Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Tabula Rasa HealthCare, Inc. | |
Entity Central Index Key | 1,651,561 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,101,216 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,793 | $ 2,026 |
Restricted cash | 200 | |
Accounts receivable, net | 7,742 | 6,013 |
Inventories | 2,609 | 2,304 |
Rebates receivable | 305 | 1,064 |
Prepaid expenses and other current assets | 636 | 522 |
Total current assets | 13,085 | 12,129 |
Property and equipment, net | 5,558 | 1,962 |
Software development costs, net | 3,073 | 2,505 |
Goodwill | 21,726 | 21,606 |
Intangible assets, net | 26,229 | 17,687 |
Other assets | 4,219 | 2,713 |
Total assets | 73,890 | 58,602 |
Current liabilities: | ||
Line of credit | 10,000 | |
Current portion of long term debt | 29,193 | 13,526 |
Notes payable to related parties | 250 | 250 |
Notes payable related to acquisition | 15,620 | |
Acquisition-related consideration payable | 9,402 | 235 |
Acquisition-related contingent consideration | 1,634 | 1,886 |
Accounts payable | 5,998 | 6,808 |
Accrued expenses and other liabilities | 3,584 | 3,244 |
Total current liabilities | 50,061 | 51,569 |
Line of credit | 16,000 | |
Long term debt | 1,119 | 430 |
Long-term acquisition-related contingent consideration | 1,858 | 3,355 |
Warrant liability | 4,930 | 5,569 |
Deferred income taxes | 307 | 334 |
Other long-term liabilities | 1,973 | |
Total liabilities | 76,248 | 61,257 |
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 26,534 | 28,973 |
Stockholder's deficit: | ||
Common stock, $0.0001 par value; 27,836,869 shares authorized, 5,583,405 and 4,575,867 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively | ||
Accumulated deficit | (28,892) | (31,628) |
Total stockholder's deficit | (28,892) | (31,628) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 73,890 | 58,602 |
Series A and A-1 redeemable convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 6,859 | 6,553 |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | $ 19,675 | $ 22,420 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 27,836,869 | 27,836,869 |
Common stock, shares issued | 5,583,405 | 4,575,867 |
Common stock, shares outstanding | 5,583,405 | 4,575,867 |
Series A and A-1 redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 7,224,266 | 7,224,266 |
Redeemable convertible preferred stock, shares issued | 6,911,766 | 6,911,766 |
Redeemable convertible preferred stock, shares outstanding | 6,911,766 | 6,911,766 |
Liquidation preference | $ 6,884 | $ 6,589 |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 3,548,614 | 3,548,614 |
Redeemable convertible preferred stock, shares issued | 2,961,745 | 2,961,745 |
Redeemable convertible preferred stock, shares outstanding | 2,961,745 | 2,961,745 |
Liquidation preference | $ 5,455 | $ 5,223 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Product revenue | $ 20,731 | $ 15,389 | $ 58,732 | $ 42,684 |
Service revenue | 3,443 | 2,563 | 8,017 | 7,594 |
Total revenue | 24,174 | 17,952 | 66,749 | 50,278 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Product cost | 15,951 | 11,461 | 44,103 | 32,811 |
Service cost | 1,232 | 816 | 3,135 | 2,398 |
Total cost of revenue | 17,183 | 12,277 | 47,238 | 35,209 |
Gross profit | 6,991 | 5,675 | 19,511 | 15,069 |
Operating (income) expenses: | ||||
Research and development | 1,028 | 693 | 2,878 | 1,879 |
Sales and marketing | 881 | 703 | 2,511 | 2,071 |
General and administrative | 2,053 | 2,084 | 5,762 | 5,374 |
Change in fair value of acquisition-related contingent consideration expense (income) | 47 | (330) | 146 | (1,348) |
Depreciation and amortization | 1,276 | 992 | 3,415 | 2,935 |
Total operating expenses | 5,285 | 4,142 | 14,712 | 10,911 |
Income from operations | 1,706 | 1,533 | 4,799 | 4,158 |
Other (income) expense: | ||||
Change in fair value of warrant liability | (626) | 3,293 | (639) | 3,477 |
Interest expense | 1,242 | 1,468 | 4,250 | 4,418 |
Loss on extinguishment of debt | 1,396 | 1,396 | ||
Total other expense | 2,012 | 4,761 | 5,007 | 7,895 |
Loss before income taxes | (306) | (3,228) | (208) | (3,737) |
Income tax (benefit) expense | (164) | 36 | 11 | 212 |
Net loss | (142) | (3,264) | (219) | (3,949) |
Net income (loss) attributable to common stockholders | ||||
Net income (loss) attributable to common stockholders, basic | 1,228 | (14,066) | 1,080 | (16,007) |
Net (loss) attributable to common stockholders, diluted | $ (803) | $ (14,066) | $ (894) | $ (16,007) |
Net income (loss) per share attributable to common stockholders | ||||
Basic (in dollars per share) | $ 0.25 | $ (3.21) | $ 0.22 | $ (3.78) |
Diluted (in dollars per share) | $ (0.08) | $ (3.21) | $ (0.09) | $ (3.78) |
Weighted average common shares outstanding | ||||
Weighted average shares of common stock outstanding, basic | 4,918,885 | 4,379,796 | 4,817,285 | 4,232,350 |
Weighted average shares of common stock outstanding, diluted | 10,333,723 | 4,379,796 | 10,232,050 | 4,232,350 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Increase (Decrease) in Temporary Equity | |
Balance at the beginning | $ 28,973 |
Accretion (decretion) of redeemable convertible preferred stock | (2,439) |
Balance at the end | 26,534 |
Series A redeemable convertible preferred stock | |
Increase (Decrease) in Temporary Equity | |
Balance at the beginning | $ 4,019 |
Balance at the beginning (in shares) | shares | 4,411,766 |
Accretion (decretion) of redeemable convertible preferred stock | $ 188 |
Balance at the end | $ 4,207 |
Balance at the end (in shares) | shares | 4,411,766 |
Series A-1 redeemable convertible preferred stock | |
Increase (Decrease) in Temporary Equity | |
Balance at the beginning | $ 2,534 |
Balance at the beginning (in shares) | shares | 2,500,000 |
Accretion (decretion) of redeemable convertible preferred stock | $ 118 |
Balance at the end | $ 2,652 |
Balance at the end (in shares) | shares | 2,500,000 |
Series B redeemable convertible preferred stock | |
Increase (Decrease) in Temporary Equity | |
Balance at the beginning | $ 22,420 |
Balance at the beginning (in shares) | shares | 2,961,745 |
Accretion (decretion) of redeemable convertible preferred stock | $ (2,745) |
Balance at the end | $ 19,675 |
Balance at the end (in shares) | shares | 2,961,745 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2015 | $ (31,628) | $ (31,628) | |||
Balance at beginning of period (in shares) at Dec. 31, 2015 | 2,100,980 | 2,474,917 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock in connection with satisfaction of contingent consideration related to acquisition of St. Mary's Prescription Pharmacy | $ 35 | 35 | |||
Issuance of common stock in connection with satisfaction of contingent consideration related to acquisition of St. Mary's Prescription Pharmacy (in shares) | 10,824 | ||||
Accretion (decretion) of redeemable convertible preferred stock | (516) | 2,955 | 2,439 | ||
Transfer of common stock(in shares) | 2,577 | (2,577) | |||
Issuance of common stock (in shares) | 1 | ||||
Net exercise of stock warrants (in shares) | 210,817 | ||||
Net exercise of stock options (in shares) | 63,220 | ||||
Issuance of restricted stock (in shares) | 722,646 | ||||
Stock based compensation expense | $ 481 | 481 | |||
Net loss | (219) | (219) | |||
Balance at end of period at Sep. 30, 2016 | $ (28,892) | $ (28,892) | |||
Balance at end of period (in shares) at Sep. 30, 2016 | 2,837,028 | 2,746,377 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (219) | $ (3,949) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,415 | 2,935 |
Amortization of deferred financing costs and debt discount | 1,255 | 1,575 |
Payment of imputed interest on debt | (3,893) | (105) |
Deferred taxes | (27) | 212 |
Issuance of common stock warrants | 16 | |
Stock-based compensation | 481 | 471 |
Change in fair value of warrant liability | (639) | 3,477 |
Change in fair value of acquisition-related contingent consideration | 146 | (1,348) |
Loss on extinguishment of debt | 1,396 | |
Other noncash items | (13) | |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable, net | (1,729) | (951) |
Inventories | (305) | (353) |
Rebates receivable | 759 | 308 |
Prepaid expenses and other current assets | (114) | (191) |
Other assets | (171) | 79 |
Acquisition-related contingent consideration | (610) | |
Accounts payable | (191) | 322 |
Accrued expenses and other liabilities | 340 | 912 |
Other long-term liabilities | 1,973 | (4) |
Net cash provided by operating activities | 2,477 | 2,783 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,947) | (135) |
Software development costs | (1,201) | (669) |
Purchase of intangible assets | (29) | |
Change in restricted cash | 200 | 300 |
Purchase of businesses, net of cash acquired | (1,000) | (2,403) |
Net cash used in investing activities | (4,977) | (2,907) |
Cash flows from financing activities: | ||
Payments for debt financing costs | (1,521) | (69) |
Repayments of notes payable to related parties | (354) | |
Borrowings on line of credit | 6,000 | 10,000 |
Repayments of line of credit | (6,860) | |
Payments of acquisition-related consideration | (180) | (1,895) |
Repayment of note payable related to acquisition | (14,337) | |
Payments of initial public offering costs | (2,191) | (390) |
Payments of contingent consideration | (1,895) | (267) |
Proceeds from long-term debt | 30,000 | |
Repayments of long-term debt | (13,609) | (1,605) |
Net cash provided by (used in) financing activities | 2,267 | (1,440) |
Net decrease in cash | (233) | (1,564) |
Cash, beginning of period | 2,026 | 4,122 |
Cash, end of period | 1,793 | 2,558 |
Supplemental disclosure of cash flow information | ||
Acquisition of equipment under capital leases | 1,470 | 353 |
Additions to property, equipment, and software development purchases included in accounts payable | 238 | 15 |
Deferred offering costs included in accounts payable | 1,006 | 1,222 |
Cash paid for interest | 7,901 | 1,807 |
(Decretion) accretion of redeemable convertible preferred stock to redemption value | $ (2,439) | $ 12,058 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Tabula Rasa HealthCare, Inc. (the “Company”) provides patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize medication regimens to improve patient outcomes, reduce hospitalizations, lower healthcare costs and manage risk. The Company delivers its solutions through a comprehensive suite of technology-enabled products and services for medication risk management and risk adjustment. The Company serves healthcare organizations that focus on populations with complex healthcare needs and extensive medication requirements. The Company's suite of cloud-based software solutions provides prescribers, pharmacists and healthcare organizations with sophisticated and innovative tools to better manage the medication-related needs of patients. On October 4, 2016, the Company closed its initial public offering (the “IPO”) in which the Company issued and sold 4,300,000 shares of common stock, plus the exercise of the underwriters’ option to purchase an additional 645,000 shares of common stock, at an issuance price of $12.00 per share. The Company received net proceeds of $55,186 after deducting underwriting discounts and commissions of $4,154 but before deducting other offering expenses. In addition, upon the closing of the IPO, all of the Company’s then outstanding Class A Non-Voting common stock and Class B Voting common stock, totaling 5,583,405 shares, were automatically redesignated into shares of common stock, and all of the Company’s then outstanding convertible preferred stock converted into an aggregate of 5,089,436 shares of common stock. In addition, 202,061 shares of common stock were issued upon the automatic net exercise of outstanding warrants to purchase common stock that would have otherwise terminated immediately prior to the closing of the IPO. Additionally, in connection with the closing of the IPO, outstanding warrants to purchase shares of preferred stock converted into warrants to purchase an aggregate of 463,589 shares of common stock. Upon completion of the IPO on October 4, 2016, the Company filed an amended and restated certificate of incorporation to, among other things, state that the aggregate number of shares of stock that the Company is authorized to issue is 100,000,000 shares of common stock, par value $.0001 per share, and 10,000,000 shares of undesignated preferred stock, par value $.0001 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company's significant accounting policies are disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2015, which is included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 29, 2016 (the “Prospectus”) . Since the date of those audited consolidated financial statements, there have been no changes to the Company's significant accounting policies, including the status of recent accounting pronouncements, other than those detailed below. (a) Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments ( consisting of normal recurring accruals and adjustments) , necessary for the fair statement of the Company's interim consolidated financial position for the periods indicated. The interim results for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods, or any future year or period. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Prospectus. (b) Reverse Stock Split The Company effected a 1-for-1.94 reverse split of its common stock on September 16, 2016. The reverse split combined each 1.94 shares of the Company's issued and outstanding common stock into one share of common stock and correspondingly adjusted the conversion prices of its convertible preferred stock. No fractional shares were issued in connection with the reverse split. Any fractional shares resulting from the reverse split were rounded down to the nearest whole share, and in lieu of any fractional shares the Company will pay a cash amount to the holder of such fractional share equal to the fair market value of such fractional share as determined by the Company’s board of directors (the “Board”). All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split. (c) Liquidity The Company's unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. Management believes that the Company's cash on hand of $1,793 as of September 30, 2016, cash flows from operations, net proceeds from the IPO and borrowing availability under the Amended 2015 Revolving Line (Note 10) are sufficient to fund the Company's planned operations through at least March 31, 2018. (d) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. (e) Deferred Offering Costs The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs (non-current). After the IPO on October 4, 2016 (Note 1 and 17), these costs were recorded in stockholders' deficit as a reduction of additional paid-in capital. Deferred offering costs were $3,677 and $2,298 as of September 30, 2016, and December 31, 2015, respectively. (f) Deferred Debt Issuance Costs Effective January 1, 2016, the Company adopted Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the associated debt. Previously, the Company reported these costs in "Other assets" in the Company's consolidated balance sheets. The Company continues to defer the issuance costs related to its line of credit arrangement in "Other assets". The new guidance has been applied on a retrospective basis whereby prior-period financial statements have been adjusted to reflect the application of the new guidance, as required by the Financial Accounting Standards Board ("FASB") and resulted in the reclassification of $105 as of December 31, 2015 from other assets to current portion of long-term debt. (g) R ecent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-15 provides new guidance to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the disclosure impact of the adoption of ASU 2016-15 on the Company's consolidated financial statements. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2016 | |
Net Income (Loss) per Share | |
Net Loss per Share | 3. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock of the Company outstanding during the period. The Company computed net income (loss) per share of common stock in conformity with the two-class method required for participating securities for the three and nine months ended September 30, 2016. The Company considers its redeemable convertible preferred stock to be participating securities as the holders of the preferred stock are entitled to receive a dividend in the event that a dividend is paid on common stock. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock during the period plus the impact of dilutive securities, to the extent that they are not anti-dilutive. The following table presents the calculation of basic and diluted net income (loss) per share for the Company’s common stock: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net loss $ $ $ $ Decretion (accretion) of redeemable convertible preferred stock Undistributed income attributable to redeemable convertible preferred stockholders — — Net income (loss) attributable to common stockholders, basic $ $ $ $ Decretion of redeemable convertible preferred stock — — Revaluation of warrant liability, net of tax — — Adjustment to undistributed income attributable to redeemable convertible preferred stockholders — — Net (loss) attributable to common stockholders, diluted $ $ $ $ Denominator (basic): Weighted average shares of common stock outstanding, basic Denominator (diluted): Weighted average shares of common stock outstanding Effect of potential dilutive securities: Dilutive effect from preferred stock and preferred stock warrants assuming conversion — — Weighted average shares of common stock outstanding, diluted Net income (loss) per share attributable to common stockholders, basic $ $ $ $ Net (loss) per share attributable to common stockholders, diluted $ $ $ $ For the three and nine months ended September 30, 2016 and 2015, the Company's potential dilutive securities include stock options, restricted stock, outstanding warrants to purchase shares of preferred and common stock and redeemable convertible preferred stock, and have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Stock options to purchase common stock Restricted stock — — Common stock warrants Preferred stock warrants (as converted to common stock) — — Redeemable convertible preferred stock (as converted to common stock) — — On October 4, 2016, the Company closed its IPO in which the Company issued and sold 4,300,000 shares of common stock, plus the exercise of the underwriters’ option to purchase an additional 645,000 shares, at an issuance price of $12.00 per share. See Note 1 and Note 17 for additional information. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Acquisition | |
Acquisition | 4. Acquisition On September 15, 2016, the Company acquired certain assets, consisting primarily of intellectual property and software assets of 9176-1916 Quebec Inc. (an entity indirectly controlled by our Chief Scientific Officer, Jacques Turgeon). The intellectual property and software assets were previously licensed by us and are integrated into the Company’s Medication Risk Mitigation Matrix. The purchase price consisted of cash consideration of up to $6,000, consisting of $1,000 which was paid upon closing, $2,200 paid on November 2, 2016, $2,200 payable on the 45th business day following the completion the IPO and $600 following the 12-month anniversary of the closing date of the acquisition, which is contingent upon no claims for indemnification being made pursuant to the purchase agreement. In addition to the cash consideration, the purchase price included $5,000 worth of common stock, consisting of $2,500 of common stock due on the 31st business day following the completion of the IPO and $2,500 of common stock due on the 61st business day following the completion of the IPO. The stock consideration to be paid on the 31st and 61st business days following the completion of the IPO is calculated based on the arithmetic average of the daily volume-weighted average price of the Company’s common stock for the 30 business days ending on, and including, the 30th and 60th business day, respectively, following the completion of the IPO. The deferred acquisition cash consideration of $5,000 was recorded at its acquisition-date fair value of $4,955, using an assumed cost of debt of 7.8%. The $45 discount is being amortized to interest expense using the effective interest method through the consideration payment date. The Company amortized $2 of the discount to interest expense for the three and nine months ended September 30, 2016. Additionally, the deferred stock consideration of $5,000 was recorded at its acquisition-date fair value of $4,445. The stock consideration to be paid in connection with the acquisition is subject to a lock-up agreement and, as a result, a discount for lack of marketability of 10% was applied to determine the fair value of the stock consideration as of the acquisition date. These amounts are included in acquisition-related consideration payable in the consolidated balance sheets as of September 30, 2016. The assets acquired, and revenue generated from the acquired assets, are included in the Company’s consolidated financial statements from the date of acquisition. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired at the date of acquisition: Developed technology $ Trade name Goodwill Total assets acquired $ The purchase price was allocated to identifiable intangible assets acquired based on their acquisition-date estimated fair values. The identifiable intangible assets principally included developed technology valued at $10,100 and trade name valued at $180, each of which are subject to amortization on a straight-line basis over 7 and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 6.96 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets. The fair value of the developed technology was estimated using a discounted present value income approach. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with the intangible asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. The fair value of the trade name was estimated using the relief from royalty method. The Company derived the hypothetical royalty income from the incremental projected revenues related to utilizing the acquired technology. The amortization of intangible assets is deductible for income tax purposes. The Company continues to evaluate the fair value of certain assets related to the acquisition. Additional information, which existed as of the acquisition date but was at that time unknown to the Company, may become known during the remainder of the measurement period. Changes to amounts recorded may result in a corresponding adjustment to goodwill. The determination of the estimated fair values of all assets acquired is expected to be completed within one year. The unaudited pro forma results presented below include the results of the 9176-1916 Quebec Inc. acquisition as if it had been consummated as of January 1, 2015. The unaudited pro forma results include the amortization associated with acquired intangible assets and interest expense on debt to fund the acquisition. Material nonrecurring charges directly attributable to the transactions are excluded. In addition, the unaudited pro forma results do not include any expected benefits of the acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2015. Nine Months Ended September 30, 2016 2015 Revenue $ $ Net loss Net income (loss) per share attributable to common stockholders, basic Net (loss) per share attributable to common stockholders, diluted |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Depreciation and amortization expense on property and equipment for the three months ended September 30, 2016 and 2015 was $359 and $250, respectively. Depreciation and amortization expense for the nine months ended September 30, 2016 and 2015 was $889 and $729, respectively. |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2016 | |
Capitalized Computer Software, Net [Abstract] | |
Software Development Costs | 6. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing internal-use software, including external direct costs of material and services and payroll costs for employees directly involved with the software development. As of September 30, 2016 and December 31, 2015, gross capitalized software costs were $5,875 and $4,550 and accumulated amortization was $2,802 and $2,045, respectively. Amortization expense for the three months ended September 30, 2016 and 2015 was $302 and $164, respectively. Amortization expense for the nine months ended September 30, 2016 and 2015 was $757 and $474, respectively. As of September 30, 2016 and December 31, 2015, there was $1,136 and $888, respectively, of capitalized software costs that were not yet subject to amortization. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets The Company’s goodwill and related changes during the nine months ended September 30, 2016 are as follows: Balance at January 1, 2016 $ Goodwill from 2016 acquisition Balance at September 30, 2016 $ Intangible assets consisted of the following as of September 30, 2016 and December 31, 2015: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2016 Trade names 5.00 $ $ $ Client relationships 10.02 Non-competition agreements 4.64 Developed technology 7.76 Domain name 10.00 Total intangible assets $ $ $ Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2015 Trade names 5.00 $ $ $ Client relationships 10.02 Non-competition agreements 4.64 Developed technology 10.00 Total intangible assets $ $ $ Amortization expense for intangible assets for the three months ended September 30, 2016 and 2015 was $614 and $577, respectively. Amortization expense for the nine months ended September 30, 2016 and 2015 was $1,767 and $1,730, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows: Years Ending December 31, 2016 (October 1- December 31) $ 2017 2018 2019 2020 Thereafter $ |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities and Other Liabilities | |
Accrued Expenses and Other Liabilities | 8. Accrued Expenses and Other Liabilities At September 30, 2016 and December 31, 2015, accrued expenses and other liabilities consisted of the following: September 30, 2016 December 31, 2015 Employee related expenses $ $ Deferred revenue Interest Deferred rent Other expenses Total accrued expenses and other liabilities $ $ |
Notes Payable Related to Acquis
Notes Payable Related to Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable Related to Acquisition | |
Notes Payable Related to Acquisition | 9. Notes Payable Related to Acquisition In December 2014, the Company acquired all of the authorized, issued and outstanding equity interests of Medliance LLC ("Medliance"), which provides pharmacy cost management services through data analytics. As part of the acquisition-related consideration of the Medliance acquisition, the Company issued multiple subordinated convertible promissory notes (the "Medliance Notes") to the owners of Medliance for aggregate borrowings of $16,385. Interest was 8% and compounded annually. All unpaid principal and unpaid and accrued interest was due and payable on June 30, 2016. On July 1, 2016, the Company repaid the Medliance Notes with the proceeds from a long-term credit facility (see Note 10). Interest expense was $330 for the three months ended September 30, 2015. Interest expense was $706 and $980 for the nine months ended September 30, 2016 and 2015, respectively. The Company recorded the Medliance Notes at their aggregate acquisition date fair values of $14,347 and the notes were accreted up to their face values of $16,385 over the 18 month term using the effective-interest method. For the three months ended September 30, 2015, the Company amortized $325 of the discount to interest expense. For the nine months ended September 30, 2016 and 2015, the Company amortized $755 and $906, respectively, of the discount to interest expense. |
Lines of Credit and Long-Term D
Lines of Credit and Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Lines of Credit and Long-Term Debt | |
Lines of Credit and Long-Term Debt | 10. Lines of Credit and Long-Term Debt (a) Lines of Credit On April 29, 2015, the Company entered into a new revolving line of credit (the "2015 Revolving Line") with Bridge Bank, National Association ("Bridge Bank") pursuant to a loan and security agreement, which provided for borrowings in an aggregate amount up to $15,000 to be used for general corporate purposes including repayment of the previous Revolving Line. On July 1, 2016, the Company entered into a Loan and Security Modification Agreement (the "Amended 2015 Revolving Line") with Western Alliance Bank, successor in interest to Bridge Bank, whereby the 2015 Revolving Line was amended to increase the Company's borrowing availability to up to $25,000 and extend the maturity date to July 1, 2018. The Company's ability to borrow under the Amended 2015 Revolving Line is based upon a specified borrowing base equal to the Company's trailing four months of monthly recurring revenue, as defined, from eligible recurring revenue contracts, as defined, through June 30, 2017 and based upon the Company's trailing three months of monthly recurring revenue, as defined, from eligible recurring revenue contracts, as defined, thereafter. Interest on the Amended 2015 Revolving Line was also amended to be calculated at a variable rate based upon Western Alliance Bank's prime rate plus 1.0%, with Western Alliance Bank's prime rate having a floor of 3.5%. Financial covenants under the Amended 2015 Revolving Line require that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended 2015 Revolving Line of at least $3,000 at all times (the liquidity covenant), (ii) maintain a minimum EBITDA, as defined, of $2,000 for the quarter ending June 30, 2016, $2,250 for the quarter ending September 30, 2016, and $2,500 for the quarter ending December 31, 2016 and thereafter, and (iii) maintain a minimum monthly recurring revenue retention rate of at least 90%, measured quarterly. As of September 30, 2016, the Company was in compliance with all of the financial covenants related to the 2015 Amended Revolving Line, and management expects that the Company will be able to maintain compliance with the financial covenants. As of September 30, 2016, the aggregate borrowings outstanding under the Amended 2015 Revolving Line was $16,000, and additional amounts available for borrowings under the Amended 2015 Revolving Line was $9,000. As of September 30, 2016, the interest rate on the Amended 2015 Revolving Line was 4.56% and interest expense was $169 and $109 for the three months ended September 30, 2016 and 2015, respectively, and $449 and $181 for the nine months ended September 30, 2016 and 2015, respectively. In connection with the 2015 Revolving Line and the Amended 2015 Revolving Line, the Company recorded deferred financing costs of $141. The Company is amortizing the deferred financing costs associated with the 2015 Revolving Line to interest expense using the effective-interest method over the term of the Amended 2015 Revolving Line and amortized $9 and $13 to interest expense for the three months ended September 30, 2016 and 2015, respectively, and $36 and $22 for the nine months ended September 30, 2016 and 2015, respectively. (b) Term Loan On July 1, 2016, the Company entered into a term loan facility (the “ABC Credit Facility”) with ABC Funding, LLC, an affiliate of Summit Partners, L.P. (“Summit”). The proceeds of the initial term loan advance of $30,000 under the ABC Credit Facility were used to repay all outstanding principal and interest under the Medliance Notes, as well as loans entered into with Eastward Capital Partners V, L.P. and its affiliates in April 2014 and December 2014 with an original principal balance of $15,000 (collectively, the “Eastward Loans”) . For the three and nine months ended September 30, 2016, the Company recognized a $1,396 loss on extinguishment of debt as a result of a prepayment premium and the recognition of the remaining unamortized discounts and finance costs on the Eastward Loans. Amounts outstanding under the ABC Credit Facility bore interest at a per annum rate equal to 12.0% payable monthly in arrears. Interest expense under the ABC Credit Facility was $920 for the three and nine months ended September 30, 2016. The ABC Credit Facility had a maturity date of December 30, 2021, and was secured by a subordinated security interest in all personal property, whether presently existing or created or acquired in the future, as well as the Company's intellectual property. The Company recorded $1,487 in deferred financing costs associated with the ABC Credit Facility and is amortizing the deferred financing costs to interest expense using the effective-interest method over the term of the ABC Credit Facility. The Company amortized $66 to interest expense for the three and nine months ended September 31, 2016. As of September 30, 2016, the aggregate borrowing outstanding under the ABC Credit Facility was $30,000. On October 4, 2016, the Company repaid all the then outstanding principal and interest on the ABC Credit Facility, as well as a prepayment penalty of $3,597, with proceeds received from the IPO and, in connection with such repayment, the ABC Credit Facility was terminated. The Company will record a loss on debt extinguishment of $5,015 in the fourth quarter of 2016 related to the settlement of the ABC Credit Facility for the prepayment penalty plus the amortization of the deferred financing costs. (c) Term Loans and Capital Lease Obligations The following table represents the total term loans and capital lease obligations of the Company at September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 Tranche A Term Loan $ — $ Tranche B Term Loan — April 2014 Eastward Loan — Unamortized finance costs on April 2014 Eastward Loan — Unamortized discount on April 2014 Eastward Loan — April 2014 Eastward Loan, net — December 2014 Eastward Loan — Unamortized finance costs on December 2014 Eastward Loan — Unamortized discount on December 2014 Eastward Loan — December 2014 Eastward Loan, net — ABC Credit Facility — Unamortized finance costs on ABC Credit Facility — ABC Credit Facility, net — Capital leases Total long-term debt, net $ $ Less current portion, net Total long-term debt, less current portion, net $ $ (d) Long-Term Debt Maturities As of September 30, 2016, the Company's long-term debt is payable as follows: Total Capital lease long-term Term Loans obligations debt Remainder of 2016 $ $ $ 2017 — 2018 — 2019 — 2020 — 2020 — Less amount representing interest — Present value of payments Less current portion Less discount on debt — $ — $ $ (e) Other Financing In May 2016, the Company signed a prime vendor agreement with AmerisourceBergen Drug Corporation, which was effective March 2016 and requires a monthly minimum purchase obligation of approximately $1,750. The Company fully expects to meet this requirement. This agreement was subsequently amended and restated effective May 1, 2016 with a three-year term expiring April 2019. As of September 30, 2016 and December 31, 2015, the Company had $3,190 and $3,691, respectively, due to AmerisourceBergen Drug Corporation as a result of prescription drug purchases. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes | |
Income Taxes | 11. Income Taxes For the nine months ended September 30, 2016 and 2015, the Company recognized tax expense of $11 , which resulted in an effective tax rate of (5.3)%, and tax expense of $212 thousand, which resulted in an effective tax rate of (5.7%), respectively, primarily related to deferred tax expense associated with indefinite-lived deferred tax liabilities for goodwill amortization. The Company has recorded a full valuation allowance against its deferred tax assets at September 30, 2016 and December 31, 2015. |
Other Long-term Liabilities
Other Long-term Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Long-term Liabilities | |
Other Long-term Liabilities | 12. Other Long-term Liabilities Other long term liabilities as of September 30, 2016 consisted of $1,973, which represents the long-term portion of deferred rent related to the Company's new operating leases for office space in Moorestown, NJ. |
Stockholders' Deficit and Redee
Stockholders' Deficit and Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Deficit and Redeemable Convertible Preferred Stock | |
Stockholders' Deficit and Redeemable Convertible Preferred Stock | 13. Stockholders' Deficit and Redeemable Convertible Preferred Stock (a) Common Stock The holders of Class A Non-Voting common stock have the same rights, preferences, privileges, and restrictions as the holders of Class B Voting common stock with the exception of voting rights. The holders of Class B Voting common stock are entitled to one vote per share. The holders of Class A Non-Voting and Class B Voting common stock are entitled to receive dividends when, as and if declared by the Board, subject to payment of accrued dividends for redeemable convertible preferred stock. Class A Non-Voting and Class B Voting common stock are also subordinate to the redeemable convertible preferred stock with respect to liquidation, winding up and dissolution of the Company. No dividends have been declared through September 30, 2016. The Class A Non-Voting and Class B Voting common stock were redesignated into shares of common stock upon the closing of the IPO (Note 1 and 17). (b) Redeemable Convertible Preferred Stock The Company has issued Series A, Series A-1, and Series B redeemable convertible preferred stock. The redeemable convertible preferred stock is classified outside of stockholders' deficit because the shares contain redemption features that are not solely within the control of the Company. The aggregate amount of cumulative but unpaid dividends on the Series A and Series A-1 redeemable convertible preferred stock were $1,223 and $661, respectively, at September 30, 2016. Cumulative but unpaid dividends on the Series B redeemable convertible preferred stock were $944 at September 30, 2016. The redemption value of Series B redeemable convertible preferred stock is based on its estimated fair value at September 30, 2016 because it is estimated to be greater than its original issue price plus accrued dividends. On September 16, 2016, the Company amended the conversion feature of the Series A, Series A-1, and Series B redeemable convertible preferred stock to provide that such shares of preferred stock would also automatically convert in connection with the IPO. Upon the closing of the IPO, such shares of redeemable convertible preferred stock converted into shares of the Company’s common stock (Note 1 and 17). (c) Common Stock Warrants As of September 30, 2016, the following warrants to purchase common stock were outstanding: Warrants Number Exercise to Purchase of Warrants Price Term Expiration Common-A $ 10 year May - October 2019 Common-B $ 10 year May - October 2019 Common-A $ 10 year May 2019 Common-A $ 10 year December 2019 Common-A $ 10 year March 2020 Common-B $ 10 year June 2021 Common-B $ 10 year May - December 2023 Common-B $ 10 year January - December 2024 During the nine months ended September 30, 2015, the Company issued warrants to purchase 4,485 shares of common stock at an exercise price of $6.40 per share in connection with related party debt. The Company recognized total interest expense of $16 associated with the equity-classified warrants issued during the nine months ended September 30, 2015. No warrants were issued during the nine months ended September 30, 2016 and no interest expense was recognized during 2016. During the nine months ended September 30, 2016, the Company issued 210,817 shares of common stock upon the cashless exercise of warrants to purchase 232,787 shares of common stock. Upon completion of the IPO on October 4, 2016, all outstanding warrants to purchase common stock were automatically net exercised (Note 1 and 17). The warrants issued during the nine months ended September 30, 2015 were valued using the Black-Scholes option-pricing model at the date of grant, and included the following weighted average assumptions: Nine Months Ended Valuation assumptions: September 30, 2015 Expected volatility Expected life (years) Risk-free interest rate Dividend yield — (d) Preferred Stock Warrants As of September 30, 2016, the following warrants to purchase redeemable convertible preferred stock were outstanding: Warrants Number Exercise to Purchase of Warrants Price Term Expiration Series A-1 250,000 $ 10 year March 2022 Series A-1 62,500 $ 10 year October 2022 Series B 105,005 $ 10 year April 2024 Series B 481,863 $ 10 year December 2024 No preferred stock warrants were issued during the nine months ended September 30, 2016 and 2015. Upon completion of the IPO on October 4, 2016, outstanding warrants to purchase preferred stock converted into warrants to purchase an aggregate of 463,589 shares of common stock (Note 1 and 17). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation | 14. Stock-Based Compensation The Company's Amended and Restated 2014 Equity Compensation Plan (the "2014 Plan") authorizes the Company to grant up to 3,935,865 shares of common stock to the Company's employees and non-employees in the form of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights, and other equity-based awards. In September 2016, the Board approved an increase in the shares of common stock authorized under the 2014 Plan to 4,037,981. This pool consists of 2,702,443 shares of Class A common stock and 1,335,538 shares of Class B common stock. In September 2016, the Company adopted the 2016 Equity Compensation Plan (the “2016 Plan”) and merged the 2014 Plan into the 2016 Plan on September 28, 2016. No additional grants were made thereafter under the 2014 Plan. Outstanding grants under the 2014 Plan will continue in effect according to their terms as in effect before the merger with the 2016 Plan, and the shares with respect to outstanding grants under the 2014 Equity Plan will be issued or transferred under the 2016 Plan. The 2016 Plan authorizes the issuance or transfer of up to the sum of the following: (1) 800,000 new shares, plus (2) the number of shares of our common stock subject to outstanding grants under the 2014 Equity Plan as of the effective date of the 2016 Plan; provided, however, that the aggregate number of shares of the Company’s common stock that may be issued or transferred under the 2016 Plan pursuant to incentive stock options may not exceed 800,000. During the term of the 2016 Plan, the share reserve will automatically increase on the first trading day in January of each calendar year, beginning in calendar year 2017, by an amount equal to the lesser of 5% of the total number of outstanding shares of common stock on the last trading day in December of the prior calendar year or such other number set by our Board. As of September 30, 2016, 777,740 shares were available for future grants under the 2016 Plan. On September 28, 2016, the Board granted 700,386 shares of restricted common stock to certain Company employees, including executive officers, under the 2014 Plan, prior to merging it with the 2016 Plan, pursuant to a special equity award pool previously approved by the Board which was made immediately prior to the effectiveness of the Company's registration statement filed in connection with the Company's IPO. All shares of restricted common stock will vest in full on May 31, 2017. The value of the grants is based on the IPO price of $12.00 per share and the related non-cash compensation expense will be recognized ratably over the vesting period from the date of grant through May 31, 2017, when the shares underlying the grant fully vest. For the three and nine months ended September 30, 2016, $102 of expense was recognized related to this grant. As of September 30, 2016, there was unrecognized compensation expense of $8,302 related to this grant. On September 28, 2016, the Company granted 22,260 shares of restricted common stock under the 2016 Plan to our non-employee directors, which represents both the initial and annual grants to such directors. The initial grant will vest in three substantially equal annual installments over three years following the grant date and the annual grant will vest in full on the earlier of the next annual shareholder meeting or the one year anniversary of the grant date. The value of the grants is based on the IPO price of $12.00. For the three and nine months ended September 30, 2016, $1 of expense was recognized related to these grants. As of September 30, 2016, there was unrecognized compensation expense of $266 related to these grants. In addition, in September 2016 the Board approved the issuance of 13,362 shares of common stock, net of 7,010 shares of common stock withheld for tax withholding purposes, to certain executive officers upon the closing of the IPO pursuant to a Leadership Exit Bonus Plan and under the 2016 Plan. The value of the issuance is based upon the IPO price of $12.00 per share. As of September 30, 2016, no shares have been issued. The Company recorded $120 and $159 of stock-based compensation expense related to the vesting of employee and non-employee stock options for the three months ended September 30, 2016 and 2015, respectively. The Company recorded $378 and $471 of stock-based compensation expense related to the vesting of employee and non-employee stock options for the nine months ended September 30, 2016 and 2015, respectively. The estimated fair value of options granted was calculated using a Black- Scholes option-pricing model. The computation of expected life for employees was determined based on the simplified method. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date. The Company's common stock had not been publicly traded until the IPO commenced on September 29, 2016; therefore, expected volatility is based on the historical volatilities of selected public companies whose services are comparable to that of the Company. The table below sets forth the weighted average assumptions for employee grants during the nine months ended September 30, 2016 and 2015: Nine Months Ended September 30, Valuation assumptions: 2016 2015 Expected volatility % % Expected life (years) Risk-free interest rate % % Dividend yield — — The following table summarizes stock option activity under the 2016 Plan for the nine months ended September 30, 2016: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2016 $ $ Granted Exercised Forfeited Outstanding at September 30, 2016 $ $ Options vested and expected to vest at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ Included within the above table are 217,747 non-employee options outstanding as of September 30, 2016, of which 2,446 are unvested as of September 30, 2016 and therefore subject to remeasurement. The weighted average grant date fair value of employee options granted during the nine months ended September 30, 2016 and 2015 was $7.29 and $3.23, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the estimated fair value of the Company's common stock as of September 30, 2016 for those stock options that had exercise prices lower than the fair value of the Company's common stock. As of September 30, 2016, there was $906 of total unrecognized compensation cost related to nonvested stock options granted under the 2016 Plan, which is expected to be recognized over a weighted average period of 1.5 years. The Company recorded total stock-based compensation expense for the three and nine months ended September 30, 2016 and 2015, in the following expense categories of its consolidated statement of operations: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Cost of revenue - product $ $ $ $ Cost of revenue - service Research and development Sales and marketing General and administrative $ $ $ $ |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, acquisition-related contingent consideration, notes payable related to acquisition, notes payable to related parties, and long-term debt. The carrying values of accounts receivable, accounts payable and accrued expenses are representative of their fair value due to the relatively short-term nature of those instruments. The carrying value of the Company’s long-term debt approximates fair value based on the terms of the debt. The notes payable related to acquisition were recorded on December 31, 2014 at their acquisition date fair values of $14,347. This valuation was determined using Level 3 inputs. The note was fully repaid on July 1, 2016 (see Note 9). The Company has classified liabilities measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 September 30, 2016 Liabilities Warrant liability $ — $ — $ $ Acquisition-related contingent consideration - short-term — — Acquisition-related contingent consideration - long-term — — $ — $ — $ $ Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2015 Liabilities Warrant liability $ — $ — $ $ Note payable related to acquisition — — Acquisition-related contingent consideration - short-term — — Acquisition-related contingent consideration - long-term — — $ — $ — $ $ The fair value of the preferred stock warrants at September 30, 2016 was estimated using an option pricing model with the following weighted average assumptions: estimated life of 7.24 years, no dividend yield, risk-free interest rate of 1.40%, fair value of underlying instrument of $14.32 per share, and volatility of 59.69%. The Company also applied a discount for lack of marketability of 10% to the resulting value from the option pricing model. The fair value of the preferred stock warrants at December 31, 2015 was estimated using an option pricing model with the following weighted average assumptions: estimated life of 7.99 years, no dividend yield, risk-free interest rate of 2.10%, fair value of underlying instrument of $8.14 per share and volatility of 57.81%. The Company also applied a discount for lack of marketability of 10% to the resulting value from the option pricing model. The Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk-free interest rates, and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The Company accounts for its redeemable convertible preferred stock warrants as liabilities in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity, as warrants entitle the holder to purchase preferred stock that is considered contingently redeemable. The warrant liability is recorded on its own line item on the Company’s consolidated balance sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the consolidated statements of operations until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The reconciliation of the warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows: Balance at January 1, 2016 $ Change in fair value Balance at September 30, 2016 $ Acquisition-related contingent consideration is measured at fair value on a recurring basis using unobservable inputs, hence these instruments represent Level 3 measurements within the fair value hierarchy. The acquisition-related contingent consideration liability represents the estimated fair value of the additional cash consideration payable that is contingent upon the achievement of certain financial and performance milestones. The changes in fair value of the Company’s acquisition-related contingent consideration for the nine months ended September 30, 2016 was as follows: Balance at January 1, 2016 $ Fair value of cash consideration paid Adjustments to fair value measurement Balance at September 30, 2016 $ |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related-Party Transactions | |
Related-Party Transactions | 16. Related-Party Transactions As of September 30, 2016 and December 31, 2015, there was a demand promissory note with a stockholder with a balance outstanding of $250, which bears interest at 6% annually. During 2015, certain other related-party borrowings from the Company's executive officers were outstanding. Such other amounts were fully repaid as of September 30, 2016 and December 31, 2015. Total interest expense from these related-party borrowings was $4 and $10 for the three months ended September 30, 2016 and 2015, respectively, and $11 and $38 for the nine months ended September 30, 2016 and 2015, respectively. The demand promissory note was repaid in full in October 2016 with the proceeds from the IPO. On September 15, 2016, the Company acquired certain assets from an entity indirectly controlled by the Company’s Chief Scientific Officer (Note 4). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events On October 4, 2016, the Company completed its IPO pursuant to which the Company issued 4,300,000 shares of common stock, plus the exercise of the underwriters’ option to purchase an additional 645,000 shares, at an IPO price of $12.00 per share (Note 1). In October 2016, 13,362 shares of common stock, net of 7,010 shares of common stock withheld for tax withholding purposes, were issued to certain executive officers pursuant to the Leadership Exit Bonus Plan and under the 2016 Plan. The value of this issuance is $244 based upon the IPO price of $12.00 per share and the non-cash compensation charge will be recognized in the fourth quarter of 2016 as all shares issued will be fully vested upon issuance. Also in October 2016, 202,061 shares of common stock were issued upon the automatic net exercise of outstanding warrants that would otherwise have expired upon the completion of the IPO, immediately prior to the closing of the IPO. In addition, outstanding warrants to purchase preferred stock converted into warrants to purchase an aggregate of 463,589 shares of common stock (Note 1), and on October 12, 2016, 288,324 shares of common stock were issued upon the net exercise of 431,373 of these warrants. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments ( consisting of normal recurring accruals and adjustments) , necessary for the fair statement of the Company's interim consolidated financial position for the periods indicated. The interim results for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods, or any future year or period. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Prospectus. |
Reverse Stock Split | (b) Reverse Stock Split The Company effected a 1-for-1.94 reverse split of its common stock on September 16, 2016. The reverse split combined each 1.94 shares of the Company's issued and outstanding common stock into one share of common stock and correspondingly adjusted the conversion prices of its convertible preferred stock. No fractional shares were issued in connection with the reverse split. Any fractional shares resulting from the reverse split were rounded down to the nearest whole share, and in lieu of any fractional shares the Company will pay a cash amount to the holder of such fractional share equal to the fair market value of such fractional share as determined by the Company’s board of directors (the “Board”). All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split. |
Liquidity | (c) Liquidity The Company's unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. Management believes that the Company's cash on hand of $1,793 as of September 30, 2016, cash flows from operations, net proceeds from the IPO and borrowing availability under the Amended 2015 Revolving Line (Note 10) are sufficient to fund the Company's planned operations through at least March 31, 2018. |
Use of Estimates | (d) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. |
Deferred Offering Costs | (e) Deferred Offering Costs The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs (non-current). After the IPO on October 4, 2016 (Note 1 and 17), these costs were recorded in stockholders' deficit as a reduction of additional paid-in capital. Deferred offering costs were $3,677 and $2,298 as of September 30, 2016, and December 31, 2015, respectively. |
Deferred Debt Issuance Costs | (f) Deferred Debt Issuance Costs Effective January 1, 2016, the Company adopted Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the associated debt. Previously, the Company reported these costs in "Other assets" in the Company's consolidated balance sheets. The Company continues to defer the issuance costs related to its line of credit arrangement in "Other assets". The new guidance has been applied on a retrospective basis whereby prior-period financial statements have been adjusted to reflect the application of the new guidance, as required by the Financial Accounting Standards Board ("FASB") and resulted in the reclassification of $105 as of December 31, 2015 from other assets to current portion of long-term debt. |
Recent Accounting Pronouncements | (g) R ecent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-15 provides new guidance to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the disclosure impact of the adoption of ASU 2016-15 on the Company's consolidated financial statements. |
Earnings Per Share | Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock of the Company outstanding during the period. The Company computed net income (loss) per share of common stock in conformity with the two-class method required for participating securities for the three and nine months ended September 30, 2016. The Company considers its redeemable convertible preferred stock to be participating securities as the holders of the preferred stock are entitled to receive a dividend in the event that a dividend is paid on common stock. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock during the period plus the impact of dilutive securities, to the extent that they are not anti-dilutive. |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Net Income (Loss) per Share | |
Schedule of calculation of basic and diluted net loss per share | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net loss $ $ $ $ Decretion (accretion) of redeemable convertible preferred stock Undistributed income attributable to redeemable convertible preferred stockholders — — Net income (loss) attributable to common stockholders, basic $ $ $ $ Decretion of redeemable convertible preferred stock — — Revaluation of warrant liability, net of tax — — Adjustment to undistributed income attributable to redeemable convertible preferred stockholders — — Net (loss) attributable to common stockholders, diluted $ $ $ $ Denominator (basic): Weighted average shares of common stock outstanding, basic Denominator (diluted): Weighted average shares of common stock outstanding Effect of potential dilutive securities: Dilutive effect from preferred stock and preferred stock warrants assuming conversion — — Weighted average shares of common stock outstanding, diluted Net income (loss) per share attributable to common stockholders, basic $ $ $ $ Net (loss) per share attributable to common stockholders, diluted $ $ $ $ |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Stock options to purchase common stock Restricted stock — — Common stock warrants Preferred stock warrants (as converted to common stock) — — Redeemable convertible preferred stock (as converted to common stock) — — |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Acquisition | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Developed technology $ Trade name Goodwill Total assets acquired $ |
Business Acquisition, Pro Forma Information [Table Text Block] | Nine Months Ended September 30, 2016 2015 Revenue $ $ Net loss Net income (loss) per share attributable to common stockholders, basic Net (loss) per share attributable to common stockholders, diluted |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Balance at January 1, 2016 $ Goodwill from 2016 acquisition Balance at September 30, 2016 $ |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2016 Trade names 5.00 $ $ $ Client relationships 10.02 Non-competition agreements 4.64 Developed technology 7.76 Domain name 10.00 Total intangible assets $ $ $ Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2015 Trade names 5.00 $ $ $ Client relationships 10.02 Non-competition agreements 4.64 Developed technology 10.00 Total intangible assets $ $ $ |
Schedule of estimated amortization expense | Years Ending December 31, 2016 (October 1- December 31) $ 2017 2018 2019 2020 Thereafter $ |
Accrued Expenses and Other Li29
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities and Other Liabilities | |
Schedule of accrued expenses and other liabilities | September 30, 2016 December 31, 2015 Employee related expenses $ $ Deferred revenue Interest Deferred rent Other expenses Total accrued expenses and other liabilities $ $ |
Lines of Credit and Long-Term30
Lines of Credit and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Lines of Credit and Long-Term Debt | |
Schedule of total term loans and capital lease obligations | September 30, 2016 December 31, 2015 Tranche A Term Loan $ — $ Tranche B Term Loan — April 2014 Eastward Loan — Unamortized finance costs on April 2014 Eastward Loan — Unamortized discount on April 2014 Eastward Loan — April 2014 Eastward Loan, net — December 2014 Eastward Loan — Unamortized finance costs on December 2014 Eastward Loan — Unamortized discount on December 2014 Eastward Loan — December 2014 Eastward Loan, net — ABC Credit Facility — Unamortized finance costs on ABC Credit Facility — ABC Credit Facility, net — Capital leases Total long-term debt, net $ $ Less current portion, net Total long-term debt, less current portion, net $ $ |
Schedule of maturities of long-term debt payable | As of September 30, 2016, the Company's long-term debt is payable as follows: Total Capital lease long-term Term Loans obligations debt Remainder of 2016 $ $ $ 2017 — 2018 — 2019 — 2020 — 2020 — Less amount representing interest — Present value of payments Less current portion Less discount on debt — $ — $ $ |
Stockholders' Deficit and Red31
Stockholders' Deficit and Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of valuation assumptions for warrants issued using Black-Scholes option-pricing model | Nine Months Ended Valuation assumptions: September 30, 2015 Expected volatility Expected life (years) Risk-free interest rate Dividend yield — |
Common stock warrants | |
Schedule of warrants to purchase stock | As of September 30, 2016, the following warrants to purchase common stock were outstanding: Warrants Number Exercise to Purchase of Warrants Price Term Expiration Common-A $ 10 year May - October 2019 Common-B $ 10 year May - October 2019 Common-A $ 10 year May 2019 Common-A $ 10 year December 2019 Common-A $ 10 year March 2020 Common-B $ 10 year June 2021 Common-B $ 10 year May - December 2023 Common-B $ 10 year January - December 2024 |
Preferred stock warrants | |
Schedule of warrants to purchase stock | As of September 30, 2016, the following warrants to purchase redeemable convertible preferred stock were outstanding: Warrants Number Exercise to Purchase of Warrants Price Term Expiration Series A-1 250,000 $ 10 year March 2022 Series A-1 62,500 $ 10 year October 2022 Series B 105,005 $ 10 year April 2024 Series B 481,863 $ 10 year December 2024 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation | |
Schedule of weighted average assumptions for employee grants | Nine Months Ended September 30, Valuation assumptions: 2016 2015 Expected volatility % % Expected life (years) Risk-free interest rate % % Dividend yield — — |
Summary of stock option activity | Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2016 $ $ Granted Exercised Forfeited Outstanding at September 30, 2016 $ $ Options vested and expected to vest at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Cost of revenue - product $ $ $ $ Cost of revenue - service Research and development Sales and marketing General and administrative $ $ $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Change in fair value | |
Schedule of classified liabilities measured at fair value on recurring basis | Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 September 30, 2016 Liabilities Warrant liability $ — $ — $ $ Acquisition-related contingent consideration - short-term — — Acquisition-related contingent consideration - long-term — — $ — $ — $ $ Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2015 Liabilities Warrant liability $ — $ — $ $ Note payable related to acquisition — — Acquisition-related contingent consideration - short-term — — Acquisition-related contingent consideration - long-term — — $ — $ — $ $ |
Warrant liability | |
Change in fair value | |
Schedule of reconciliation of liability measured at fair value on recurring basis using significant unobservable inputs (Level 3) | Balance at January 1, 2016 $ Change in fair value Balance at September 30, 2016 $ |
Acquisition related contingent consideration | |
Change in fair value | |
Schedule of reconciliation of liability measured at fair value on recurring basis using significant unobservable inputs (Level 3) | Balance at January 1, 2016 $ Fair value of cash consideration paid Adjustments to fair value measurement Balance at September 30, 2016 $ |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2016 | Oct. 04, 2016 | Sep. 30, 2016 | Oct. 03, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Initial Public Offering | ||||||
Outstanding common stock (in shares) | 5,583,405 | 4,575,867 | ||||
Shares of common stock, authorized | 27,836,869 | 27,836,869 | ||||
Shares of common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock warrants | ||||||
Initial Public Offering | ||||||
Shares issued upon exercise of warrants (in shares) | 210,817 | |||||
Number of shares issuable upon net exercise of outstanding warrants | 232,787 | 4,485 | ||||
Subsequent Event | ||||||
Initial Public Offering | ||||||
Shares of common stock, authorized | 100,000,000 | |||||
Shares of common stock, par value (in dollars per share) | $ 0.0001 | |||||
Shares of undesignated preferred stock, authorized | 10,000,000 | |||||
Shares of undesignated preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Subsequent Event | Common stock warrants | ||||||
Initial Public Offering | ||||||
Number of shares issuable upon net exercise of outstanding warrants | 463,589 | |||||
Subsequent Event | Common Stock | ||||||
Initial Public Offering | ||||||
Conversion of preferred stock upon public offering (in shares) | 5,089,436 | |||||
Shares issued upon exercise of warrants (in shares) | 288,324 | 202,061 | ||||
Subsequent Event | IPO | ||||||
Initial Public Offering | ||||||
Issuance of common stock upon public offering (in shares) | 4,300,000 | |||||
Issuance price (in dollars per share) | $ 12 | |||||
Net proceeds after deducting underwriting discounts and commissions | $ 55,186 | |||||
Underwriting discounts and commissions | $ 4,154 | |||||
Subsequent Event | Underwriter option | ||||||
Initial Public Offering | ||||||
Issuance of common stock upon public offering (in shares) | 645,000 | |||||
Class A and Class B stock | Subsequent Event | ||||||
Initial Public Offering | ||||||
Outstanding common stock (in shares) | 5,583,405 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Reverse Stock Split (Details) | Sep. 16, 2016 | Sep. 30, 2016shares |
Reverse Stock Split | ||
Reverse stock split ratio | 0.5155 | |
Number of fractional shares issued | 0 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies | ||||
Substantial doubt about going concern, within one year | false | |||
Cash on hand | $ 1,793 | $ 2,026 | $ 2,558 | $ 4,122 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Offering Costs | ||
Deferred offering costs | $ 3,677 | $ 2,298 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Deferred Debt Issuance Costs (Details) - Accounting Standards Update 2015-03 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Other assets | |
Deferred Debt Issuance Costs | |
Reclassification from other assets to current portion of long term debt | $ (105) |
Current portion of long-term debt. | |
Deferred Debt Issuance Costs | |
Reclassification from other assets to current portion of long term debt | $ 105 |
Net Income (Loss) per Share - E
Net Income (Loss) per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator | ||||
Net loss | $ (142) | $ (3,264) | $ (219) | $ (3,949) |
Decretion (accretion) of redeemable convertible preferred stock | 2,641 | (10,802) | 2,439 | (12,058) |
Undistributed income attributable to redeemable convertible preferred stockholders | (1,271) | (1,140) | ||
Net income (loss) attributable to common stockholders, basic | 1,228 | (14,066) | 1,080 | (16,007) |
Decretion of redeemable convertible preferred stock | (2,641) | (2,439) | ||
Revaluation of warrant liability, net of tax | (661) | (675) | ||
Adjustment to undistributed income attributable to redeemable convertible preferred stockholders | 1,271 | 1,140 | ||
Net (loss) attributable to common stockholders, diluted | $ (803) | $ (14,066) | $ (894) | $ (16,007) |
Denominator (basic): | ||||
Weighted average shares of common stock outstanding, basic | 4,918,885 | 4,379,796 | 4,817,285 | 4,232,350 |
Denominator (diluted): | ||||
Weighted average shares of common stock outstanding | 4,918,885 | 4,379,796 | 4,817,285 | 4,232,350 |
Effect of potential dilutive securities: | ||||
Dilutive effect from preferred stock and preferred stock warrants assuming conversion | 5,414,838 | 5,414,765 | ||
Weighted average shares of common stock outstanding, diluted | 10,333,723 | 4,379,796 | 10,232,050 | 4,232,350 |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.25 | $ (3.21) | $ 0.22 | $ (3.78) |
Net (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ (0.08) | $ (3.21) | $ (0.09) | $ (3.78) |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 3,659,645 | 8,789,244 | 3,659,645 | 8,789,244 |
Stock options | ||||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 2,723,193 | 2,789,626 | 2,723,193 | 2,789,626 |
Restricted stock | ||||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 722,646 | 722,646 | ||
Common stock warrants | ||||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 213,806 | 446,593 | 213,806 | 446,593 |
Preferred stock warrants (as converted to common stock) | ||||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 463,589 | 463,589 | ||
Redeemable convertible preferred stock (as converted to common stock) | ||||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||
Amount of antidilutive securities excluded from computation of earnings per share | 5,089,436 | 5,089,436 |
Net Income (Loss) per Share - I
Net Income (Loss) per Share - IPO (Details) - Subsequent Event | Oct. 04, 2016$ / sharesshares |
IPO | |
Initial Public Offering | |
Issuance of common stock upon public offering (in shares) | 4,300,000 |
Issuance price (in dollars per share) | $ / shares | $ 12 |
Underwriter option | |
Initial Public Offering | |
Issuance of common stock upon public offering (in shares) | 645,000 |
Acquisition - Quebec Inc (Detai
Acquisition - Quebec Inc (Details) - Quebec Inc. - USD ($) $ in Thousands | Sep. 15, 2017 | Jan. 04, 2017 | Dec. 09, 2016 | Nov. 18, 2016 | Nov. 02, 2016 | Sep. 15, 2016 | Sep. 30, 2016 | Jan. 04, 2017 | Sep. 30, 2016 | Sep. 15, 2017 |
Business Acquisition | ||||||||||
Cash consideration | $ 2,200 | $ 1,000 | ||||||||
Threshold number of specified business days for calculating stock consideration to be paid on specified days following the IPO | 30 days | |||||||||
Deferred acquisition cash consideration | $ 5,000 | |||||||||
Acquisition-date fair value of deferred cash consideration | $ 4,955 | |||||||||
Cost of debt (as a percent) | 7.80% | |||||||||
Discount | $ 45 | |||||||||
Amortization of discount | $ 2 | $ 2 | ||||||||
Deferred stock consideration | 5,000 | |||||||||
Acquisition-date fair value of deferred stock consideration | $ 4,445 | |||||||||
Discount of stock issuances (as a percent) | 10.00% | |||||||||
Plan | ||||||||||
Business Acquisition | ||||||||||
Cash consideration | $ 600 | $ 2,200 | ||||||||
Equity consideration | $ 2,500 | $ 2,500 | $ 5,000 | |||||||
Plan | Maximum | ||||||||||
Business Acquisition | ||||||||||
Cash consideration | $ 6,000 |
Acquisition - Purchase Price (D
Acquisition - Purchase Price (Details) - USD ($) $ in Thousands | Sep. 15, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Allocation of purchase price | |||
Goodwill | $ 21,726 | $ 21,606 | |
Developed technology | |||
Allocation of purchase price | |||
Weighted average amortization period | 7 years 9 months 4 days | 10 years | |
Trade names | |||
Allocation of purchase price | |||
Weighted average amortization period | 5 years | 5 years | |
Quebec Inc. | |||
Allocation of purchase price | |||
Goodwill | $ 120 | ||
Total assets acquired | $ 10,400 | ||
Weighted average amortization period | 6 years 11 months 16 days | ||
Quebec Inc. | Developed technology | |||
Allocation of purchase price | |||
Intangible assets | $ 10,100 | ||
Useful life of intangible asset | 7 years | ||
Quebec Inc. | Trade names | |||
Allocation of purchase price | |||
Intangible assets | $ 180 | ||
Useful life of intangible asset | 5 years |
Acquisition - Pro forma (Detail
Acquisition - Pro forma (Details) - Quebec Inc. - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition | ||
Revenue | $ 66,788 | $ 50,290 |
Net loss | $ (1,305) | $ (5,064) |
Net income (loss) per share attributable to common stockholders, basic | $ 0 | $ (2.90) |
Net (loss) per share attributable to common stockholders, diluted | $ (0.19) | $ (2.90) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property and Equipment | ||||
Depreciation and amortization expense | $ 1,276 | $ 992 | $ 3,415 | $ 2,935 |
Property and Equipment | ||||
Property and Equipment | ||||
Depreciation and amortization expense | $ 359 | $ 250 | $ 889 | $ 729 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Capitalized Computer Software, Net [Abstract] | |||||
Gross capitalized software costs | $ 5,875 | $ 5,875 | $ 4,550 | ||
Accumulated amortization | 2,802 | 2,802 | 2,045 | ||
Amortization expense | 302 | $ 164 | 757 | $ 474 | |
Capitalized software costs not yet subject to amortization | $ 1,136 | $ 1,136 | $ 888 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill and related changes | |
Goodwill at beginning of period | $ 21,606 |
Goodwill from 2016 acquisition | 120 |
Goodwill at end of period | $ 21,726 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Intangible Assets | |||||
Gross Value | $ 30,765 | $ 30,765 | $ 20,456 | ||
Accumulated Amortization | (4,536) | (4,536) | (2,769) | ||
Intangible Assets, net | 26,229 | 26,229 | $ 17,687 | ||
Amortization expense | 614 | $ 577 | $ 1,767 | $ 1,730 | |
Trade names | |||||
Intangible Assets | |||||
Weighted Average Amortization Period (in years) | 5 years | 5 years | |||
Gross Value | 1,900 | $ 1,900 | $ 1,720 | ||
Accumulated Amortization | (696) | (696) | (436) | ||
Intangible Assets, net | 1,204 | $ 1,204 | $ 1,284 | ||
Client relationships | |||||
Intangible Assets | |||||
Weighted Average Amortization Period (in years) | 10 years 7 days | 10 years 7 days | |||
Gross Value | 14,684 | $ 14,684 | $ 14,684 | ||
Accumulated Amortization | (2,919) | (2,919) | (1,810) | ||
Intangible Assets, net | 11,765 | $ 11,765 | $ 12,874 | ||
Non-competition agreements | |||||
Intangible Assets | |||||
Weighted Average Amortization Period (in years) | 4 years 7 months 21 days | 4 years 7 months 21 days | |||
Gross Value | 652 | $ 652 | $ 652 | ||
Accumulated Amortization | (290) | (290) | (183) | ||
Intangible Assets, net | 362 | $ 362 | $ 469 | ||
Developed technology | |||||
Intangible Assets | |||||
Weighted Average Amortization Period (in years) | 7 years 9 months 4 days | 10 years | |||
Gross Value | 13,500 | $ 13,500 | $ 3,400 | ||
Accumulated Amortization | (630) | (630) | (340) | ||
Intangible Assets, net | 12,870 | $ 12,870 | $ 3,060 | ||
Domain name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period (in years) | 10 years | ||||
Gross Value | 29 | $ 29 | |||
Accumulated Amortization | (1) | (1) | |||
Intangible Assets, net | $ 28 | $ 28 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Estimated amortization expense | ||
2,016 | $ 972 | |
2,017 | 3,782 | |
2,018 | 3,747 | |
2,019 | 3,641 | |
2,020 | 3,301 | |
Thereafter | 10,786 | |
Estimated amortization expense | $ 26,229 | $ 17,687 |
Accrued Expenses and Other Li50
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities and Other Liabilities | ||
Employee related expenses | $ 2,518 | $ 1,232 |
Deferred revenue | 657 | 520 |
Interest | 358 | 1,371 |
Deferred rent | 14 | 94 |
Other expenses | 37 | 27 |
Total accrued expenses and other liabilities | $ 3,584 | $ 3,244 |
Notes Payable Related to Acqu51
Notes Payable Related to Acquisition (Details) - Medliance - Subordinated convertible promissory notes - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Notes Payable Related to Acquisition | ||||
Aggregate borrowings | $ 16,385 | |||
Interest rate (as a percent) | 8.00% | |||
Interest expense recognized | $ 330 | $ 706 | $ 980 | |
Aggregate acquisition date fair values | $ 14,347 | |||
Term of debt | 18 months | |||
Amortization of discount to interest expense | $ 325 | $ 755 | $ 906 |
Lines of Credit and Long-Term52
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Apr. 29, 2015 |
Lines of Credit | ||||||||
Amortization of deferred financing costs | $ 1,255 | $ 1,575 | ||||||
2015 Revolving Line | ||||||||
Lines of Credit | ||||||||
Maximum borrowing capacity | $ 25,000 | $ 15,000 | ||||||
Number of months of monthly recurring revenue through June 30, 2017 | 4 months | |||||||
Number of months of monthly recurring revenue thereafter | 3 months | |||||||
Minimum unrestricted cash and unused availability balance required | $ 3,000 | |||||||
Minimum EBITDA | $ 2,250 | $ 2,000 | ||||||
Minimum monthly recurring revenue retention rate (as a percent) | 90.00% | |||||||
Aggregate borrowings outstanding | 16,000 | $ 16,000 | ||||||
Remaining amount available for borrowings | $ 9,000 | $ 9,000 | ||||||
Interest rate (as a percent) | 4.56% | 4.56% | ||||||
Interest expense | $ 169 | $ 109 | $ 449 | 181 | ||||
Deferred financing costs | 141 | 141 | ||||||
Amortization of deferred financing costs | $ 9 | $ 13 | $ 36 | $ 22 | ||||
2015 Revolving Line | Plan | ||||||||
Lines of Credit | ||||||||
Minimum EBITDA | $ 2,500 | |||||||
2015 Revolving Line | Prime Rate | ||||||||
Lines of Credit | ||||||||
Spread on variable rate (as a percent) | 1.00% | |||||||
Floor rate (as a percent) | 3.50% |
Lines of Credit and Long-Term53
Lines of Credit and Long-Term Debt - Term Loan (Details) - USD ($) $ in Thousands | Oct. 04, 2016 | Jul. 01, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 |
Term loan | |||||||
Proceeds of initial term loan advance | $ 30,000 | ||||||
Loss on extinguishment of debt | $ (1,396) | (1,396) | |||||
Amortization of deferred financing costs | 1,255 | $ 1,575 | |||||
Outstanding borrowings | 30,000 | 30,000 | |||||
Loss on extinguishment of debt | 1,396 | 1,396 | |||||
ABC Credit Facility | |||||||
Term loan | |||||||
Proceeds of initial term loan advance | $ 30,000 | ||||||
Interest rate (as a percent) | 12.00% | ||||||
Interest expense | 920 | 920 | |||||
Deferred financing costs | $ 1,487 | ||||||
Amortization of deferred financing costs | 66 | 66 | |||||
Outstanding borrowings | 30,000 | 30,000 | |||||
Prepayment fee | $ 3,597 | ||||||
ABC Credit Facility | Forecast | |||||||
Term loan | |||||||
Loss on extinguishment of debt | $ (5,015) | ||||||
Loss on extinguishment of debt | $ 5,015 | ||||||
April 2014 Eastward Loan And December 2014 Eastward Loan | |||||||
Term loan | |||||||
Original principal balance | $ 15,000 | ||||||
Loss on extinguishment of debt | (1,396) | (1,396) | |||||
Loss on extinguishment of debt | $ 1,396 | $ 1,396 |
Lines of Credit and Long-Term54
Lines of Credit and Long-Term Debt - Term Loans and Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Term Loans and Capital Lease Obligations | ||
Present value of payments | $ 30,000 | |
Less discount on debt | (1,421) | |
Capital leases | 1,733 | $ 853 |
Total long-term debt, net | 30,312 | 13,956 |
Less current portion, net | (29,193) | (13,526) |
Total long-term debt, less current portion, net | 1,119 | 430 |
Tranche A Term Loan | ||
Term Loans and Capital Lease Obligations | ||
Term loans | 51 | |
Tranche B Term Loan | ||
Term Loans and Capital Lease Obligations | ||
Term loans | 28 | |
April 2014 Eastward Loan | ||
Term Loans and Capital Lease Obligations | ||
Present value of payments | 2,260 | |
Unamortized finance costs | (19) | |
Less discount on debt | (101) | |
Term loans | 2,140 | |
December 2014 Eastward Loan | ||
Term Loans and Capital Lease Obligations | ||
Present value of payments | 12,000 | |
Unamortized finance costs | (86) | |
Less discount on debt | (1,030) | |
Term loans | $ 10,884 | |
ABC Credit Facility | ||
Term Loans and Capital Lease Obligations | ||
Present value of payments | 30,000 | |
Unamortized finance costs | (1,421) | |
Term loans | $ 28,579 |
Lines of Credit and Long-Term55
Lines of Credit and Long-Term Debt - Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Term Loans | ||
Remainder of 2016 | $ 30,000 | |
Term Loans | 30,000 | |
Present value of payments | 30,000 | |
Less current portion | (28,579) | |
Less discount on debt | (1,421) | |
Capital lease obligations | ||
Remainder of 2016 | 204 | |
2,017 | 802 | |
2,018 | 694 | |
2,019 | 367 | |
2,020 | 11 | |
2,021 | 4 | |
Total | 2,082 | |
Less amount representing interest | (349) | |
Present value of payments | 1,733 | |
Less current portion | 614 | |
Capital lease obligations | 1,119 | |
Total long-term debt | ||
Remainder of 2016 | 30,204 | |
2,017 | 802 | |
2,018 | 694 | |
2,019 | 367 | |
2,020 | 11 | |
2,021 | 4 | |
Total | 32,082 | |
Less amount representing interest | (349) | |
Present value of payments | 31,733 | |
Less current portion, net | (29,193) | $ (13,526) |
Less discount on debt | (1,421) | |
Total long-term debt, less current portion, net | $ 1,119 | $ 430 |
Lines of Credit and Long-Term56
Lines of Credit and Long-Term Debt - Other Financing (Details) - AmerisourceBergen Drug Corporation - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Other Financing | |||
Monthly minimum purchase obligation | $ 1,750 | ||
Purchase Obligation, Period | 3 years | ||
Amount due as a result of prescription drug purchases | $ 3,190 | $ 3,691 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes | ||||
Tax expense | $ (164) | $ 36 | $ 11 | $ 212 |
Effective tax rate | (5.30%) | (5.70%) |
Other Long-term Liabilities (De
Other Long-term Liabilities (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Other Long-term Liabilities. | |
Other Long-term Liabilities | |
Long-term portion of deferred rent | $ 1,973 |
Stockholders' Deficit and Red59
Stockholders' Deficit and Redeemable Convertible Preferred Stock - Common Stock (Details) - Common Stock $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)Vote | |
Common Stock | |
Dividend declared (in dollars) | $ | $ 0 |
Class B common stock | |
Common Stock | |
Number of votes per share | Vote | 1 |
Stockholders' Deficit and Red60
Stockholders' Deficit and Redeemable Convertible Preferred Stock - Convertible Preferred Stock (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Series A redeemable convertible preferred stock | |
Redeemable Convertible Preferred Stock | |
Aggregate amount of cumulative unpaid dividends | $ 1,223 |
Series A-1 redeemable convertible preferred stock | |
Redeemable Convertible Preferred Stock | |
Aggregate amount of cumulative unpaid dividends | 661 |
Series B redeemable convertible preferred stock | |
Redeemable Convertible Preferred Stock | |
Aggregate amount of cumulative unpaid dividends | $ 944 |
Stockholders' Deficit and Red61
Stockholders' Deficit and Redeemable Convertible Preferred Stock - Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants | ||||
Interest expense | $ 1,242 | $ 1,468 | $ 4,250 | $ 4,418 |
Common stock warrants | ||||
Warrants | ||||
Exercise Price (in dollars per share) | $ 6.40 | $ 6.40 | ||
Number of shares called by warrants issued | 232,787 | 4,485 | 232,787 | 4,485 |
Interest expense | $ 0 | $ 16 | ||
Warrants issued (in shares) | 0 | |||
Shares issued upon exercise of warrants (in shares) | 210,817 | |||
Common stock warrant one | Class A common stock | ||||
Warrants | ||||
Number of Warrants | 106,361 | 106,361 | ||
Exercise Price (in dollars per share) | $ 0.480 | $ 0.480 | ||
Term (in years) | 10 years | |||
Common stock warrant two | Class B common stock | ||||
Warrants | ||||
Number of Warrants | 82,471 | 82,471 | ||
Exercise Price (in dollars per share) | $ 0.480 | $ 0.480 | ||
Term (in years) | 10 years | |||
Common stock warrant three | Class A common stock | ||||
Warrants | ||||
Number of Warrants | 7,731 | 7,731 | ||
Exercise Price (in dollars per share) | $ 0.530 | $ 0.530 | ||
Term (in years) | 10 years | |||
Common stock warrant four | Class A common stock | ||||
Warrants | ||||
Number of Warrants | 5,154 | 5,154 | ||
Exercise Price (in dollars per share) | $ 0.970 | $ 0.970 | ||
Term (in years) | 10 years | |||
Common stock warrant five | Class A common stock | ||||
Warrants | ||||
Number of Warrants | 515 | 515 | ||
Exercise Price (in dollars per share) | $ 0.970 | $ 0.970 | ||
Term (in years) | 10 years | |||
Common stock warrant six | Class B common stock | ||||
Warrants | ||||
Number of Warrants | 2,577 | 2,577 | ||
Exercise Price (in dollars per share) | $ 0.480 | $ 0.480 | ||
Term (in years) | 10 years | |||
Common stock warrant seven | Class B common stock | ||||
Warrants | ||||
Number of Warrants | 4,982 | 4,982 | ||
Exercise Price (in dollars per share) | $ 3.100 | $ 3.100 | ||
Term (in years) | 10 years | |||
Common stock warrant eight | Class B common stock | ||||
Warrants | ||||
Number of Warrants | 4,015 | 4,015 | ||
Exercise Price (in dollars per share) | $ 5.820 | $ 5.820 | ||
Term (in years) | 10 years |
Stockholders' Deficit and Red62
Stockholders' Deficit and Redeemable Convertible Preferred Stock - Common Stock Warrants Valuation (Details) - Common stock warrants | 9 Months Ended |
Sep. 30, 2015 | |
Valuation assumptions: | |
Expected volatility | 50.00% |
Expected life (years) | 10 years |
Risk-free interest rate | 2.13% |
Stockholders' Deficit and Red63
Stockholders' Deficit and Redeemable Convertible Preferred Stock - Preferred Stock Warrants (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Oct. 04, 2016 | |
Preferred stock warrants | |||
Warrants | |||
Warrants issued (in shares) | 0 | 0 | |
Preferred Stock Warrant One | Series A-1 redeemable convertible preferred stock | |||
Warrants | |||
Number of Warrants | 250,000 | ||
Exercise Price (in dollars per share) | $ 0.800 | ||
Term (in years) | 10 years | ||
Preferred Stock Warrant Two | Series A-1 redeemable convertible preferred stock | |||
Warrants | |||
Number of Warrants | 62,500 | ||
Exercise Price (in dollars per share) | $ 0.800 | ||
Term (in years) | 10 years | ||
Preferred Stock Warrant Three | Series B redeemable convertible preferred stock | |||
Warrants | |||
Number of Warrants | 105,005 | ||
Exercise Price (in dollars per share) | $ 2.860 | ||
Term (in years) | 10 years | ||
Preferred Stock Warrant Four | Series B redeemable convertible preferred stock | |||
Warrants | |||
Number of Warrants | 481,863 | ||
Exercise Price (in dollars per share) | $ 2.990 | ||
Term (in years) | 10 years | ||
Common stock warrants | |||
Warrants | |||
Exercise Price (in dollars per share) | $ 6.40 | ||
Warrants issued (in shares) | 0 | ||
Number of shares called by warrants issued | 232,787 | 4,485 | |
Common stock warrants | Subsequent Event | |||
Warrants | |||
Number of shares called by warrants issued | 463,589 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2016 | Sep. 28, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 31, 2016 |
Stock-Based Compensation | |||||||
Stock-based compensation expense (in dollars) | $ 223 | $ 159 | $ 481 | $ 471 | |||
2014 Plan | |||||||
Stock-Based Compensation | |||||||
Authorized shares of common stock | 4,037,981 | 4,037,981 | 4,037,981 | 3,935,865 | |||
2014 Plan | Restricted stock | |||||||
Stock-Based Compensation | |||||||
Grants (in shares) | 0 | 700,386 | |||||
Initial public offering price (in dollars per share) | $ 12 | ||||||
Stock-based compensation expense (in dollars) | $ 102 | $ 102 | |||||
Unrecognized compensation expense (in dollars) | $ 8,302 | $ 8,302 | $ 8,302 | ||||
2014 Plan | Class A common stock | |||||||
Stock-Based Compensation | |||||||
Authorized shares of common stock | 2,702,443 | 2,702,443 | 2,702,443 | ||||
2014 Plan | Class B common stock | |||||||
Stock-Based Compensation | |||||||
Authorized shares of common stock | 1,335,538 | 1,335,538 | 1,335,538 | ||||
2016 Plan | |||||||
Stock-Based Compensation | |||||||
Threshold limit to issue or transfer authorized shares (in shares) | 800,000 | 800,000 | 800,000 | ||||
Automatic increase on share reserve (as a percent) | 5.00% | ||||||
Available for future grant (in shares) | 777,740 | 777,740 | 777,740 | ||||
2016 Plan | Restricted stock | |||||||
Stock-Based Compensation | |||||||
Grants (in shares) | 22,260 | ||||||
Initial public offering price (in dollars per share) | $ 12 | ||||||
Stock-based compensation expense (in dollars) | $ 1 | $ 1 | |||||
Unrecognized compensation expense (in dollars) | $ 266 | $ 266 | $ 266 | ||||
2016 Plan | Restricted Stock, Initial grant | |||||||
Stock-Based Compensation | |||||||
Annual vesting (as a percent) | 33.33% | ||||||
Vesting period | 3 years | ||||||
2016 Plan | Restricted Stock, Annual grant | Maximum | |||||||
Stock-Based Compensation | |||||||
Vesting period | 1 year | ||||||
Leadership Exit Bonus Plan and Equity Compensation Plan 2016 | |||||||
Stock-Based Compensation | |||||||
Initial public offering price (in dollars per share) | $ 12 | $ 12 | $ 12 | ||||
Leadership Exit Bonus Plan and Equity Compensation Plan 2016 | Restricted stock | |||||||
Stock-Based Compensation | |||||||
Awards approved, but not yet granted (in shares) | 13,362 | 13,362 | 13,362 | ||||
Stock to be withheld for tax withholdings (in shares) | 7,010 | ||||||
Issuance of restricted stock (in shares) | 0 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-Based Compensation | ||||
Stock-based compensation expense (in dollars) | $ 223 | $ 159 | $ 481 | $ 471 |
Stock options | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense (in dollars) | $ 120 | $ 159 | $ 378 | $ 471 |
Stock options | ||||
Valuation assumptions: | ||||
Expected volatility (as a percent) | 59.00% | 55.12% | ||
Expected life | 6 years 29 days | 6 years 18 days | ||
Risk-free interest rate (as a percent) | 1.49% | 1.75% |
Stock-Based Compensation - Op66
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
2016 Plan | |||
Number of shares | |||
Outstanding at beginning of the period (in shares) | 2,791,754 | ||
Granted (in shares) | 6,310 | ||
Exercised (in shares) | (71,150) | ||
Forfeited (in shares) | (3,721) | ||
Outstanding at end of the period (in shares) | 2,723,193 | 2,791,754 | |
Options vested and expected to vest at end of the period (in shares) | 2,723,193 | ||
Exercisable at end of the period (in shares) | 2,239,139 | ||
Weighted average exercise price | |||
Outstanding at beginning of the period (in dollars per share) | $ 3.27 | ||
Granted (in dollars per share) | 13.17 | ||
Exercised (in dollars per share) | 1.45 | ||
Forfeited (in dollars per share) | 7.36 | ||
Outstanding at end of the period (in dollars per share) | 3.33 | $ 3.27 | |
Options vested and expected to vest at end of the period (in dollars per share) | 3.33 | ||
Exercisable at end of the period (in dollars per share) | $ 2.92 | ||
Weighted average remaining contractual term | |||
Outstanding | 6 years 3 months 18 days | 7 years | |
Options vested and expected to vest at end of the period | 6 years 3 months 18 days | ||
Exercisable | 6 years | ||
Aggregate intrinsic value | |||
Outstanding (in dollars) | $ 29,991 | $ 27,239 | |
Options vested and expected to vest at end of the period (in dollars) | 29,991 | ||
Exercisable (in dollars) | 25,529 | ||
Stock options | 2016 Plan | |||
Unrecognized compensation cost and recognition period disclosure | |||
Total unrecognized compensation cost | $ 906 | ||
Weighted average period expected to be recognized | 1 year 6 months | ||
Stock options | |||
Aggregate intrinsic value | |||
Weighted average grant-date fair value (in dollars per share) | $ 7.29 | $ 3.23 | |
Non-employee options | 2016 Plan | |||
Number of shares | |||
Outstanding at end of the period (in shares) | 217,747 | ||
Aggregate intrinsic value | |||
Unvested options (in shares) | 2,446 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | $ 223 | $ 159 | $ 481 | $ 471 |
Cost of revenue - product | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 27 | 25 | 85 | 75 |
Cost of revenue - service | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 7 | 7 | 21 | 17 |
Research and development | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 9 | 6 | 30 | 14 |
Selling and marketing | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 21 | 21 | 65 | 68 |
General and administrative | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | $ 159 | $ 100 | $ 280 | $ 297 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Measurements | |||
Note payable related to acquisition | $ 15,620 | ||
Acquisition-related contingent consideration - short-term | $ 1,634 | 1,886 | |
Acquisition-related contingent consideration - long-term | 1,858 | 3,355 | |
Liabilities | 8,422 | 26,430 | |
Level 3 | |||
Fair Value Measurements | |||
Note payable related to acquisition | 15,620 | $ 14,347 | |
Acquisition-related contingent consideration - short-term | 1,634 | 1,886 | |
Acquisition-related contingent consideration - long-term | 1,858 | 3,355 | |
Liabilities | 8,422 | 26,430 | |
Warrant liability | |||
Fair Value Measurements | |||
Warrant liability | 4,930 | 5,569 | |
Warrant liability | Level 3 | |||
Fair Value Measurements | |||
Warrant liability | $ 4,930 | $ 5,569 |
Fair Value Measurements - Prefe
Fair Value Measurements - Preferred Stock Warrants Valuation (Details) - Preferred stock warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Weighted-average assumptions: | ||
Estimated life | 7 years 2 months 27 days | 7 years 11 months 27 days |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.40% | 2.10% |
Fair value of underlying instrument | $ 14.32 | $ 8.14 |
Volatility | 59.69% | 57.81% |
Discount for lack of marketability | 10.00% | 10.00% |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Warrant liability | |
Change in fair value using significant unobservable inputs (Level 3): | |
Balance at beginning of period | $ 5,569 |
Change in / Adjustments to fair value | (639) |
Balance at end of period | 4,930 |
Acquisition related contingent consideration | |
Change in fair value using significant unobservable inputs (Level 3): | |
Balance at beginning of period | 5,241 |
Fair value of cash consideration paid | (1,895) |
Change in / Adjustments to fair value | 146 |
Balance at end of period | $ 3,492 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related-Party Transactions | |||||
Notes payable to related parties | $ 250 | $ 250 | $ 250 | ||
Interest rate (as a percent) | 6.00% | 6.00% | 6.00% | ||
Total interest expenses | $ 4 | $ 10 | $ 11 | $ 38 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2016 | Oct. 04, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Common stock warrants | |||||
Subsequent Event | |||||
Shares issued upon exercise of warrants (in shares) | 210,817 | ||||
Number of shares issuable upon net exercise of outstanding warrants | 232,787 | 4,485 | |||
Leadership Exit Bonus Plan and Equity Compensation Plan 2016 | |||||
Subsequent Event | |||||
Issuance price (in dollars per share) | $ 12 | ||||
Subsequent Event | Common Stock | |||||
Subsequent Event | |||||
Shares issued upon exercise of warrants (in shares) | 288,324 | 202,061 | |||
Subsequent Event | Common stock warrants | |||||
Subsequent Event | |||||
Number of shares issuable upon net exercise of outstanding warrants | 463,589 | ||||
Number of warrants exercised (in shares) | 431,373 | ||||
Subsequent Event | Leadership Exit Bonus Plan and Equity Compensation Plan 2016 | |||||
Subsequent Event | |||||
Issuance price (in dollars per share) | $ 12 | ||||
Shares issued net of shares for tax withholding (in shares) | 13,362 | ||||
Shares paid for tax withholding (in shares) | 7,010 | ||||
Value of shares issued net of shares for tax withholding | $ 244 | ||||
IPO | Subsequent Event | |||||
Subsequent Event | |||||
Issuance of common stock upon public offering (in shares) | 4,300,000 | ||||
Issuance price (in dollars per share) | $ 12 | ||||
Underwriter option | Subsequent Event | |||||
Subsequent Event | |||||
Issuance of common stock upon public offering (in shares) | 645,000 |