COVER PAGE
COVER PAGE - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38983 | |
Entity Registrant Name | Livongo Health, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-3542036 | |
Entity Address, Address Line One | 150 West Evelyn Avenue | |
Entity Address, Address Line Two | Suite 150 | |
Entity Address, City or Town | Mountain View | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94041 | |
City Area Code | 866 | |
Local Phone Number | 435-5643 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | LVGO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 94,482 | |
Entity Central Index Key | 0001639225 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 349,820 | $ 108,928 |
Short-term investment | 50,000 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $1,552 and $575 as of September 30, 2019 and December 31, 2018, respectively | 40,901 | 16,623 |
Inventories | 21,274 | 8,934 |
Deferred costs, current | 12,223 | 6,022 |
Prepaid expenses and other current assets | 9,350 | 4,935 |
Total current assets | 483,568 | 145,442 |
Property and equipment, net | 8,975 | 5,837 |
Restricted cash, noncurrent | 1,270 | 179 |
Goodwill | 35,794 | 15,709 |
Intangible assets, net | 17,165 | 5,154 |
Deferred costs, noncurrent | 4,586 | 2,447 |
Other noncurrent assets | 3,547 | 5,485 |
TOTAL ASSETS | 554,905 | 180,253 |
Current liabilities: | ||
Accounts payable | 7,636 | 6,377 |
Accrued expenses and other current liabilities | 28,803 | 16,152 |
Deferred revenue, current | 3,909 | 1,614 |
Advance payments from partner, current | 1,767 | 293 |
Total current liabilities | 42,115 | 24,436 |
Deferred revenue, noncurrent | 670 | 437 |
Advance payment from partner, noncurrent | 7,754 | 6,432 |
Other noncurrent liabilities | 3,040 | 3,825 |
TOTAL LIABILITIES | 53,579 | 35,130 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock, par value of $0.001 per share; zero and 58,615 shares authorized as of September 30, 2019 and December 31, 2018, respectively; zero and 58,615 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively; aggregate liquidation preference of zero and $237,650 as of September 30, 2019 and December 31, 2018, respectively | 0 | 236,929 |
Stockholders’ equity (deficit): | ||
Preferred stock, par value of $0.001 per share; 100,000 and zero shares authorized as of September 30, 2019 and December 31, 2018, respectively; zero shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock, par value of $0.001 per share; 900,000 and 99,250 shares authorized as of September 30, 2019 and December 31, 2018, respectively; 94,454 and 17,691 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 94 | 18 |
Additional paid-in capital | 663,761 | 21,789 |
Accumulated deficit | (162,529) | (113,613) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 501,326 | (91,806) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 554,905 | $ 180,253 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,552 | $ 575 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 58,615,000 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 58,615,000 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 58,615,000 |
Aggregate liquidation preference | $ 0 | $ 237,650 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 900,000,000 | 99,250,000 |
Common stock, shares issued (in shares) | 94,454,000 | 17,691,000 |
Common stock, shares outstanding (in shares) | 94,454,000 | 17,691,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 46,658 | $ 18,782 | $ 119,605 | $ 47,225 |
Cost of revenue | 12,199 | 5,558 | 35,222 | 13,371 |
Gross profit | 34,459 | 13,224 | 84,383 | 33,854 |
Operating expenses: | ||||
Research and development | 17,794 | 6,804 | 37,079 | 16,485 |
Sales and marketing | 23,543 | 11,026 | 56,644 | 24,392 |
General and administrative | 14,182 | 6,408 | 41,998 | 14,848 |
Change in fair value of contingent consideration | 55 | 0 | 1,011 | 0 |
Total operating expenses | 55,574 | 24,238 | 136,732 | 55,725 |
Loss from operations | (21,115) | (11,014) | (52,349) | (21,871) |
Other income, net | 1,409 | 505 | 2,056 | 970 |
Loss before provision for income taxes | (19,706) | (10,509) | (50,293) | (20,901) |
Provision for (benefit from) income taxes | 6 | 7 | (1,377) | 21 |
Net loss | (19,712) | (10,516) | (48,916) | (20,922) |
Accretion of redeemable convertible preferred stock | (13) | (42) | (96) | (119) |
Net loss attributable to common stockholders | $ (19,725) | $ (10,558) | $ (49,012) | $ (21,041) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.27) | $ (0.64) | $ (1.34) | $ (1.29) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 72,197 | 16,538 | 36,636 | 16,328 |
CONDENSED CONSOLIDATED STATEM_2
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, 2017 | 45,960,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Dec. 31, 2017 | $ 132,017 | |||||||||
Temporary Equity | ||||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs (in shares) | 12,655,000 | |||||||||
Issuance of Series E redeemable convertible preferred stock, net of issuance costs | $ 104,750 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ 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 | |||||||||
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 | (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 Jun. 30, 2018 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Jun. 30, 2018 | $ 236,844 | |||||||||
Temporary Equity | ||||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ 42 | |||||||||
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 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Jun. 30, 2018 | 17,411,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Jun. 30, 2018 | (74,898) | $ 17 | 15,722 | (90,637) | ||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | (42) | (42) | ||||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 142,000 | |||||||||
Issuance of common stock upon exercise of stock options | 137 | $ 1 | 136 | |||||||
Stock-based compensation expense | 1,299 | 1,299 | ||||||||
Net loss | (10,516) | (10,516) | ||||||||
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, 2018 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Dec. 31, 2018 | $ 236,929 | |||||||||
Temporary Equity | ||||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ 96 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO (in shares) | (58,615,000) | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ (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 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Dec. 31, 2018 | 17,691,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Dec. 31, 2018 | (91,806) | $ 18 | 21,789 | (113,613) | ||||||
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 upon IPO | $ 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 | $ 0 | $ 1 | $ (1) | $ 0 | $ 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) | ||||||
Redeemable convertible preferred stock, shares outstanding at of beginning period (in shares) at Jun. 30, 2019 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Jun. 30, 2019 | $ 237,012 | |||||||||
Redeemable convertible preferred stock, shares outstanding at end of period (in shares) at Jul. 31, 2019 | 58,615,488 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Jun. 30, 2019 | 20,890,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Jun. 30, 2019 | $ (109,470) | $ 21 | 33,326 | (142,817) | ||||||
Redeemable convertible preferred stock, shares outstanding at of beginning period (in shares) at Jun. 30, 2019 | 58,615,000 | |||||||||
Redeemable convertible preferred stock, outstanding at beginning of period at Jun. 30, 2019 | $ 237,012 | |||||||||
Temporary Equity | ||||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ 13 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO (in shares) | (58,615,000) | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | $ (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 | |||||||||
Common stock, shares outstanding at beginning of period (in shares) at Jun. 30, 2019 | 20,890,000 | |||||||||
Stockholders' equity (deficit) at beginning of period at Jun. 30, 2019 | (109,470) | $ 21 | 33,326 | (142,817) | ||||||
Stockholders' Equity | ||||||||||
Accretion of redeemable convertible preferred stock | (13) | (13) | ||||||||
Stock converted (in shares) | 58,615,000 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon IPO | 237,025 | $ 59 | 236,966 | |||||||
Issuance of common stock upon exercise of stock options, net (in shares) | 231,000 | |||||||||
Issuance of common stock upon exercise of stock options | 516 | 516 | ||||||||
Issuance of stock awards (in shares) | 56,000 | |||||||||
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 | 15,725 | 15,725 | ||||||||
Net loss | (19,712) | (19,712) | ||||||||
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_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 104,750 |
Price per share of preferred stock (in dollars per share) | $ / shares | $ 4.1484 |
Issuance costs | $ 251 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (19,712) | $ (10,516) | $ (48,916) | $ (20,922) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization expense | 900 | 300 | 2,312 | 810 | |
Amortization of intangible assets | 696 | 196 | 1,889 | 368 | |
Change in fair value of contingent consideration | 55 | 0 | 1,011 | 0 | |
Allowance for doubtful accounts | 501 | 64 | |||
Stock-based compensation expense | 25,727 | 2,972 | |||
Deferred income taxes | (1,396) | 0 | |||
Changes in operating assets and liabilities, net of impact of acquisitions: | |||||
Accounts receivable, net | (23,441) | (7,499) | |||
Inventories | (12,340) | (700) | |||
Deferred costs | (8,340) | (3,153) | |||
Prepaid expenses and other assets | (4,052) | (422) | |||
Accounts payable | 1,041 | 1,648 | |||
Accrued expenses and other liabilities | 6,547 | 5,072 | |||
Deferred revenue | 1,128 | 419 | |||
Advance payments from partner | 2,796 | (174) | |||
Net cash used in operating activities | (55,533) | (21,517) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchases of property and equipment | (1,334) | (625) | |||
Capitalized internal-use software costs | (3,558) | (2,323) | |||
Purchase of short-term investment | (50,000) | 0 | |||
Acquisitions, net of cash acquired | (27,435) | (12,268) | |||
Escrow deposit | 434 | (7,000) | |||
Net cash used in investing activities | (81,893) | (22,216) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of common stock upon initial public offering, net of issuance costs | 377,953 | 0 | |||
Proceeds from exercise of stock options, net of repurchases | 1,959 | 412 | |||
Proceeds from exercise of common stock warrants | 100 | 60 | 0 | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 104,750 | |||
Payment of deferred purchase consideration | 0 | (2,000) | |||
Taxes paid related to net share settlement of equity awards | (563) | 0 | |||
Net cash provided by financing activities | 379,409 | 103,162 | |||
Net increase in cash, cash equivalents, and restricted cash | 241,983 | 59,429 | |||
Cash, cash equivalents, and restricted cash, beginning of period | 109,107 | 61,523 | $ 61,523 | ||
Cash, cash equivalents, and restricted cash, end of period | 351,090 | 120,952 | 351,090 | 120,952 | 109,107 |
Reconciliation of cash, cash equivalents, and restricted cash: | |||||
Cash and cash equivalents | 349,820 | 120,672 | 349,820 | 120,672 | 108,928 |
Restricted cash | 1,270 | 280 | 1,270 | 280 | $ 179 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Accretion of redeemable convertible preferred stock | $ 13 | $ 42 | 96 | 119 | |
Purchases of property and equipment included in accounts payable and accrued liabilities | 363 | 19 | |||
Capitalized internal-use software costs in accounts payable and accrued liabilities | (95) | 110 | |||
Retrofit | |||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Contingent consideration liability | 1,316 | 6,204 | |||
myStrength | |||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Contingent consideration liability | 3,300 | 0 | |||
Unpaid working capital adjustment related to myStrength acquisition | 119 | 0 | |||
Common Stock | |||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Unpaid offering costs | $ 195 | $ 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 | 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. Initial Public Offering 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 costs. Upon completion of the IPO, these deferred offering costs were reclassified to stockholders’ equity and recorded against the proceeds from the offering. Immediately prior to the closing of the IPO, all 58,615,488 shares of our then-outstanding redeemable convertible preferred stock automatically converted into 58,615,488 shares of common stock at their respective conversion ratios and we reclassified $236.9 million of redeemable convertible preferred stock to additional paid-in capital and $0.1 million to common stock on our condensed consolidated balance sheet. Reverse Stock Split In June 2019, our board of directors and stockholders approved a 1-for-2 reverse stock split of our common stock and redeemable convertible preferred stock, which was effected on June 27, 2019 pursuant to an amendment to our amended and restated certificate of incorporation. The par value of the common stock and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All references to redeemable convertible preferred stock, common stock, options to purchase common stock, restricted stock awards, restricted stock units, common stock warrants, per share data, and related information included in this Quarterly Report on Form 10-Q have been adjusted to reflect this reverse stock split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The condensed 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. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim condensed consolidated balance sheets as of September 30, 2019 , the interim condensed consolidated statements of operations and the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018 , and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited. These interim condensed 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 , the results of our operations for the three and nine months ended September 30, 2019 and 2018 and result of our cash flows for the nine months ended September 30, 2019 and 2018 . The financial data and other financial information disclosure in the notes to these interim condensed consolidated financial statements related to the three and nine months periods are also unaudited. The results for the three and 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. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the final prospectus for our IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-232412) on July 25, 2019. Comprehensive Loss For the three and nine months ended September 30, 2019 and 2018 , there was no difference between comprehensive loss and net loss. 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. Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, certificate of deposit, 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 short-term investment in a 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, investments and restricted cash 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 material 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 that represented 10% or more of our accounts receivable balance or revenue during the periods presented, revenue as a percentage of total revenue and accounts receivable as a percentage of net accounts receivable were as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 (unaudited) Partner A 30 % 32 % 28 % 33 % 29 % 28 % Partner B 22 % * 23 % * 25 % 13 % _________________ * 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. Recent Accounting Pronouncements Adopted Comprehensive Income : In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This ASU becomes effective for us for the year ending December 31, 2019 and the interim periods therein. Early adoption is permitted. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. New Accounting Pronouncements Not Yet Adopted Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements , which affect certain aspects of the previously issued guidance. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) , which provides guidance on sales tax and other taxes collected from lessees. In September 2019 , the FASB issued ASU No. 2019-01, Codification Improvements to Topic 842, Leases , which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. This ASU is effective for us for the year ending December 31, 2020 and interim periods within the year ending December 31, 2021. Early adoption is permitted. We are currently evaluating adoption methods and whether this ASU will have a material impact on our consolidated financial statements. Stock-Based Compensation: In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting . The standard simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns most of the guidance on such payments to the nonemployees with the requirements for share-based payments granted to employees. ASU No. 2018-07 is effective for us for the year ending December 15, 2020, and interim periods within the year ending December 31, 2021. Early adoption is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements. Internal Use Software : In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software. This ASU is effective for us for the year ending December 31, 2021, and interim periods within the year ending December 31, 2022. Early adoption is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements. Revenue Recognition: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which amends the existing accounting standards for revenue recognition. ASU No. 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU No. 2014-09 will be effective for us for our annual results for the year ending December 31, 2019 , and our interim periods beginning after December 31, 2019 . Subsequently, the FASB has issued the following standards related to ASU No. 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606 , which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. 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 platform, and clinical and data services. The promises to transfer the goods and services are not separately identifiable in accordance with ASC 606-10-25-19b, evidenced by the fact that we provide a significant service of integrating the goods and services provided by us (i.e., inputs) into a combined output (i.e., member behavior modifications) that result in the fulfillment of our promise to our customers. We are currently finalizing our assessment of the full accounting impact of the standard; however, we have identified that treatment of variable consideration will be impacted by our adoption. Additionally, incremental costs of obtaining a contract will be recognized as assets to the extent the period of benefit is greater than one year. We continue to evaluate the effect that the standard will have on our consolidated financial statements, including disclosures, and preliminary assessments are subject to change. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 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 consideration of $7.0 million held by a third-party escrow agent to be released to the former stockholders of Retrofit contingent upon achieving future qualified member targets as determined on December 31, 2018 , 2019 , and 2020 (the “Retrofit Contingent Consideration”). We recorded a corresponding escrow asset of $7.0 million on our consolidated balance sheet. We estimated the fair value of the Retrofit Contingent Consideration to be $6.2 million as of the acquisition date using a Monte Carlo simulation model, which together with the cash consideration resulted in total purchase consideration of $18.6 million . The Retrofit Contingent Consideration is subject to remeasurement at each reporting date until the payments are released from escrow, with the remeasurement adjustment reported in our consolidated statements of operations. On December 31, 2018 , we subsequently reduced the fair value of the Retrofit Contingent Consideration to $5.0 million , with the change in fair value of $1.2 million recorded in our condensed consolidated statements of operations. During each of the three and nine months ended September 30, 2019 , the fair value of the Retrofit Contingent Consideration was reduced and we recorded a benefit of $0.3 million and $0.6 million , respectively, within the change in fair value of contingent consideration on our condensed consolidated statement of operations. In April 2019, we released $1.8 million from the escrow deposit, of which $1.3 million was paid to the former stockholders of Retrofit. As of September 30, 2019 , the remaining Retrofit Contingent Consideration was $3.1 million . Additionally, we recognized $0.3 million of acquisition-related costs as general and administrative expense in our condensed consolidated statements of operations during the nine months ended September 30, 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 income of Retrofit for the three and nine months ended September 30, 2019 were included in our condensed consolidated statement of operations. Revenue and net loss of Retrofit of $1.1 million and $1.0 million for the three months ended September 30, 2018, respectively, and $2.2 million and $1.8 million for the nine months ended September 30, 2018, respectively, were included in our condensed consolidated statement of operations. 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 annual reporting period prior to the acquisition. 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. Nine Months Ended September 30, 2018 (in thousands) Revenue $ 48,733 Net loss $ (22,499 ) 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 consideration up to $5.0 million contingent upon satisfying future milestones for the year ending December 31, 2019 (the “myStrength Contingent Consideration”). We estimated the fair value of the myStrength Contingent Consideration to be $3.3 million as of the acquisition date using a Monte Carlo simulation model, which together with the cash consideration, resulted in total purchase consideration of $33.5 million . The myStrength Contingent Consideration is subject to remeasurement at each reporting date until the payments are made, with the remeasurement adjustment reported in our consolidated statements of operations. On September 30, 2019 , we increased the fair value of the myStrength Contingent Consideration to $4.9 million and recorded an expense of $0.4 million and $1.6 million for the three and nine months ended September 30, 2019 , respectively, in our condensed consolidated statements of operations. The purchase consideration of $33.5 million was allocated as follows: Amount (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 the identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (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 nine months ended September 30, 2019 , we incurred a total of $0.3 million 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 of $1.9 million and $0.4 million , respectively, for the three months ended September 30, 2019 , were included in our condensed consolidated statement of operations. Revenue and net loss of myStrength of $4.7 million and $1.0 million , respectively, for the nine months ended September 30, 2019 , were included in our condensed consolidated statement of operations. 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 September 30, 2019 2018 (in thousands) Revenue $ 120,202 $ 50,034 Net loss $ (47,580 ) $ (25,219 ) |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories Inventories of $21.3 million and $8.9 million , as of September 30, 2019 and December 31, 2018 , respectively, consisted of finished goods. Property and Equipment, Net Property and equipment consisted of the following: September 30, December 31, 2019 2018 (in thousands) Computer, equipment and software $ 1,961 $ 652 Furniture and fixtures 922 730 Capitalized internal-use software 9,293 5,653 Leasehold improvements 886 585 Property and equipment 13,062 7,620 Less: accumulated depreciation (4,087 ) (1,783 ) Property and equipment, net $ 8,975 $ 5,837 Depreciation and amortization expense was $0.9 million and $0.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.3 million and $0.8 million for the nine months ended September 30, 2019 and 2018 , respectively. Intangible Assets, Net Intangible assets consisted of the following as of September 30, 2019 : 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 name 448 (88 ) 360 4.2 Total $ 19,658 $ (2,493 ) $ 17,165 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 Amortization expense for intangible assets for three and nine months ended September 30, 2019 and 2018 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Customer relationships $ 251 $ 98 $ 669 $ 179 Developed technology 420 92 1,149 178 Trade names 25 6 71 11 Total $ 696 $ 196 $ 1,889 $ 368 The expected future amortization expense related to intangible assets as of September 30, 2019 was as follows: Amount (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: Amount (in thousands) Beginning balance as of December 31, 2018 $ 15,709 Goodwill acquired (Note 3) 20,085 Ending balance as of September 30, 2019 $ 35,794 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2019 2018 (in thousands) Prepaid expenses $ 5,981 $ 2,084 Escrow deposit, current 2,100 1,750 Interest receivable 652 — Prepaid rent 339 227 Short-term deposits 180 718 Other current assets 98 156 Total $ 9,350 $ 4,935 Other Noncurrent Assets Other noncurrent assets consisted of the following: September 30, December 31, 2019 2018 (in thousands) Escrow deposit, noncurrent $ 3,150 $ 5,250 Other 397 235 Total $ 3,547 $ 5,485 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2019 2018 (in thousands) Accrued bonus $ 6,671 $ 5,857 Vendor accruals 5,337 1,574 Contingent consideration, current 5,336 1,316 Accrued commissions 2,639 1,470 Accrued payroll and employee benefits 2,214 1,447 Accrued sales and use taxes 2,003 1,887 Accrued rebates 1,485 609 Contribution to ESPP withheld 880 — Accrued professional services 582 295 Other accrued expenses 1,656 1,697 Total $ 28,803 $ 16,152 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table sets forth the fair value of our financial assets and liabilities by level within the fair value hierarchy: September 30, 2019 Level 1 Level 2 Level 3 Fair Value (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 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 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): September 30, 2019 Adjusted Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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 December 31, 2018 Adjusted Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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 Contingent Consideration Liability In connection with the Retrofit Acquisition in April 2018, we recorded a contingent consideration liability, which is 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. See Note 3 for further discussion. The following table sets forth the changes in our Level 3 financial liability during the nine months ended September 30, 2019 : Nine Months Ended September 30, 2019 2018 (in thousands) 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 — Payment related to Retrofit contingent consideration (1,316 ) — Ending balance $ 7,999 $ 6,204 |
Revolving Loans
Revolving Loans | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Loans | Revolving Loans 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. Fees incurred under the revolving loan facility during the three and nine months ended September 30, 2019 were not material. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 September 30, 2019 , our net minimum payments under the noncancelable operating leases are as follows: 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 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 Total rent expense paid to third parties was $0.8 million and $0.4 million during the three months ended September 30, 2019 and 2018 , respectively, and $2.0 million and $1.2 million during the nine months ended September 30, 2019 and 2018 , respectively. In February 2019 , we entered into sublease arrangements, as a sublessor, with a stockholder for space for our Chicago, Illinois office. See further discussion in Note 14. Rent expense incurred for sublease arrangements for the nine months ended September 30, 2019 was $0.1 million , and was not material for the three months ended September 30, 2019 and 2018, and the nine months ended September 30, 2018 . In June 2019, we entered into an amendment to the lease agreement for our Mountain View office. The amendment makes changes to the original lease including (i) the addition of approximately 16,100 square feet of office space and (ii) an extension of our current lease term. The total future lease obligation is $11.3 million over the new lease term from July 2019 through January 2024. In August 2019, we executed a lease amendment for office space from which our Chicago office operates. The total future lease obligation is approximately $8.4 million . The associated lease term ends in December 2026. 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 record 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 September 30, 2019 , and December 31, 2018 . 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
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Redeemable Convertible Preferred Stock 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 basis and their carrying value, totaling $237.0 million , inclusive of accretion of redeemable convertible preferred stock, was reclassified into stockholders’ equity on our condensed consolidated balance sheet. We recognized accretion to the redemption price of our redeemable convertible preferred stock of less than $0.1 million for each of the three months ended September 30, 2019 and 2018 ; and $0.1 million for each of the nine months ended September 30, 2019 and 2018 , respectively. Accretion is recognized as a reduction of additional paid-in capital with a corresponding increase to the carrying value of our redeemable convertible preferred stock. Upon completion of the IPO, the accretion rights of our redeemable convertible preferred stock were terminated. 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. Common Stock In July 2019, upon completion of our IPO, 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 September 30, 2019 and December 31, 2018 , we reserved shares of common stock, on an as-if-converted basis, for future issuance as follows: September 30, December 31, 2019 2018 (in thousands) Redeemable convertible preferred stock — 58,615 Outstanding warrants to purchase common stock 695 785 Outstanding options to purchase common stock 15,003 17,571 Outstanding restricted stock units 5,147 1,827 Restricted stock awards subject to repurchase 736 — Estimated shares for future ESPP purchase 890 — Available for future issuance under 2019 Plan 8,007 1,741 Total 30,478 80,539 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 warrants outstanding as of 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 Common stock warrants covering 90,277 shares of common stock were exercised during the three and nine months ended September 30, 2019 for proceeds of approximately $0.1 million . Warrant activities during the nine months ended September 30, 2019 are: Outstanding Shares Weighted Average Exercise Price (in thousands, except per share data) December 31, 2018 785 $ 2.09 Exercised (90 ) 0.66 September 30, 2019 695 $ 2.28 |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock Warrants | Stockholders’ Equity Redeemable Convertible Preferred Stock 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 basis and their carrying value, totaling $237.0 million , inclusive of accretion of redeemable convertible preferred stock, was reclassified into stockholders’ equity on our condensed consolidated balance sheet. We recognized accretion to the redemption price of our redeemable convertible preferred stock of less than $0.1 million for each of the three months ended September 30, 2019 and 2018 ; and $0.1 million for each of the nine months ended September 30, 2019 and 2018 , respectively. Accretion is recognized as a reduction of additional paid-in capital with a corresponding increase to the carrying value of our redeemable convertible preferred stock. Upon completion of the IPO, the accretion rights of our redeemable convertible preferred stock were terminated. 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. Common Stock In July 2019, upon completion of our IPO, 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 September 30, 2019 and December 31, 2018 , we reserved shares of common stock, on an as-if-converted basis, for future issuance as follows: September 30, December 31, 2019 2018 (in thousands) Redeemable convertible preferred stock — 58,615 Outstanding warrants to purchase common stock 695 785 Outstanding options to purchase common stock 15,003 17,571 Outstanding restricted stock units 5,147 1,827 Restricted stock awards subject to repurchase 736 — Estimated shares for future ESPP purchase 890 — Available for future issuance under 2019 Plan 8,007 1,741 Total 30,478 80,539 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 warrants outstanding as of 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 Common stock warrants covering 90,277 shares of common stock were exercised during the three and nine months ended September 30, 2019 for proceeds of approximately $0.1 million . Warrant activities during the nine months ended September 30, 2019 are: Outstanding Shares Weighted Average Exercise Price (in thousands, except per share data) December 31, 2018 785 $ 2.09 Exercised (90 ) 0.66 September 30, 2019 695 $ 2.28 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 on a monthly basis 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 and years) Balance as of December 31, 2018 1,741 17,571 $ 1.80 7.7 $ 89,990 Shares authorized 10,504 — Exercised — (1,957 ) $ 9.42 Forfeited/cancelled 611 (611 ) $ 3.29 Restricted stock awards granted (982 ) — Restricted stock units and Performance RSUs granted (3,807 ) — Performance stock units (PSUs) granted (100 ) — Performance RSUs forfeited 28 — Performance stock units forfeited 12 — Balance as of September 30, 2019 8,007 15,003 $ 1.84 7.0 $ 234,025 Vested and exercisable as of September 30, 2019 9,834 $ 1.37 6.4 $ 158,029 The aggregate intrinsic value of stock option awards exercised was $5.1 million and $0.4 million for the three months ended September 30, 2019 and 2018 , respectively, and $33.2 million and $1.6 million for the nine months ended September 30, 2019 and 2018 , respectively. Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock on the date of exercise. The weighted-average grant date fair value of stock options granted to employees during each of the three and nine months ended September 30, 2018 was $1.70 per share. No options were granted during the three and nine months ended September 30, 2019 . As of September 30, 2019 , total unrecognized compensation expense related to unvested stock options, Performance RSUs and restricted stock units granted to employees was $40.0 million , which is expected to be recognized over a weighted-average period of 3.2 years . Options and Restricted Stock Units with Service- and Market-Based Vesting Conditions In January 2018 and June 2018, we granted stock options covering a total of 1,402,820 shares with a combination of service- and market-based vesting conditions to an executive, of which stock options covering a total of 196,460 shares were subsequently canceled in March 2019. In January 2019, we granted restricted stock units covering a total of 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 conditions are satisfied upon reaching certain equity valuation milestones based on a third-party valuation or total market capitalization following our IPO. 25% of these option grants and restricted stock units are scheduled to vest on the later of (i) one-year anniversary from the grant date or (ii) the satisfaction of the market-based vesting condition, and continued service with us through the vesting date, while the remaining options and restricted stock units are scheduled to vest in equal monthly installments over the next 36 months subject to satisfaction of the market-based vesting condition, and continued service with us through the vesting date. 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 is recognized assuming the requisite service period is rendered and is not adjusted based on the actual number of shares subject to the 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 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. We recognized stock-based compensation expense of $0.2 million and $0.2 million for the three months ended September 30, 2019 and 2018 , respectively, and $0.6 million and $0.3 million for the nine months ended September 30, 2019 and 2018 , respectively, in connection with these service- and market-based grants. Additionally, we recognized stock-based compensation expense of $0.2 million related to the canceled market-based options for the nine months ended September 30, 2019 . The unrecognized stock-based compensation expense for market-based awards as of September 30, 2019 was $1.9 million , which is expected to be recognized over a weighted-average period of 2.9 years . Restricted Stock Awards Shares Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested balance, December 31, 2018 — $ — Issued 982 $ 9.76 Vested (246 ) $ 9.76 Unvested balance, September 30, 2019 736 $ 9.76 In March 2019, we issued a restricted stock award covering 982,301 shares of our common stock to an executive with a grant date fair value of $9.6 million . We recognized stock-based compensation expense of $0.5 million and $0.2 million for the three months ended September 30, 2019 and 2018 , respectively, and $3.6 million and $0.5 million for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , 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 Restricted Weighted- (in thousands, except per Balance as of December 31, 2018 1,827 $ 6.42 Granted 3,907 $ 11.71 Released (547 ) $ 14.26 Forfeited (40 ) $ 10.50 Balance as of September 30, 2019 5,147 $ 10.17 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 anniversary of the award and the remainder vesting monthly over the next 36 months , or (ii) over four years with 1/48 vesting on the one-month anniversary of the award, and remainder vesting monthly over the next 47 months , subject to the grantee’s continued service with us through the vesting dates. The performance-based vesting condition is satisfied upon the earlier of (i) a change in control where the consideration paid to our equity security holders is cash, publicly traded stock, or a combination of both, or (ii) six months and one day following our IPO. The satisfaction of the performance-based vesting condition became probable upon the completion of our IPO in July 2019, at which point we recorded cumulative stock-based compensation expense of $11.9 million using the accelerated attribution method. 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. During the three months and nine months ended September 30, 2019 , $13.0 million stock-based compensation expense related to performance RSUs and RSUs was recognized in our condensed consolidated statement of operations. In January 2019, we granted restricted stock units covering 982,301 shares to an executive that contain only service-based vesting conditions over a four year period and recognized stock-based compensation expense of $0.5 million and $1.3 million , respectively, during the three and nine months ended September 30, 2019 . In addition, we granted restricted stock units covering 491,151 shares that immediately vested on the grant date and recognized $3.8 million of stock-based compensation expense in our condensed consolidated statements of operations for the nine months ended September 30, 2019 . During the nine months ended September 30, 2019 , 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 three and nine months ended September 30, 2019 . 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, no shares of common stock have been purchased under our ESPP. During the three and nine months ended September 30, 2019, we recognized $0.3 million stock-based compensation expense related to our ESPP in our condensed consolidated statement of operations. As of September 2019, 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 Expected term (years) 0.77 Expected volatility 50.6 % Risk-free interest rate 1.9 % Dividend yield — % Award Modifications In 2018, our board of directors approved modifications to three outstanding restricted stock awards granted under the 2014 Plan, one held by a former employee providing services to us as of that date and the other two held by employees. One modification was to immediately vest 23,363 shares subject to restricted stock awards held by the former employee 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 nine months ended September 30, 2018 . The other two modifications were related to the cancellation of 753,546 shares subject to restricted stock awards and the grant of Performance RSUs covering 376,772 shares. Prior to the performance-based vesting condition for these Performance RSUs that was satisfied upon our IPO, we recognized stock-based compensation expense based on the remaining amount stock-based compensation expense measured for the 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 condensed consolidated statement of operations. As of September 30, 2019, 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 in our condensed consolidated statement of operations on the modification date. Stock-Based Compensation Expense Stock-based compensation expense in the consolidated statements of operations is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Cost of revenue $ 94 $ 6 $ 106 $ 10 Research and development expenses 5,460 381 6,312 971 Sales and marketing expenses 5,172 205 5,616 689 General and administrative expenses 4,854 689 13,693 1,302 Total stock-based compensation expense $ 15,580 $ 1,281 $ 25,727 $ 2,972 Stock-based compensation costs related to capitalized internal-use software during each of the three and nine months ended September 30, 2019 was $0.1 million and $0.2 million , respectively, and was less than $0.1 million |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded an income tax benefit of $1.4 million for the nine months ended September 30, 2019 , primarily due to the state and foreign income tax expense and federal and state tax benefit related to release of the valuation allowance upon acquiring deferred tax liabilities in connection with the myStrength acquisition. The deferred tax liability provided an additional source of taxable income to support the realizability of pre-existing deferred income tax assets. The income tax provision for the three months ended September 30, 2019 and the three and nine months ended September 30, 2018 |
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 | 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: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands, except per share data) Net loss $ (19,712 ) $ (10,516 ) $ (48,916 ) $ (20,922 ) Accretion of redeemable convertible preferred stock (13 ) (42 ) (96 ) (119 ) Net loss attributable to common stockholders $ (19,725 ) $ (10,558 ) $ (49,012 ) $ (21,041 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 72,197 16,538 36,636 16,328 Net loss per share attributable to common stockholders, basic and diluted $ (0.27 ) $ (0.64 ) $ (1.34 ) $ (1.29 ) 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: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Redeemable convertible preferred stock — 58,615 — 58,615 Stock options 15,003 18,491 15,003 18,491 Restricted stock awards subject to repurchase 736 782 736 782 Common stock warrants 695 785 695 785 Restricted stock units 4,829 24 4,829 24 ESPP obligations 42 — 42 — Total 21,305 78,697 21,305 78,697 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 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 September 30, 2019 , 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 | Related Party Transactions During the three and nine months ended September 30, 2018 , we paid immaterial shared service fees related to financial, legal, and administrative support to a stockholder pursuant to a shared services agreement. No such fees were paid under this arrangement during the three and nine months ended September 30, 2019 . We had an employment arrangement with a managing partner of a stockholder. Salary paid under the employment agreement for three and nine months ended September 30, 2018 was not material. No such fees were paid during the three and nine months ended September 30, 2019 . 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. In March 2017, the master lease agreement was transferred to us and the stockholder subleased from us. Sublease income recorded for this sublease for the three and nine months ended September 30, 2019 and 2018 was not material. 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 three and nine months ended September 30, 2019 |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 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 three and nine months ended September 30, 2018 . During the three and nine months ended September 30, 2019 , we recorded expense of $0.1 million and $0.8 million , respectively, related to our 401(k) plan. |
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 condensed 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. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim condensed consolidated balance sheets as of September 30, 2019 , the interim condensed consolidated statements of operations and the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018 , and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited. These interim condensed 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 , the results of our operations for the three and nine months ended September 30, 2019 and 2018 and result of our cash flows for the nine months ended September 30, 2019 and 2018 . The financial data and other financial information disclosure in the notes to these interim condensed consolidated financial statements related to the three and nine months periods are also unaudited. The results for the three and 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. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the final prospectus for our IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-232412) on July 25, 2019. |
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. |
Concentration of Risk | 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. Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, certificate of deposit, 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 short-term investment in a 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, investments and restricted cash 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 material credit losses from our accounts receivable. |
Recent Accounting Pronouncements Adopted and New Account Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted Comprehensive Income : In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This ASU becomes effective for us for the year ending December 31, 2019 and the interim periods therein. Early adoption is permitted. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. New Accounting Pronouncements Not Yet Adopted Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements , which affect certain aspects of the previously issued guidance. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) , which provides guidance on sales tax and other taxes collected from lessees. In September 2019 , the FASB issued ASU No. 2019-01, Codification Improvements to Topic 842, Leases , which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. This ASU is effective for us for the year ending December 31, 2020 and interim periods within the year ending December 31, 2021. Early adoption is permitted. We are currently evaluating adoption methods and whether this ASU will have a material impact on our consolidated financial statements. Stock-Based Compensation: In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting . The standard simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns most of the guidance on such payments to the nonemployees with the requirements for share-based payments granted to employees. ASU No. 2018-07 is effective for us for the year ending December 15, 2020, and interim periods within the year ending December 31, 2021. Early adoption is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements. Internal Use Software : In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software. This ASU is effective for us for the year ending December 31, 2021, and interim periods within the year ending December 31, 2022. Early adoption is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements. Revenue Recognition: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which amends the existing accounting standards for revenue recognition. ASU No. 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU No. 2014-09 will be effective for us for our annual results for the year ending December 31, 2019 , and our interim periods beginning after December 31, 2019 . Subsequently, the FASB has issued the following standards related to ASU No. 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606 , which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. 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 platform, and clinical and data services. The promises to transfer the goods and services are not separately identifiable in accordance with ASC 606-10-25-19b, evidenced by the fact that we provide a significant service of integrating the goods and services provided by us (i.e., inputs) into a combined output (i.e., member behavior modifications) that result in the fulfillment of our promise to our customers. We are currently finalizing our assessment of the full accounting impact of the standard; however, we have identified that treatment of variable consideration will be impacted by our adoption. Additionally, incremental costs of obtaining a contract will be recognized as assets to the extent the period of benefit is greater than one year. We continue to evaluate the effect that the standard will have on our consolidated financial statements, including disclosures, and preliminary assessments are subject to change. |
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 that represented 10% or more of our accounts receivable balance or revenue during the periods presented, revenue as a percentage of total revenue and accounts receivable as a percentage of net accounts receivable were as follows: Revenue Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 (unaudited) Partner A 30 % 32 % 28 % 33 % 29 % 28 % Partner B 22 % * 23 % * 25 % 13 % _________________ * Less than 10% of total revenue or net accounts receivable |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Consideration | 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 (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 the identifiable intangible assets acquired and their estimated useful lives as of the acquisition date: Cost Useful Life (in thousands) (years) Customer relationships $ 4,300 7.0 Developed technology 9,200 7.0 Trade name 400 5.0 Total $ 13,900 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 |
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 annual reporting period prior to the acquisition. 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. Nine Months Ended September 30, 2018 (in thousands) Revenue $ 48,733 Net loss $ (22,499 ) 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 September 30, 2019 2018 (in thousands) Revenue $ 120,202 $ 50,034 Net loss $ (47,580 ) $ (25,219 ) |
Balance Sheet Components - (Ta
Balance Sheet Components - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: September 30, December 31, 2019 2018 (in thousands) Computer, equipment and software $ 1,961 $ 652 Furniture and fixtures 922 730 Capitalized internal-use software 9,293 5,653 Leasehold improvements 886 585 Property and equipment 13,062 7,620 Less: accumulated depreciation (4,087 ) (1,783 ) Property and equipment, net $ 8,975 $ 5,837 |
Schedule of Intangible Assets, Net | Intangible assets consisted of the following as of September 30, 2019 : 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 name 448 (88 ) 360 4.2 Total $ 19,658 $ (2,493 ) $ 17,165 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 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense for intangible assets for three and nine months ended September 30, 2019 and 2018 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Customer relationships $ 251 $ 98 $ 669 $ 179 Developed technology 420 92 1,149 178 Trade names 25 6 71 11 Total $ 696 $ 196 $ 1,889 $ 368 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization expense related to intangible assets as of September 30, 2019 was as follows: Amount (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: Amount (in thousands) Beginning balance as of December 31, 2018 $ 15,709 Goodwill acquired (Note 3) 20,085 Ending balance as of September 30, 2019 $ 35,794 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2019 2018 (in thousands) Prepaid expenses $ 5,981 $ 2,084 Escrow deposit, current 2,100 1,750 Interest receivable 652 — Prepaid rent 339 227 Short-term deposits 180 718 Other current assets 98 156 Total $ 9,350 $ 4,935 |
Schedule of Noncurrent Other Assets | Other noncurrent assets consisted of the following: September 30, December 31, 2019 2018 (in thousands) Escrow deposit, noncurrent $ 3,150 $ 5,250 Other 397 235 Total $ 3,547 $ 5,485 |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2019 2018 (in thousands) Accrued bonus $ 6,671 $ 5,857 Vendor accruals 5,337 1,574 Contingent consideration, current 5,336 1,316 Accrued commissions 2,639 1,470 Accrued payroll and employee benefits 2,214 1,447 Accrued sales and use taxes 2,003 1,887 Accrued rebates 1,485 609 Contribution to ESPP withheld 880 — Accrued professional services 582 295 Other accrued expenses 1,656 1,697 Total $ 28,803 $ 16,152 |
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: September 30, 2019 Level 1 Level 2 Level 3 Fair Value (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 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 |
Schedule of Investments Reconciliation | Cash, cash equivalents and short-term investment were as follows (in thousands): September 30, 2019 Adjusted Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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 December 31, 2018 Adjusted Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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 |
Schedule of Changes in Level 3 Financial Liability | The following table sets forth the changes in our Level 3 financial liability during the nine months ended September 30, 2019 : Nine Months Ended September 30, 2019 2018 (in thousands) 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 — Payment related to Retrofit contingent consideration (1,316 ) — Ending balance $ 7,999 $ 6,204 |
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 September 30, 2019 , our net minimum payments under the noncancelable operating leases are as follows: 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 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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Future Issuance | As of September 30, 2019 and December 31, 2018 , we reserved shares of common stock, on an as-if-converted basis, for future issuance as follows: September 30, December 31, 2019 2018 (in thousands) Redeemable convertible preferred stock — 58,615 Outstanding warrants to purchase common stock 695 785 Outstanding options to purchase common stock 15,003 17,571 Outstanding restricted stock units 5,147 1,827 Restricted stock awards subject to repurchase 736 — Estimated shares for future ESPP purchase 890 — Available for future issuance under 2019 Plan 8,007 1,741 Total 30,478 80,539 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Warrant activities during the nine months ended September 30, 2019 are: Outstanding Shares Weighted Average Exercise Price (in thousands, except per share data) December 31, 2018 785 $ 2.09 Exercised (90 ) 0.66 September 30, 2019 695 $ 2.28 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 warrants outstanding as of 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 |
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 and years) Balance as of December 31, 2018 1,741 17,571 $ 1.80 7.7 $ 89,990 Shares authorized 10,504 — Exercised — (1,957 ) $ 9.42 Forfeited/cancelled 611 (611 ) $ 3.29 Restricted stock awards granted (982 ) — Restricted stock units and Performance RSUs granted (3,807 ) — Performance stock units (PSUs) granted (100 ) — Performance RSUs forfeited 28 — Performance stock units forfeited 12 — Balance as of September 30, 2019 8,007 15,003 $ 1.84 7.0 $ 234,025 Vested and exercisable as of September 30, 2019 9,834 $ 1.37 6.4 $ 158,029 |
Schedule of Restricted Stock Awards | Restricted Stock Awards Shares Weighted- Average Grant Date Fair Value (in thousands, except per share data) Unvested balance, December 31, 2018 — $ — Issued 982 $ 9.76 Vested (246 ) $ 9.76 Unvested balance, September 30, 2019 736 $ 9.76 |
Schedule of Restricted Stock Units | Restricted Weighted- (in thousands, except per Balance as of December 31, 2018 1,827 $ 6.42 Granted 3,907 $ 11.71 Released (547 ) $ 14.26 Forfeited (40 ) $ 10.50 Balance as of September 30, 2019 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 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: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Cost of revenue $ 94 $ 6 $ 106 $ 10 Research and development expenses 5,460 381 6,312 971 Sales and marketing expenses 5,172 205 5,616 689 General and administrative expenses 4,854 689 13,693 1,302 Total stock-based compensation expense $ 15,580 $ 1,281 $ 25,727 $ 2,972 |
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: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands, except per share data) Net loss $ (19,712 ) $ (10,516 ) $ (48,916 ) $ (20,922 ) Accretion of redeemable convertible preferred stock (13 ) (42 ) (96 ) (119 ) Net loss attributable to common stockholders $ (19,725 ) $ (10,558 ) $ (49,012 ) $ (21,041 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 72,197 16,538 36,636 16,328 Net loss per share attributable to common stockholders, basic and diluted $ (0.27 ) $ (0.64 ) $ (1.34 ) $ (1.29 ) |
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: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Redeemable convertible preferred stock — 58,615 — 58,615 Stock options 15,003 18,491 15,003 18,491 Restricted stock awards subject to repurchase 736 782 736 782 Common stock warrants 695 785 695 785 Restricted stock units 4,829 24 4,829 24 ESPP obligations 42 — 42 — Total 21,305 78,697 21,305 78,697 |
Organization and Description _2
Organization and Description of Business - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 27, 2019 | Jul. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019shares | Sep. 30, 2019shares | Jun. 30, 2019shares | Dec. 31, 2018shares | Sep. 30, 2018shares | Jun. 30, 2018shares | Dec. 31, 2017shares |
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | shares | 58,615,488 | 0 | 0 | 58,615,000 | 58,615,000 | 58,615,000 | 58,615,000 | 45,960,000 | |
Stock converted | $ 237 | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 14,590,050 | ||||||||
Offering price (in dollars per share) | $ / shares | $ 28 | ||||||||
Net proceeds from sale of stock | $ 377.8 | ||||||||
Underwriting discounts and commissions | 28.6 | ||||||||
Offering expenses | $ 2.2 | ||||||||
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 | ||||||||
Reverse stock split conversion ratio | 0.5 | ||||||||
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 | $ 236.9 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock converted (in shares) | shares | 58,615,000 | 58,615,000 | |||||||
Stock converted | $ 0.1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Other comprehensive loss | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Partner Concentration Risk | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Partner A | Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 30.00% | 32.00% | 28.00% | 33.00% | ||
Partner A | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 29.00% | 28.00% | ||||
Partner B | Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 22.00% | 23.00% | ||||
Partner B | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 25.00% | 13.00% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2019 | Feb. 28, 2019 | Apr. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in fair value of contingent consideration | $ 55,000 | $ 0 | $ 1,011,000 | $ 0 | ||||
Retrofit | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase consideration paid in cash | $ 12,400,000 | |||||||
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 | 3,100,000 | $ 5,000,000 | |||||
Increase (decrease) in fair value of contingent consideration | (300,000) | (600,000) | $ (1,200,000) | |||||
Escrow deposit disbursements | $ 1,800,000 | |||||||
Acquisition-related costs | 300,000 | |||||||
Revenue | 1,100,000 | 2,200,000 | ||||||
Net income (loss) | $ 1,000,000 | $ 1,800,000 | ||||||
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 | 4,900,000 | ||||||
Increase (decrease) in fair value of contingent consideration | 400,000 | 1,600,000 | ||||||
Acquisition-related costs | 300,000 | |||||||
Revenue | 1,900,000 | 4,700,000 | ||||||
Net income (loss) | $ (400,000) | $ (1,000,000) | ||||||
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 (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Apr. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 35,794 | $ 15,709 | ||
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 (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Feb. 28, 2019 | Apr. 30, 2018 | |
Retrofit | ||
Business Acquisition [Line Items] | ||
Cost | $ 5,580 | |
Retrofit | Customer relationships | ||
Business Acquisition [Line Items] | ||
Cost | $ 3,890 | |
Useful Life | 10 years | |
Retrofit | Developed technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 1,650 | |
Useful Life | 5 years | |
Retrofit | Trade name | ||
Business Acquisition [Line Items] | ||
Cost | $ 40 | |
Useful Life | 2 years | |
myStrength | ||
Business Acquisition [Line Items] | ||
Cost | $ 13,900 | |
myStrength | Customer relationships | ||
Business Acquisition [Line Items] | ||
Cost | $ 4,300 | |
Useful Life | 7 years | |
myStrength | Developed technology | ||
Business Acquisition [Line Items] | ||
Cost | $ 9,200 | |
Useful Life | 7 years | |
myStrength | Trade name | ||
Business Acquisition [Line Items] | ||
Cost | $ 400 | |
Useful Life | 5 years |
Business Combinations - Sched_2
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Retrofit | ||
Business Acquisition [Line Items] | ||
Revenue | $ 48,733 | |
Net loss | (22,499) | |
myStrength | ||
Business Acquisition [Line Items] | ||
Revenue | $ 120,202 | 50,034 |
Net loss | $ (47,580) | $ (25,219) |
Balance Sheet Components - Inv
Balance Sheet Components - Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 21.3 | $ 8.9 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 13,062 | $ 13,062 | $ 7,620 | ||
Less: accumulated depreciation | (4,087) | (4,087) | (1,783) | ||
Property and equipment, net | 8,975 | 8,975 | 5,837 | ||
Depreciation and amortization expense | 900 | $ 300 | 2,312 | $ 810 | |
Computer, equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 1,961 | 1,961 | 652 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 922 | 922 | 730 | ||
Capitalized internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 9,293 | 9,293 | 5,653 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 886 | $ 886 | $ 585 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | $ 19,658 | $ 5,758 | |
Accumulated Amortization | (2,493) | (604) | |
Net Book Value | 17,165 | 5,154 | |
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 | |
Accumulated Amortization | (1,428) | (329) | |
Net Book Value | 9,592 | 1,491 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | 448 | 48 | |
Accumulated Amortization | (88) | (9) | |
Net Book Value | $ 360 | $ 39 | |
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 | |
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 |
Balance Sheet Components - In_2
Balance Sheet Components - Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 696 | $ 196 | $ 1,889 | $ 368 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 251 | 98 | 669 | 179 |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 420 | 92 | 1,149 | 178 |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 25 | $ 6 | $ 71 | $ 11 |
Balance Sheet Components - Futu
Balance Sheet Components - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Remainder of 2019 | $ 696 | |
2020 | 2,769 | |
2021 | 2,762 | |
2022 | 2,750 | |
2023 | 2,494 | |
Thereafter | 5,694 | |
Net Book Value | $ 17,165 | $ 5,154 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill Roll Forward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance as of December 31, 2018 | $ 15,709 |
Goodwill acquired (Note 3) | 20,085 |
Ending balance as of September 30, 2019 | $ 35,794 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 5,981 | $ 2,084 |
Escrow deposit, current | 2,100 | 1,750 |
Interest receivable | 652 | 0 |
Prepaid rent | 339 | 227 |
Short-term deposits | 180 | 718 |
Other current assets | 98 | 156 |
Total | $ 9,350 | $ 4,935 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Escrow deposit, noncurrent | $ 3,150 | $ 5,250 |
Other | 397 | 235 |
Total | $ 3,547 | $ 5,485 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued bonus | $ 6,671 | $ 5,857 |
Vendor accruals | 5,337 | 1,574 |
Contingent consideration, current | 5,336 | 1,316 |
Accrued commissions | 2,639 | 1,470 |
Accrued payroll and employee benefits | 2,214 | 1,447 |
Accrued sales and use taxes | 2,003 | 1,887 |
Accrued rebates | 1,485 | 609 |
Contribution to ESPP withheld | 880 | 0 |
Accrued professional services | 582 | 295 |
Other accrued expenses | 1,656 | 1,697 |
Total | $ 28,803 | $ 16,152 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities by Level within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
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 |
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 |
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 |
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 |
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 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Assets | ||
Cash equivalents and short-term investments | 330,785 | 96,681 |
Money market funds | Fair Value, Recurring | Level 2 | ||
Assets | ||
Cash equivalents and short-term investments | 0 | 0 |
Money market funds | Fair Value, Recurring | Level 3 | ||
Assets | ||
Cash equivalents and short-term investments | 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) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Adjusted Amortized Cost | |||
Cash and cash equivalents | $ 349,820 | $ 108,928 | $ 120,672 |
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) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5,004 | $ 0 |
Contingent consideration recorded upon acquisition (Note 3) | 3,300 | 6,204 |
Change in fair value of contingent consideration (Note 3) | 1,011 | 0 |
Payment related to Retrofit contingent consideration | (1,316) | 0 |
Ending balance | $ 7,999 | $ 6,204 |
Revolving Loans - Narrative (D
Revolving Loans - Narrative (Details) - Revolving Credit Facility - Line of Credit - USD ($) | 1 Months Ended | |
Jul. 31, 2019 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||
Aggregate principal amount of secured revolving loan facility | $ 30,000,000 | |
Floor interest rate | 5.25% | |
Loans outstanding | $ 0 | |
Prime Rate | ||
Debt Instrument [Line Items] | ||
Floating interest rate | 0.25% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Net Minimum Payments Under Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Minimum Lease Payments | ||
Remainder of 2019 | $ 746 | |
2019 | $ 2,027 | |
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 | ||
Remainder of 2019 | 15 | |
2019 | 22 | |
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 | ||
Remainder of 2019 | 731 | |
2019 | 2,005 | |
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 (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2019ft² | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Rent expense paid to third parties | $ 800 | $ 400 | $ 2,000 | $ 1,200 | ||
Future lease obligations | 24,369 | 24,369 | $ 5,230 | |||
Mountain View Office | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property | ft² | 16,100 | |||||
Future lease obligations | 11,300 | 11,300 | ||||
Chicago Office | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rent expense for sublease arrangements | 100 | |||||
Future lease obligations | $ 8,400 | $ 8,400 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||
Stock converted | $ 237,000 | |||||
Accretion to redemption price of redeemable convertible preferred stock (less than for the three months ended June 30, 2019 and 2018) | $ 13 | $ 42 | $ 96 | $ 119 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 900,000,000 | 99,250,000 | ||
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 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Total | 30,478 | 80,539 |
Outstanding options to purchase common stock | ||
Class of Stock [Line Items] | ||
Total | 15,003 | 17,571 |
Outstanding restricted stock units | ||
Class of Stock [Line Items] | ||
Total | 5,147 | 1,827 |
Restricted stock awards subject to repurchase | ||
Class of Stock [Line Items] | ||
Total | 736 | 0 |
Estimated shares for future ESPP purchase | ||
Class of Stock [Line Items] | ||
Total | 890 | 0 |
Available for future issuance under 2019 Plan | ||
Class of Stock [Line Items] | ||
Total | 8,007 | 1,741 |
Redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Total | 0 | 58,615 |
Outstanding warrants to purchase common stock | ||
Class of Stock [Line Items] | ||
Total | 695 | 785 |
Common Stock Warrants - Schedu
Common Stock Warrants - Schedule of Warrants Outstanding (Details) - $ / shares shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Warrant or Right [Line Items] | ||
Outstanding shares (in shares) | 695 | 785 |
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 - Narrati
Common Stock Warrants - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | |||
Warrants exercised (in shares) | 90,277 | 90,277 | |
Proceeds from exercise of common stock warrants | $ 100 | $ 60 | $ 0 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule Of Warrants Outstanding Roll Forward (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Shares | ||
Warrants outstanding, beginning balance (in shares) | 785,000 | |
Warrants exercised (in shares) | (90,277) | (90,277) |
Warrants outstanding, ending balance (in shares) | 695,000 | 695,000 |
Weighted Average | ||
Class Of Warrant Or Right, Weighted Average Exercise Price Of Warrants Or Rights [Roll Forward] | ||
Beginning Balance exercise price (in dollars per share) | $ 2.09 | |
Warrants exercised, average exercise price (in dollars per share) | (0.66) | |
Ending Balance exercise price (in dollars per share) | $ 2.28 | $ 2.28 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2019USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)shares | Jan. 31, 2019shares | Sep. 30, 2018shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)award_modificationshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 30,478,000 | 30,478,000 | 80,539,000 | |||||||
Aggregate intrinsic value of stock option awards exercised | $ | $ 5,100,000 | $ 400,000 | $ 33,200,000 | $ 1,600,000 | ||||||
Weighted-average grant date fair value of stock options (in USD per share) | $ / shares | $ 1.52 | $ 1.70 | ||||||||
Options granted (in shares) | 0 | 0 | ||||||||
Unrecognized compensation expense | $ | $ 40,000,000 | $ 40,000,000 | ||||||||
Unrecognized compensation expense, recognition period | 3 years 2 months 12 days | |||||||||
Stock-based compensation expense | $ | 15,580,000 | $ 1,281,000 | $ 25,727,000 | $ 2,972,000 | ||||||
Stock-based compensation related to capitalized internal-use software (less than) | $ | $ 100,000 | $ 200,000 | ||||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 15,003,000 | 15,003,000 | 17,571,000 | |||||||
Vesting period | 4 years | |||||||||
Expiration date | 10 years | |||||||||
Stock Options | Vesting Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Restricted Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 736,000 | 736,000 | 0 | |||||||
Unrecognized compensation expense | $ | $ 6,000,000 | $ 6,000,000 | ||||||||
Unrecognized compensation expense, recognition period | 2 years 10 months 24 days | |||||||||
Number of awards granted (in shares) | 982,301 | 982,000 | ||||||||
Grant date fair value of awards issued | $ | $ 9,600,000 | |||||||||
Stock-based compensation expense | $ | $ 500,000 | 200,000 | $ 3,600,000 | 500,000 | ||||||
Vested (in shares) | 246,000 | |||||||||
Number of award modifications | award_modification | 3 | |||||||||
Number of shares immediately vested in award modification (in shares) | 23,363 | |||||||||
Stock-based compensation expense recognized due to immediate vested in award modification | $ | $ 100,000 | |||||||||
Number of awards canceled in award modification (in shares) | 753,546 | |||||||||
Plan modification incremental cost | $ | $ 2,200,000 | |||||||||
Restricted Stock Units, Performance RSUs and PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of awards granted (in shares) | 100,000 | 3,907,000 | ||||||||
Stock-based compensation expense | $ | $ 200,000 | $ 200,000 | ||||||||
Vested (in shares) | 547,000 | |||||||||
Service-Based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Number of awards granted (in shares) | 982,301 | 225,000 | ||||||||
Stock-based compensation expense | $ | $ 500,000 | $ 1,300,000 | ||||||||
Service-Based RSUs | Vesting Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Vesting percentage | 25.00% | |||||||||
Service-Based RSUs | Vesting Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Vesting percentage | 2.08% | |||||||||
Performance-Based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | $ | 900,000 | $ 900,000 | ||||||||
Unrecognized compensation expense, recognition period | 1 year 10 months 24 days | |||||||||
Stock-based compensation expense | $ | $ 2,000,000 | |||||||||
Stock-based compensation expense recognized due to immediate vested in award modification | $ | $ 11,900,000 | |||||||||
Number of awards replaced in award modification (in shares) | 376,772 | |||||||||
Performance-Based RSUs | Vesting Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 6 months 1 day | |||||||||
RSUs and Performance RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 13,000,000 | $ 13,000,000 | ||||||||
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 | 5,147,000 | 1,827,000 | |||||||
Number of awards granted (in shares) | 3,807,000 | |||||||||
Stock-based compensation expense | $ | $ 3,800,000 | |||||||||
Vested (in shares) | 491,151 | |||||||||
Service and Market-Based Options and RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense | $ | $ 1,900,000 | $ 1,900,000 | ||||||||
Unrecognized compensation expense, recognition period | 2 years 10 months 24 days | |||||||||
Stock-based compensation expense | $ | $ 200,000 | 200,000 | $ 600,000 | $ 300,000 | ||||||
Service and Market-Based Options and RSUs | Vesting Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Service and Market-Based Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted (in shares) | 1,402,820 | |||||||||
Number of options canceled (in shares) | 196,460 | |||||||||
Service and Market-Based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of awards granted (in shares) | 161,250 | |||||||||
Canceled Market-based Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 200,000 | |||||||||
Employee Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 890,000 | 890,000 | 0 | |||||||
Unrecognized compensation expense | $ | $ 1,100,000 | $ 1,100,000 | ||||||||
Unrecognized compensation expense, recognition period | 7 months 6 days | |||||||||
Stock-based compensation expense | $ | $ 300,000 | $ 300,000 | ||||||||
Issued in period (in shares) | 0 | |||||||||
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 | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation related to capitalized internal-use software (less than) | $ | $ 100,000 | $ 100,000 | ||||||||
Maximum | 2019 Employee Stock Purchase Plan | 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 Shares Available for Grant and Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Shares Available for Grant | |||
Balance as of December 31, 2018 (in shares) | 1,741,000 | ||
Shares authorized (in shares) | 10,504,000 | ||
Forfeited/cancelled (in shares) | 611,000 | ||
Balance as of June 30, 2019 (in shares) | 8,007,000 | 1,741,000 | |
Shares Subject to Options Outstanding | |||
Balance as of December 31, 2018 (in shares) | 17,571,000 | ||
Exercised (in shares) | (1,957,000) | ||
Forfeited/cancelled (in shares) | (611,000) | ||
Balance as of June 30, 2019 (in shares) | 15,003,000 | 17,571,000 | |
Options vested and exercisable as of June 30, 2019 (in shares) | 9,834,000 | ||
Weighted- Average Exercise Price | |||
Balance as of December 31, 2018 (in USD per share) | $ 1.80 | ||
Exercised (in USD per share) | 9.42 | ||
Forfeited/cancelled (in USD per share) | 3.29 | ||
Balance as of June 30, 2019 (in USD per share) | 1.84 | $ 1.80 | |
Options vested and exercisable as of June 30, 2019 (in USD per share) | $ 1.37 | ||
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 | |
Weighted- Average Remaining Contractual Life (Years), Options vested and exercisable | 6 years 4 months 24 days | ||
Aggregate Intrinsic Value, Options outstanding | $ 234,025 | $ 89,990 | |
Aggregate Intrinsic Value, Options vested and exercisable | $ 158,029 | ||
Restricted Stock Awards | |||
Shares Available for Grant | |||
Granted (in shares) | (982,301) | (982,000) | |
Restricted Stock Units (RSUs) | |||
Shares Available for Grant | |||
Granted (in shares) | (3,807,000) | ||
Performance stock units | |||
Shares Available for Grant | |||
Granted (in shares) | (100,000) | ||
Forfeited (in shares) | 12,000 | ||
Performance-Based RSUs | |||
Shares Available for Grant | |||
Forfeited (in shares) | 28,000 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted Stock Awards - $ / shares | 1 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Sep. 30, 2019 | |
Shares | ||
Unvested balance, December 31, 2018 (in shares) | 0 | |
Issued (in shares) | 982,301 | 982,000 |
Vested (in shares) | (246,000) | |
Unvested balance, September 30, 2019 (in shares) | 736,000 | |
Weighted- Average Grant Date Fair Value | ||
Unvested balance, December 31, 2018 (in USD per share) | $ 0 | |
Issued (in USD per share) | 9.76 | |
Vested (in USD per share) | 9.76 | |
Unvested balance, September 30, 2019 (in USD per share) | $ 9.76 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units, Performance RSUs and PSUs - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Shares | ||
Unvested balance, December 31, 2018 (in shares) | 1,827,000 | |
Issued (in shares) | 100,000 | 3,907,000 |
Vested (in shares) | (547,000) | |
Forfeited (in shares) | (40,000) | |
Unvested balance, September 30, 2019 (in shares) | 5,147,000 | 5,147,000 |
Weighted- Average Grant Date Fair Value | ||
Unvested balance, December 31, 2018 (in USD per share) | $ 6.42 | |
Issued (in USD per share) | 11.71 | |
Vested (in USD per share) | 14.26 | |
Forfeited (in USD per share) | 10.50 | |
Unvested balance, September 30, 2019 (in USD per share) | $ 10.17 | $ 10.17 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Assumptions for ESPP (Details) - Employee Stock | 9 Months Ended |
Sep. 30, 2019 | |
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% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 15,580 | $ 1,281 | $ 25,727 | $ 2,972 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 94 | 6 | 106 | 10 |
Research and development expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,460 | 381 | 6,312 | 971 |
Sales and marketing expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,172 | 205 | 5,616 | 689 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 4,854 | $ 689 | $ 13,693 | $ 1,302 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ (6) | $ (7) | $ 1,377 | $ (21) |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (19,712) | $ (10,516) | $ (48,916) | $ (20,922) |
Accretion of redeemable convertible preferred stock | (13) | (42) | (96) | (119) |
Net loss attributable to common stockholders | $ (19,725) | $ (10,558) | $ (49,012) | $ (21,041) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 72,197 | 16,538 | 36,636 | 16,328 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.27) | $ (0.64) | $ (1.34) | $ (1.29) |
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 (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
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 | 21,305 | 78,697 |
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 | 0 | 58,615 |
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 | 15,003 | 18,491 |
Restricted stock awards subject to repurchase | ||||
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 | 736 | 782 |
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 | 695 | 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 | 4,829 | 24 |
ESPP obligations | ||||
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 | 42 | 0 |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2014 | |
Shared Service Fee | |||
Related Party Transaction [Line Items] | |||
Related party fees | $ 0 | $ 0 | |
Salary Under Employment Agreement | |||
Related Party Transaction [Line Items] | |||
Related party fees | $ 0 | $ 0 | |
Shareholder | Sublease Agreement | |||
Related Party Transaction [Line Items] | |||
Sublease term | 5 years |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Retirement Benefits [Abstract] | ||||
Discretionary contributions | $ 0 | $ 0 | ||
Plan expenses | $ 100,000 | $ 800,000 |