisition [Line Items] | |||
Cost | $ 200,000 | ||
Trade name | |||
Business Acquisition [Line Items] | |||
Cost | $ 8,000 | ||
Retrofit | |||
Business Acquisition [Line Items] | |||
Cost | $ 5,580,000 | ||
Retrofit | Customer relationships | |||
Business Acquisition [Line Items] | |||
Cost | $ 3,890,000 | ||
Useful Life | 10 years | ||
Retrofit | Developed technology | |||
Business Acquisition [Line Items] | |||
Cost | $ 1,650,000 | ||
Useful Life | 5 years | ||
Retrofit | Trade name | |||
Business Acquisition [Line Items] | |||
Cost | $ 40,000 | ||
Useful Life | 2 years | ||
myStrength | |||
Business Acquisition [Line Items] | |||
Cost | $ 13,900,000 | ||
myStrength | Customer relationships | |||
Business Acquisition [Line Items] | |||
Cost | $ 4,300,000 | ||
Useful Life | 7 years | ||
myStrength | Developed technology | |||
Business Acquisition [Line Items] | |||
Cost | $ 9,200,000 | ||
Useful Life | 7 years | ||
myStrength | Trade name | |||
Business Acquisition [Line Items] | |||
Cost | $ 400,000 | ||
Useful Life | 5 years |
Business Combinations - Sched_2
Business Combinations - Schedule of Pro Forma Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Net loss | $ (33,382) | |||
Retrofit | ||||
Business Acquisition [Line Items] | ||||
Revenue | 69,939 | $ 34,261 | ||
Net loss | $ (35,002) | $ (21,621) | ||
myStrength | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 120,202 | $ 50,034 | ||
Net loss | $ (47,580) | $ (25,219) |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Finished goods | $ 21.3 | $ 8.9 | $ 2.9 | |
Depreciation and amortization expense | $ 2.3 | $ 0.8 | $ 1.3 | $ 0.3 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 13,062 | $ 7,620 | $ 2,578 |
Less: accumulated depreciation | (4,087) | (1,783) | (519) |
Property and equipment, net | 8,975 | 5,837 | 2,059 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,961 | 652 | 189 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 922 | 730 | 396 |
Capitalized internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 9,293 | 5,653 | 1,636 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 886 | $ 585 | $ 357 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | $ 19,658 | $ 5,758 | $ 178 |
Accumulated Amortization | (2,493) | (604) | (12) |
Net Book Value | 17,165 | 5,154 | 166 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | 8,190 | 3,890 | |
Accumulated Amortization | (977) | (266) | |
Net Book Value | 7,213 | 3,624 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | 11,020 | 1,820 | 170 |
Accumulated Amortization | (1,428) | (329) | (11) |
Net Book Value | $ 9,592 | 1,491 | 159 |
Weighted- Average Remaining Useful Life | 5 years | ||
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | $ 448 | 48 | 8 |
Accumulated Amortization | (88) | (9) | (1) |
Net Book Value | $ 360 | $ 39 | $ 7 |
Weighted- Average Remaining Useful Life | 3 years | ||
Weighted Average | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 7 years 3 months 18 days | 9 years 3 months 18 days | |
Weighted Average | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 5 years 10 months 24 days | 4 years 3 months 18 days | 4 years 8 months 12 days |
Weighted Average | Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Remaining Useful Life | 4 years 2 months 12 days | 1 year 4 months 24 days | 2 years 8 months 12 days |
Balance Sheet Components - In_2
Balance Sheet Components - Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,889 | $ 368 | $ 592 | $ 12 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 669 | 179 | 266 | |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 1,149 | 178 | 318 | 11 |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 71 | $ 11 | $ 8 | $ 1 |
Balance Sheet Components - Futu
Balance Sheet Components - Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
2019 | $ 744 | ||
Remainder of 2019 | $ 696 | ||
2020 | 2,769 | 761 | |
2021 | 2,762 | 753 | |
2022 | 2,750 | 742 | |
2023 | 2,494 | 485 | |
Thereafter | 5,694 | 1,669 | |
Net Book Value | $ 17,165 | $ 5,154 | $ 166 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill Roll Forward (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 15,709 | $ 2,486 | |
Goodwill acquired (Note 3) | 20,085 | 13,223 | $ 2,486 |
Ending balance | $ 35,794 | $ 15,709 | $ 2,486 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Short-term deposits | $ 180 | $ 718 | $ 130 |
Prepaid rent | 339 | 227 | 179 |
Other prepaid expenses | 5,981 | 2,084 | 980 |
Escrow deposit, current | 2,100 | 1,750 | |
Interest receivable | 652 | ||
Other current assets | 98 | 156 | 4 |
Total | $ 9,350 | $ 4,935 | $ 1,293 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Escrow deposit, noncurrent | $ 3,150 | $ 5,250 | |
Other | 397 | 235 | $ 92 |
Total | $ 3,547 | $ 5,485 | $ 92 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued payroll and employee benefits | $ 2,214 | $ 1,447 | $ 1,148 |
Accrued bonus | 6,671 | 5,857 | 2,686 |
Accrued sales and use taxes | 2,003 | 1,887 | 706 |
Accrued rebates | 1,485 | 609 | 160 |
Vendor accruals | 5,337 | 1,574 | 19 |
Accrued commissions | 2,639 | 1,470 | 714 |
Contingent consideration, current | 5,336 | 1,316 | |
ESPP contribution withheld | 880 | ||
Accrued professional services | 582 | 295 | 13 |
Other accrued expenses | 1,656 | 1,697 | 648 |
Total | $ 28,803 | $ 16,152 | $ 6,094 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities by Level within the Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | |||
Cash equivalents and short-term investments | $ 349,820 | $ 108,928 | |
Liabilities | |||
Other current liabilities-contingent consideration | 5,336 | 1,316 | |
Fair Value, Recurring | |||
Assets | |||
Total assets at fair value | 380,785 | 96,681 | $ 52,312 |
Liabilities | |||
Other current liabilities-contingent consideration | 5,336 | 1,316 | |
Other noncurrent liabilities-contingent consideration | 2,663 | 3,688 | |
Total liabilities at fair value | 7,999 | 5,004 | |
Fair Value, Recurring | Level 1 | |||
Assets | |||
Total assets at fair value | 330,785 | 96,681 | 52,312 |
Liabilities | |||
Other current liabilities-contingent consideration | 0 | 0 | |
Other noncurrent liabilities-contingent consideration | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Assets | |||
Total assets at fair value | 50,000 | 0 | 0 |
Liabilities | |||
Other current liabilities-contingent consideration | 0 | 0 | |
Other noncurrent liabilities-contingent consideration | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets | |||
Total assets at fair value | 0 | 0 | 0 |
Liabilities | |||
Other current liabilities-contingent consideration | 5,336 | 1,316 | |
Other noncurrent liabilities-contingent consideration | 2,663 | 3,688 | |
Total liabilities at fair value | 7,999 | 5,004 | |
Money market funds | |||
Assets | |||
Cash equivalents and short-term investments | 330,785 | 96,681 | |
Money market funds | Fair Value, Recurring | |||
Assets | |||
Cash equivalents and short-term investments | 330,785 | 96,681 | 52,312 |
Money market funds | Fair Value, Recurring | Level 1 | |||
Assets | |||
Cash equivalents and short-term investments | 330,785 | 96,681 | 52,312 |
Money market funds | Fair Value, Recurring | Level 2 | |||
Assets | |||
Cash equivalents and short-term investments | 0 | 0 | 0 |
Money market funds | Fair Value, Recurring | Level 3 | |||
Assets | |||
Cash equivalents and short-term investments | 0 | $ 0 | $ 0 |
Certificate of deposit | Fair Value, Recurring | |||
Assets | |||
Cash equivalents and short-term investments | 50,000 | ||
Certificate of deposit | Fair Value, Recurring | Level 1 | |||
Assets | |||
Cash equivalents and short-term investments | 0 | ||
Certificate of deposit | Fair Value, Recurring | Level 2 | |||
Assets | |||
Cash equivalents and short-term investments | 50,000 | ||
Certificate of deposit | Fair Value, Recurring | Level 3 | |||
Assets | |||
Cash equivalents and short-term investments | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Unrealized Gains (Losses) (Details) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Adjusted Amortized Cost | ||||
Cash and cash equivalents | $ 349,820 | $ 108,928 | $ 120,672 | $ 61,243 |
Certificate of deposit | 50,000 | |||
Total cash, cash equivalents and short-term investment | 399,820 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Fair Value | ||||
Cash equivalents and cash equivalents, fair value | 349,820 | 108,928 | ||
Total cash, and cash equivalents | 50,000 | |||
Total cash, cash equivalents and short-term investment | 399,820 | |||
Cash [Member] | ||||
Adjusted Amortized Cost | ||||
Cash and cash equivalents | 19,035 | 12,247 | ||
Fair Value | ||||
Cash equivalents and cash equivalents, fair value | 19,035 | 12,247 | ||
Money market funds | ||||
Adjusted Amortized Cost | ||||
Cash and cash equivalents | 330,785 | 96,681 | ||
Fair Value | ||||
Cash equivalents and cash equivalents, fair value | 330,785 | $ 96,681 | ||
Certificate of deposit | ||||
Adjusted Amortized Cost | ||||
Certificate of deposit | 50,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Fair Value | ||||
Total cash, and cash equivalents | $ 50,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Level 3 Financial Liability (Details) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5,004 | |
Contingent consideration recorded upon acquisition (Note 3) | 3,300 | $ 6,204 |
Change in fair value of contingent consideration (Note 3) | 1,011 | (1,200) |
Payment related to Retrofit contingent consideration | (1,316) | |
Ending balance | $ 7,999 | $ 5,004 |
Debt - Narrative (Detail)
Debt - Narrative (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2019 | Apr. 30, 2017 | Aug. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2014 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 0 | $ 0 | $ 0 | $ 4,306,000 | ||||||
Common stock warrants exercised (in shares) | 90,277 | 0 | 361,425 | |||||||
Bank Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 5,000,000 | $ 4,000,000 | ||||||||
Funds drawn from loan amount | $ 5,000,000 | $ 1,000,000 | ||||||||
Term loan monthly installments | 36 equal monthly installments | 36 equal monthly installments | ||||||||
Repayments of debt | $ 3,600,000 | $ 4,300,000 | ||||||||
Interest rate on debt | 0.25% | |||||||||
Percentage of loan drawn for warrants to be issued | 1.00% | |||||||||
Common stock warrants exercised (in shares) | 62,500 | 27,777 | ||||||||
Exercise price (in dollars per share) | $ 0.80 | $ 0.36 | ||||||||
Interest expense related to amortization of debt discount | $ 20,000 | |||||||||
Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floating interest rate | 0.25% | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount of secured revolving loan facility | $ 30,000,000 | |||||||||
Floor interest rate | 5.25% | |||||||||
Loans outstanding | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Net Minimum Payments Under Noncancelable Operating Leases (Details) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Minimum Lease Payments | ||
2019 | $ 2,027 | |
Remainder of 2019 | $ 746 | |
2020 | 3,915 | 824 |
2021 | 4,896 | 729 |
2022 | 5,036 | 748 |
2023 | 5,017 | 606 |
Thereafter | 4,759 | 296 |
Total future minimum payments | 24,369 | 5,230 |
Sublease Income | ||
2019 | 22 | |
Remainder of 2019 | 15 | |
2020 | 61 | 23 |
2021 | 62 | 24 |
2022 | 63 | 24 |
2023 | 65 | 25 |
Thereafter | 66 | 25 |
Total future minimum payments | 332 | 143 |
Net Minimum Lease Payments | ||
2019 | 2,005 | |
Remainder of 2019 | 731 | |
2020 | 3,854 | 801 |
2021 | 4,834 | 705 |
2022 | 4,973 | 724 |
2023 | 4,952 | 581 |
Thereafter | 4,693 | 271 |
Total future minimum payments | $ 24,037 | $ 5,087 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense paid to third parties | $ 2 | $ 1.2 | $ 1.7 | $ 0.7 |
Chicago Office | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense for sublease arrangements | $ 0 | $ 0 | $ 0.3 | $ 0.1 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||||
Accretion to redemption price of redeemable convertible preferred stock | $ 96 | $ 119 | $ 162 | $ 143 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 12,655,000 | 12,655,000 | 11,774,000 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 104,750 | $ 104,750 | $ 52,346 | |||||
Price per share of preferred stock (in dollars per share) | $ 4.1484 | |||||||
Common stock, par value (in dollars per share) | 900,000,000 | 99,250,000 | 80,000,000 | 900,000,000 | 99,250,000 | 84,750,000 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 58,615,488 | 45,960,013 | 100,000,000 | 0 | 0 | ||
Stock converted | $ 237,000 | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 58,615,488 | 0 | 58,615,000 | 58,615,000 | 45,960,000 | 34,186,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Conversion of stock, description | Shares of Series A, Series B, Series C, Series D, and Series E redeemable convertible preferred stock would be automatically converted into fully paid shares of common stock immediately upon the earlier of: (a) the closing of the sale of shares of common stock to the public at a minimum price of $8.9180 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50.0 million of gross cash proceeds to us or (b) the date and time, or occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A, Series B, Series C, Series D and Series E redeemable convertible preferred stock, respectively. | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock (in shares) | 14,590,050 | |||||||
Offering price (in dollars per share) | $ 28 | |||||||
Net proceeds from sale of stock | $ 377,800 | |||||||
Underwriting discounts and commissions | 28,600 | |||||||
Offering expenses | $ 2,200 | |||||||
Underwriters' Option | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock (in shares) | 1,903,050 | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock converted (in shares) | 58,615,488 | |||||||
Stock converted | $ 100 | |||||||
Series A- Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend per share | 0.081968 | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 10,394,000 | 10,394,000 | ||||||
Conversion price per share | 1.0246 | |||||||
Series B Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend per share | 0.182400 | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 8,935,000 | 8,935,000 | ||||||
Conversion price per share | 2.2384 | |||||||
Series C Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend per share | 0.266600 | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 14,857,000 | 14,857,000 | ||||||
Conversion price per share | 3.3318 | |||||||
Series D- Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 11,773,932 | |||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 52,500 | |||||||
Price per share of preferred stock (in dollars per share) | $ 4.4590 | |||||||
Dividend per share | $ 0.3568 | 0.356800 | ||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 11,774,000 | 11,774,000 | ||||||
Conversion price per share | 4.4590 | |||||||
Series E- Redeemable Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 12,655,477 | |||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 105,000 | |||||||
Price per share of preferred stock (in dollars per share) | $ 8.2968 | |||||||
Dividend per share | $ 0.6638 | 0.663800 | ||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 12,655,000 | |||||||
Conversion price per share | $ 8.2968 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Redeemable Convertible Preferred Stock Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jul. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 58,615,000 | 45,960,000 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 58,615,488 | 58,615,000 | 58,615,000 | 45,960,000 | 34,186,000 |
Net Carrying Value | $ 0 | $ 236,929 | $ 236,886 | $ 132,017 | $ 79,528 | |
Aggregate liquidation preference | $ 0 | $ 237,650 | $ 132,650 | |||
Series A- Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 10,394,000 | 10,394,000 | ||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 10,394,000 | 10,394,000 | ||||
Net Carrying Value | $ 10,382 | $ 10,316 | ||||
Aggregate liquidation preference | $ 10,650 | $ 10,650 | ||||
Series B Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 8,935,000 | 8,935,000 | ||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 8,935,000 | 8,935,000 | ||||
Net Carrying Value | $ 19,957 | $ 19,946 | ||||
Aggregate liquidation preference | $ 20,000 | $ 20,000 | ||||
Series C Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 14,857,000 | 14,857,000 | ||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 14,857,000 | 14,857,000 | ||||
Net Carrying Value | $ 49,407 | $ 49,384 | ||||
Aggregate liquidation preference | $ 49,500 | $ 49,500 | ||||
Series D- Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 11,774,000 | 11,774,000 | ||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 11,774,000 | 11,774,000 | ||||
Net Carrying Value | $ 52,397 | $ 52,371 | ||||
Aggregate liquidation preference | $ 52,500 | $ 52,500 | ||||
Series E- Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 12,655,000 | |||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 12,655,000 | |||||
Net Carrying Value | $ 104,786 | |||||
Aggregate liquidation preference | $ 105,000 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Shares of Common Stock Reserved for Future Issuance (Detail) - shares shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||
Total | 30,478 | 80,539 | 66,514 |
Stock options | |||
Class of Stock [Line Items] | |||
Total | 15,003 | 17,571 | 15,628 |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Total | 5,147 | 1,827 | 0 |
Restricted Stock Awards | |||
Class of Stock [Line Items] | |||
Total | 736 | 0 | 1,127 |
Employee Stock | |||
Class of Stock [Line Items] | |||
Total | 890 | 0 | 0 |
Common Stock | |||
Class of Stock [Line Items] | |||
Total | 8,007 | 1,741 | 3,014 |
Redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Total | 0 | 58,615 | 45,960 |
Common stock warrants | |||
Class of Stock [Line Items] | |||
Total | 695 | 785 | 785 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrants Outstanding (Detail) - $ / shares shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||
Outstanding shares (in shares) | 695 | 785 | 785 | 2,188 |
Exercisable shares (in shares) | 695 | 785 | ||
Warrants Expiring Sept 2024 | ||||
Class of Warrant or Right [Line Items] | ||||
Outstanding shares (in shares) | 28 | |||
Exercise price (in dollars per share) | $ 0.36 | |||
Exercisable shares (in shares) | 28 | |||
Warrants Expiring April 2025 | ||||
Class of Warrant or Right [Line Items] | ||||
Outstanding shares (in shares) | 63 | |||
Exercise price (in dollars per share) | $ 0.80 | |||
Exercisable shares (in shares) | 63 | |||
Warrants Expiring Feb 2025 | ||||
Class of Warrant or Right [Line Items] | ||||
Outstanding shares (in shares) | 695 | 694 | ||
Exercise price (in dollars per share) | $ 2.28 | $ 2.28 | ||
Exercisable shares (in shares) | 695 | 694 |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule Of Warrants Outstanding Roll Forward (Detail) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Warrants outstanding, beginning balance (in shares) | 785,000 | 785,000 | 2,188,000 |
Warrants exercised (in shares) | (90,277) | 0 | (361,425) |
Warrants forfeited or expired (in shares) | (1,042,000) | ||
Warrants outstanding, ending balance (in shares) | 695,000 | 785,000 | 785,000 |
Common Stock Warrants - Narrati
Common Stock Warrants - Narrative (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||||
Warrants exercised (in shares) | 90,277 | 0 | 361,425 | |
Proceeds from exercise of common stock warrants | $ 60 | $ 0 | $ 0 | $ 286 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2018 | Jan. 31, 2018 | Aug. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 30,478,000 | 80,539,000 | 66,514,000 | ||||||||
Aggregate intrinsic value of stock option awards exercised | $ 33,200,000 | $ 1,600,000 | $ 5,500,000 | $ 1,500,000 | |||||||
Weighted-average grant date fair value of stock options (in USD per share) | $ 1.52 | $ 0.75 | |||||||||
Unrecognized compensation expense | $ 40,000,000 | $ 18,200,000 | |||||||||
Unrecognized compensation expense, recognition period | 3 years 2 months 12 days | 3 years 4 months 24 days | |||||||||
Options granted (in shares) | 0 | 5,016,000 | 5,996,000 | ||||||||
Number of awards granted | 5,996,000 | ||||||||||
Stock-based compensation expense | $ 25,727,000 | 2,972,000 | $ 6,332,000 | $ 2,118,000 | |||||||
Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 15,003,000 | 17,571,000 | 15,628,000 | ||||||||
Vesting period | 4 years | ||||||||||
Expiration date | 10 years | ||||||||||
Service and Market-Based Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 1,402,820 | 1,402,820 | |||||||||
Number of options canceled (in shares) | 196,460 | ||||||||||
Service and Market Based Restricted Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of awards granted | 161,250 | ||||||||||
Service and Market-Based Options and RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation expense | $ 1,900,000 | ||||||||||
Unrecognized compensation expense, recognition period | 2 years 10 months 24 days | ||||||||||
Fair value of options granted | $ 800,000 | $ 2,400,000 | |||||||||
Stock-based compensation expense | 600,000 | 300,000 | $ 500,000 | ||||||||
Stock-based compensation related to capitalized internal-use software | $ 200,000 | ||||||||||
Restricted Stock Awards | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 736,000 | 0 | 1,127,000 | ||||||||
Unrecognized compensation expense | $ 6,000,000 | ||||||||||
Unrecognized compensation expense, recognition period | 2 years 10 months 24 days | ||||||||||
Number of awards granted | 982,301 | 982,000 | 1,064,000 | ||||||||
Stock-based compensation expense | $ 3,600,000 | $ 500,000 | $ 600,000 | $ 200,000 | |||||||
Restricted stock fair value | $ 2,000,000 | ||||||||||
Number of awards canceled in award modification | 753,546 | ||||||||||
Grant date fair value of awards issued | $ 9,600,000 | ||||||||||
Stock-based compensation expense recognized due to immediate vested in award modification | $ 100,000 | ||||||||||
Vested (in shares) | 246,000 | 373,000 | 47,000 | ||||||||
Number of shares immediately vested in award modification | 23,363 | ||||||||||
Plan modification incremental cost | $ 2,200,000 | ||||||||||
Service-Based RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | 4 years | |||||||||
Number of awards granted | 982,301 | 982,301 | 225,000 | ||||||||
Stock-based compensation expense | $ 1,300,000 | ||||||||||
Performance-Based RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation expense | $ 900,000 | ||||||||||
Unrecognized compensation expense, recognition period | 1 year 10 months 24 days | ||||||||||
Number of awards granted | 1,830,000 | ||||||||||
Stock-based compensation expense recognized due to immediate vested in award modification | $ 11,900,000 | ||||||||||
Number of awards replaced in award modification | 0 | 0 | |||||||||
RSUs and Performance RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 13,000,000 | $ 0 | |||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 5,147,000 | 1,827,000 | 0 | ||||||||
Number of awards granted | 3,807,000 | ||||||||||
Stock-based compensation expense | $ 3,800,000 | ||||||||||
Vested (in shares) | 491,151 | ||||||||||
Restricted Stock Units, Performance RSUs and PSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Number of awards granted | 3,907,000 | 1,830,000 | |||||||||
Stock-based compensation expense | $ 200,000 | $ 2,000,000 | |||||||||
Vested (in shares) | 547,000 | ||||||||||
Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 890,000 | 0 | 0 | ||||||||
Unrecognized compensation expense | $ 1,100,000 | ||||||||||
Unrecognized compensation expense, recognition period | 7 months 6 days | ||||||||||
Stock-based compensation expense | $ 300,000 | ||||||||||
Issued in period | 0 | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation related to capitalized internal-use software | $ 200,000 | $ 100,000 | $ 200,000 | $ 100,000 | |||||||
Vesting Tranche One | Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting Tranche One | Service and Market-Based Options and RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting Tranche One | Service-Based RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting Tranche One | Performance-Based RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 6 months 1 day | ||||||||||
Secondary Transactions | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 2,300,000 | ||||||||||
Common stock shares sold | 2,138,302 | 605,345 | |||||||||
Common stock price | $ 7.4672 | $ 1.88 | |||||||||
Redeemable convertible Preferred stock sold | 57,945 | ||||||||||
2019 Employee Incentive Plan, Transferred From 2014 and 2008 Stock Incentive Plans | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 21,770,029 | ||||||||||
2019 Employee Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 8,004,000 | ||||||||||
Annual increase in capital shares reserved for future issuance (in shares) | 7,120,000 | ||||||||||
Percentage of outstanding stock maximum | 4.00% | ||||||||||
2019 Employee Stock Purchase Plan | Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 890,000 | ||||||||||
Annual increase in capital shares reserved for future issuance (in shares) | 2,670,000 | ||||||||||
Percentage of outstanding stock maximum | 1.00% | ||||||||||
Maximum payroll deduction | 15.00% | ||||||||||
Purchase price of common stock (percent) | 85.00% | ||||||||||
Maximum number of shares per employee (in shares) | 500 | ||||||||||
Maximum value per employee | $ 12,500 | ||||||||||
2019 Employee Stock Purchase Plan | Maximum | Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Ownership percentage threshold to participate | 5.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share Available for Grant and Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Available for Grant | |||||
Balance, beginning of period(in shares) | 1,741,000 | 1,741,000 | 3,014,000 | 208,000 | |
Shares authorized (in shares) | 10,504,000 | 3,196,000 | 8,661,000 | ||
Granted (in shares) | (5,996,000) | ||||
Granted (in shares) | 0 | (5,016,000) | (5,996,000) | ||
Forfeited (in shares) | 611,000 | 1,619,000 | 1,205,000 | ||
Balance, end of period (in shares) | 8,007,000 | 1,741,000 | 3,014,000 | 208,000 | |
Shares Subject to Options Outstanding | |||||
Balance, beginning of period(in shares) | 17,571,000 | 17,571,000 | 15,628,000 | 12,209,000 | |
Granted (in shares) | 0 | 5,016,000 | 5,996,000 | ||
Granted (in shares) | 0 | 5,016,000 | 5,996,000 | ||
Exercised (in shares) | (1,957,000) | (1,454,000) | (1,372,000) | ||
Forfeited (in shares) | (611,000) | (1,619,000) | (1,205,000) | ||
Balance, end of period (in shares) | 15,003,000 | 17,571,000 | 15,628,000 | 12,209,000 | |
Options vested and exercisable (in shares) | 9,834,000 | 8,999,000 | 6,220,000 | ||
Weighted- Average Exercise Price | |||||
Balance , Beginning of period (in USD per share) | $ 1.80 | $ 1.80 | $ 1.20 | $ 0.79 | |
Granted (in USD per share) | 3.62 | 1.88 | |||
Exercised (in USD per share) | 9.42 | 1.19 | 0.78 | ||
Forfeited (in USD per share) | 3.29 | 2.25 | 0.87 | ||
Balance , end of period (in USD per share) | 1.84 | 1.80 | 1.20 | $ 0.79 | |
Options vested and exercisable (in USD per share) | $ 1.37 | $ 0.97 | $ 0.69 | ||
Weighted- Average Remaining Contractual Life (Years) and Aggregate Intrinsic Value | |||||
Weighted- Average Remaining Contractual Life (Years), Options outstanding | 7 years | 7 years 8 months 12 days | 8 years 2 months 12 days | 8 years 3 months 18 days | |
Weighted- Average Remaining Contractual Life (Years), Options vested and exercisable | 6 years 4 months 24 days | 6 years 8 months 12 days | 7 years 1 month 6 days | ||
Aggregate Intrinsic Value, Options outstanding | $ 234,025 | $ 89,990 | $ 10,559 | $ 9,623 | |
Aggregate Intrinsic Value, Options vested and exercisable | $ 158,029 | $ 53,566 | $ 7,388 | ||
Restricted Stock Awards | |||||
Shares Available for Grant | |||||
Granted (in shares) | (982,301) | (982,000) | (1,064,000) | ||
Forfeited (in shares) | 754,000 | ||||
Restricted Stock Units (RSUs) | |||||
Shares Available for Grant | |||||
Granted (in shares) | (3,807,000) | ||||
Performance Shares | |||||
Shares Available for Grant | |||||
Granted (in shares) | (100,000) | ||||
Forfeited (in shares) | 12,000 | ||||
Performance-Based RSUs | |||||
Shares Available for Grant | |||||
Granted (in shares) | (1,830,000) | ||||
Forfeited (in shares) | 28,000 | 4,000 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Fair Vale Assumption Stock Award (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Black Scholes | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 6 years 3 months 18 days | |||
Expected volatility | 37.10% | |||
Expected volatility minimum | 36.60% | |||
Expected volatility maximum | 38.70% | |||
Risk-free interest rate minimum | 2.80% | 2.00% | ||
Risk-free interest rate maximum | 2.90% | 2.30% | ||
Dividend yield | 0.00% | 0.00% | ||
Black Scholes | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 23 days | |||
Expected volatility | 50.60% | |||
Risk-free interest rate | 1.90% | |||
Dividend yield | 0.00% | |||
Monte Carlo Simulation Model | Stock Options And Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 10 years | 10 years | ||
Expected volatility | 59.00% | 64.00% | ||
Expected volatility minimum | 60.00% | |||
Expected volatility maximum | 64.00% | |||
Risk-free interest rate | 2.80% | 2.60% | ||
Risk-free interest rate minimum | 2.60% | |||
Risk-free interest rate maximum | 2.90% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Minimum | Black Scholes | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 6 years | |||
Dividend yield | 0.00% | |||
Minimum | Monte Carlo Simulation Model | Stock Options And Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 9 years 7 months 6 days | |||
Dividend yield | 0.00% | |||
Maximum | Black Scholes | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 6 years 9 months 18 days | |||
Dividend yield | 0.00% | |||
Maximum | Monte Carlo Simulation Model | Stock Options And Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 10 years | |||
Dividend yield | 0.00% |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Restricted Stock Awards (Detail) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | ||||
Issued (in shares) | 5,996,000 | |||
Restricted Stock Awards | ||||
Shares | ||||
Unvested balance (in shares) | 0 | 0 | 1,127,000 | 110,000 |
Issued (in shares) | 982,301 | 982,000 | 1,064,000 | |
Vested (in shares) | (246,000) | (373,000) | (47,000) | |
Cancelled (in shares ) | (754,000) | |||
Unvested balance (in shares) | 736,000 | 0 | 1,127,000 | |
Weighted- Average Grant Date Fair Value | ||||
Unvested balance (in USD per share) | $ 0 | $ 0 | $ 1.83 | $ 0.91 |
Issued (in USD per share) | 9.76 | 1.88 | ||
Vested (in USD per share) | 9.76 | 1.73 | 0.83 | |
Cancelled (in USD per share) | 1.88 | |||
Unvested balance (in USD per share) | $ 9.76 | $ 0 | $ 1.83 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units (Detail) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Granted (in share) | 5,996 | ||
Restricted Stock Units, Performance RSUs and PSUs | |||
Shares | |||
Unvested balance (in shares) | 1,827 | ||
Granted (in share) | 3,907 | 1,830 | |
Vested (in shares) | (547) | ||
Forfeited (in shares) | (40) | (3) | |
Unvested balance (in shares) | 5,147 | 1,827 | |
Weighted- Average Grant Date Fair Value | |||
Unvested balance (in USD per share) | $ 6.42 | ||
Granted (in USD per share) | 11.71 | $ 6.40 | |
Vested (in USD per share) | 14.26 | ||
Forfeited (in USD per share) | 10.50 | 3.92 | |
Unvested balance (in USD per share) | $ 10.17 | $ 6.42 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 25,727 | $ 2,972 | $ 6,332 | $ 2,118 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 106 | 10 | 18 | |
Research and development expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 6,312 | 971 | 2,188 | 541 |
Sales and marketing expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,616 | 689 | 916 | 413 |
General and administrative expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 13,693 | $ 1,302 | $ 3,210 | $ 1,164 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Deductible loss and credit carryforwards [Line Items] | |||||
Provision for (benefit from) income taxes | $ (1,377) | $ 21 | $ 28 | $ (61) | |
Valuation allowance increase (decrease) | $ 19,000 | (1,400) | |||
Net operating loss carryforwards, expiration beginning year | 2028 | ||||
Tax credit carryforwards, research | $ 3,794 | 2,127 | |||
Tax credit carryforwards, research expiration beginning year | 2034 | ||||
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, amount | $ 9,700 | ||||
Effective income tax rate | 21.00% | 21.00% | 34.00% | ||
Domestic Tax Authority | |||||
Deductible loss and credit carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 122,800 | ||||
Tax credit carryforwards, research | 3,300 | ||||
State and Local Jurisdiction | |||||
Deductible loss and credit carryforwards [Line Items] | |||||
Net operating loss carryforwards | 63,700 | ||||
Tax credit carryforwards, research | $ 2,200 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before Income tax,Domestic | $ (33,422) | $ (16,939) | ||
Income (loss) before Income tax,Foreign | 68 | 20 | ||
Loss before provision for income taxes | $ (50,293) | $ (20,901) | (33,354) | (16,919) |
Current income tax expense, U.S. Federal | 0 | 0 | ||
Current income tax expense, State | 7 | 2 | ||
Current income tax expense, Foreign | 21 | 6 | ||
Total current income tax expense | 28 | 8 | ||
Deferred income tax expense(benefit), U.S. Federal | (61) | |||
Deferred income tax expense(benefit), State | (8) | |||
Deferred income tax expense(benefit), Foreign | 0 | 0 | ||
Total deferred income tax expense(benefit), | (1,396) | 0 | (69) | |
Total provision for (benefit from) income taxes | $ (1,377) | $ 21 | $ 28 | $ (61) |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Statutory Income Tax Rate Reconciliation (Detail) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Expected income tax benefit at the federal statutory rate | 21.00% | 21.00% | 34.00% |
State taxes, net of federal benefit | (0.01%) | 0.04% | |
Foreign income (losses) taxed at different rates | (0.11%) | ||
Research and development credit, net | 2.79% | 3.56% | |
Tax Cuts and Jobs Act revaluation | (57.00%) | ||
Non-deductible items | (0.53%) | (1.15%) | |
Stock-based compensation | 2.59% | 1.90% | |
Other | 0.76% | (0.85%) | |
Change in valuation allowance | (26.57%) | 19.86% | |
Total | (0.08%) | 0.36% |
Income Taxes - Components of th
Income Taxes - Components of the Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 31,508 | $ 15,307 |
Research and development tax credits | 3,794 | 2,127 |
Stock-based compensation | 2,055 | 585 |
Accruals and reserves | 1,009 | 405 |
Deferred revenue | 2,487 | 1,286 |
Other | 230 | 71 |
Gross deferred tax assets | 41,083 | 19,781 |
Valuation allowance | (38,310) | (19,302) |
Net deferred tax assets | 2,773 | 479 |
Deferred tax liabilities: | ||
Property and equipment | (1,313) | (436) |
Intangible assets | (1,460) | (43) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss and Credit Carryforwards (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deductible loss and credit carryforwards [Line Items] | ||
Total | $ 192,154 | $ 84,808 |
Internal Revenue Service (IRS) [Member] | ||
Deductible loss and credit carryforwards [Line Items] | ||
Net operating losses | 122,824 | 66,906 |
Tax credits | 3,312 | 2,070 |
California Tax Authority [Member] | ||
Deductible loss and credit carryforwards [Line Items] | ||
Net operating losses | 6,251 | 3,144 |
Other State [Member] | ||
Deductible loss and credit carryforwards [Line Items] | ||
Net operating losses | 57,494 | 11,396 |
State and Local Jurisdiction | ||
Deductible loss and credit carryforwards [Line Items] | ||
Net operating losses | 63,700 | |
Tax credits | $ 2,273 | $ 1,292 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized benefit-beginning of year | $ 1,235 | |
Gross increases-current year tax positions | 556 | $ 337 |
Gross increases-prior year tax positions | 898 | |
Decreases-prior year tax positions | 0 | 0 |
Unrecognized benefit-end of year | $ 1,791 | $ 1,235 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (48,916) | $ (20,922) | $ (33,382) | $ (16,858) |
Accretion of redeemable convertible preferred stock | (96) | (119) | (162) | (143) |
Net loss attributable to common stockholders | $ (49,012) | $ (21,041) | $ (33,544) | $ (17,001) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 36,636 | 16,328 | 16,573 | 14,442 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (1.34) | $ (1.29) | $ (2.02) | $ (1.18) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 21,305 | 78,697 | 76,971 | 63,500 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 0 | 58,615 | 58,615 | 45,960 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 15,003 | 18,491 | 17,571 | 15,628 |
Restricted Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 736 | 782 | 0 | 1,127 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 695 | 785 | 785 | 785 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 4,829 | 24 | 0 | 0 |
Employee Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 42 | 0 | 0 | 0 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Narrative (Detail) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 21,305,000 | 78,697,000 | 76,971,000 | 63,500,000 |
Performance-Based RSUs | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential outstanding shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 1,826,667 |
Net Loss Per Share Attributab_6
Net Loss Per Share Attributable to Common Stockholders - Schedule of unaudited pro forma basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders | $ (49,012) | $ (21,041) | $ (33,544) | $ (17,001) |
Reversal of accretion of redeemable convertible preferred stock | $ 96 | $ 119 | 162 | $ 143 |
Pro forma net loss attributable to common stockholders | $ (33,382) | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 36,636 | 16,328 | 16,573 | 14,442 |
Pro forma adjustment to reflect conversion of redeemable convertible preferred stock | 55,183 | |||
Pro forma adjustment to reflect vesting of Performance RSUs | 1 | |||
Weighted-average shares used in computing pro forma net loss per share, basic and diluted | 71,757 | |||
Pro forma net loss per share, basic and diluted | $ (0.47) |
Segment Information (Detail)
Segment Information (Detail) | 9 Months Ended |
Sep. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Shared Service Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees | $ 0 | $ 0 | $ 0.1 | $ 0.3 | ||
Salary Under Employment Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees | 0 | $ 0 | $ 100,000 | 200,000 | ||
Lease expiry term | 2024-12 | |||||
Sublease agreement expiration date | 2024-12 | |||||
Reimbursements cost of leasehold improvements | $ 200,000 | |||||
Sublease Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense | $ 100,000 | |||||
Shareholder | Sublease Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Sublease term | 5 years |
Employee Benefits (Detail)
Employee Benefits (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Discretionary contributions | $ 0 | $ 0 | |
Plan expenses | $ 800,000 |
Subsequent Events (Detail)
Subsequent Events (Detail) | Nov. 30, 2019USD ($)ft² | Jun. 27, 2019 | Feb. 28, 2019USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019shares | Jan. 31, 2019shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Subsequent Event [Line Items] | ||||||||||||
Cash consideration | $ 0 | $ 2,000,000 | $ 2,000,000 | $ 0 | ||||||||
Future lease obligations | 24,369,000 | $ 5,230,000 | ||||||||||
Number of awards granted | shares | 5,996,000 | |||||||||||
Line of credit facility, fair value of amount outstanding | $ 0 | |||||||||||
Performance-Based RSUs | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | shares | 3,261,427 | |||||||||||
Number of awards granted | shares | 1,830,000 | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | shares | 161,250 | |||||||||||
Number of awards granted | shares | 3,807,000 | |||||||||||
Restricted Stock Awards | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | shares | 982,301 | |||||||||||
Number of awards granted | shares | 982,301 | 982,000 | 1,064,000 | |||||||||
Plan modification incremental cost | $ 2,200,000 | |||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash consideration | $ 30,100,000 | |||||||||||
Stockholders' equity, reverse stock split description | 1-for-2 reverse stock split | |||||||||||
Stock split, conversion ratio | 0.5 | |||||||||||
Subsequent Event | Restricted Stock Awards | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of awards granted | shares | 982,301 | |||||||||||
Plan modification incremental cost | $ 2,200,000 | |||||||||||
Subsequent Event | Chicago Office | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Future lease obligations | 900,000 | |||||||||||
Sublease income | $ 200,000 | |||||||||||
Lease expiry term | 2024-12 | |||||||||||
Subsequent Event | Denver Office | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Area of office space | ft² | 6,800 | |||||||||||
Future lease obligations | $ 1,400,000 | |||||||||||
Lease term expiration date | Jan. 31, 2026 | |||||||||||
Subsequent Event | Revolving Credit Facility | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||||
Floating interest rate, maximum | 5.25% | |||||||||||
Loan maturity period | Jul. 31, 2022 | |||||||||||
Subsequent Event | Revolving Credit Facility | Prime Rate | Wall Street Journal | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Floating interest rate, maximum | 0.25% | |||||||||||
Maximum | Forecast | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment for Contingent Consideration Liability Upon Satisfying Future Milestone | $ 5,000,000 |