Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 20,465,936 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 13,947 | $ 10,430 |
Accounts receivable, net | 25,020 | 17,087 |
Inventories | 3,613 | 2,795 |
Rebates receivable | 242 | 342 |
Prepaid expenses | 2,469 | 2,253 |
Other current assets | 7,269 | 2,544 |
Total current assets | 52,560 | 35,451 |
Property and equipment, net | 11,025 | 9,243 |
Software development costs, net | 6,861 | 5,001 |
Goodwill | 90,919 | 74,613 |
Intangible assets, net | 68,677 | 62,736 |
Deferred income tax assets | 3,938 | |
Other assets | 556 | 788 |
Total assets | 234,536 | 187,832 |
Current liabilities: | ||
Current portion of long-term debt | 1,028 | 921 |
Acquisition-related contingent consideration ($35,929 payable in common stock as of September 30, 2018) | 73,788 | 1,640 |
Accounts payable | 10,553 | 16,218 |
Accrued expenses and other liabilities | 21,945 | 8,988 |
Total current liabilities | 107,314 | 27,767 |
Line of credit | 26,500 | |
Long-term debt | 340 | 784 |
Long-term acquisition-related contingent consideration | 31,789 | |
Deferred income tax liability | 989 | |
Other long-term liabilities | 2,785 | 2,615 |
Total liabilities | 136,939 | 63,944 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 and December 31, 2017 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 20,512,499 and 19,371,005 shares issued and 20,356,559 and 19,297,539 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 2 | 2 |
Additional paid-in capital | 157,353 | 144,074 |
Treasury stock, at cost; 155,940 and 73,466 at September 30, 2018 and December 31, 2017, respectively | (3,825) | (959) |
Accumulated deficit | (55,933) | (19,229) |
Total stockholders' equity | 97,597 | 123,888 |
Total liabilities and stockholders' equity | $ 234,536 | $ 187,832 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Acquisition-related contingent consideration payable in common stock as of September 30, 2018 | $ 35,929 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,512,499 | 19,371,005 |
Common stock, shares outstanding | 20,356,559 | 19,297,539 |
Treasury stock (in shares) | 155,940 | 73,466 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Revenue | $ 54,418 | $ 32,731 | $ 146,960 | $ 90,145 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 35,058 | 23,465 | 99,132 | 64,088 |
Operating expenses: | ||||
Research and development | 3,380 | 1,527 | 8,515 | 4,037 |
Sales and marketing | 2,669 | 1,325 | 6,985 | 3,869 |
General and administrative | 7,824 | 4,098 | 20,229 | 16,097 |
Change in fair value of acquisition-related contingent consideration (income) expense | (8,419) | 923 | 40,385 | 960 |
Depreciation and amortization | 4,096 | 2,166 | 12,110 | 5,730 |
Total operating expenses | 9,550 | 10,039 | 88,224 | 30,693 |
Income (loss) from operations | 9,810 | (773) | (40,396) | (4,636) |
Other expense: | ||||
Interest expense | 232 | 174 | 415 | 327 |
Total other expense | 232 | 174 | 415 | 327 |
Income (loss) before income taxes | 9,578 | (947) | (40,811) | (4,963) |
Income tax (benefit) expense | (838) | (7,112) | (4,107) | (6,852) |
Net income (loss) | 10,416 | 6,165 | (36,704) | 1,889 |
Net income (loss) attributable to common stockholders | ||||
Basic | 10,416 | 6,165 | (36,704) | 1,889 |
Diluted | $ 10,416 | $ 6,165 | $ (36,704) | $ 1,889 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.54 | $ 0.37 | $ (1.93) | $ 0.11 |
Diluted (in dollars per share) | $ 0.47 | $ 0.33 | $ (1.93) | $ 0.10 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 19,217,623 | 16,699,102 | 18,989,334 | 16,483,169 |
Diluted (in shares) | 22,288,873 | 18,646,031 | 18,989,334 | 18,411,800 |
Product | ||||
Revenue: | ||||
Revenue | $ 28,045 | $ 23,780 | $ 82,603 | $ 68,995 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 21,100 | 18,418 | 62,007 | 53,151 |
Service | ||||
Revenue: | ||||
Revenue | 26,373 | 8,951 | 64,357 | 21,150 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | $ 13,958 | $ 5,047 | $ 37,125 | $ 10,937 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2017 | $ 2 | $ (959) | $ 144,074 | $ (19,229) | $ 123,888 |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 19,371,005 | (73,466) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Common stock offering issuance costs | (9) | (9) | |||
Issuance of common stock in connection with acquisition | 3,595 | 3,595 | |||
Issuance of common stock in connection with acquisition (in shares) | 45,561 | ||||
Issuance of restricted stock (in shares) | 433,459 | ||||
Shares surrendered by stockholder | (2,474) | ||||
Shares repurchased | $ (2,866) | (2,866) | |||
Shares repurchased (in shares) | (80,000) | ||||
Net exercise of stock options | (18) | (18) | |||
Net exercise of stock options (in shares) | 258,289 | ||||
Exercise of stock options | 2,590 | 2,590 | |||
Exercise of stock options (in shares) | 404,185 | ||||
Stock based compensation expense | 7,121 | 7,121 | |||
Net income | (36,704) | (36,704) | |||
Balance at end of period at Sep. 30, 2018 | $ 2 | $ (3,825) | $ 157,353 | $ (55,933) | $ 97,597 |
Balance at end of period (in shares) at Sep. 30, 2018 | 20,512,499 | (155,940) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (36,704) | $ 1,889 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 12,110 | 5,730 |
Amortization of deferred financing costs and debt discount | 66 | 72 |
Deferred taxes | (4,536) | (7,144) |
Stock-based compensation | 7,121 | 7,776 |
Change in fair value of acquisition-related contingent consideration | 40,385 | 960 |
Other noncash items | 51 | 17 |
Changes in operating assets and liabilities, net of effect from acquisitions | ||
Accounts receivable, net | (7,035) | (1,359) |
Inventories | (818) | 130 |
Rebates receivable | 100 | (30) |
Prepaid expenses and other current assets | (5,015) | (18) |
Other assets | 267 | (58) |
Accounts payable | (5,163) | 29 |
Accrued expenses and other liabilities | 8,421 | 3,274 |
Other long-term liabilities | (7) | 432 |
Net cash provided by operating activities | 9,243 | 11,700 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,484) | (2,618) |
Software development costs | (3,564) | (2,223) |
Purchases of intangible assets | (29) | |
Acquisition of business, net of cash acquired | (21,981) | (34,452) |
Net cash used in investing activities | (29,058) | (39,293) |
Cash flows from financing activities: | ||
Payments for repurchase of common stock | (2,866) | (959) |
Proceeds from exercise of stock options | 2,590 | 194 |
Payments for employee taxes for shares withheld | (2,123) | |
Payments for debt financing costs | (103) | (220) |
Borrowings on line of credit | 26,500 | 35,342 |
Repayments of line of credit | (342) | |
Payments of acquisition-related consideration | (550) | |
Payments of equity offering costs | (364) | (132) |
Payments of contingent consideration | (1,646) | (1,498) |
Repayments of long-term debt | (779) | (525) |
Net cash provided by financing activities | 23,332 | 29,187 |
Net increase in cash | 3,517 | 1,594 |
Cash, beginning of period | 10,430 | 4,345 |
Cash, end of period | 13,947 | 5,939 |
Supplemental disclosure of cash flow information: | ||
Acquisition of equipment under capital leases | 442 | |
Additions to property, equipment, and software development purchases included in accounts payable and accrued expenses | 390 | 50 |
Deferred offering costs included in accounts payable | 46 | |
Cash paid for interest | 251 | $ 146 |
Employee payroll taxes on exercise of stock options included in accrued expenses | $ 348 | |
Stock issued in connection with acquisition | 3,595 | 11,541 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2018 | |
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 (“MRM”) and to support health plan management. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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, 2017, which are included in the Company’s annual report filed on Form 10-K on March 14, 2018 . 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, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018, 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 annual report as filed on Form 10-K. (b) 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 $13,947 as of September 30, 2018, cash flows from operations and borrowing availability under the Amended and Restated Loan and Security Agreement (as amended, the “Amended and Restated 2015 Revolving Line”) are sufficient to fund the Company's planned operations through at least December 31, 2019. See Note 11 for additional information. As of the date of this filing, the Company is in the process of evaluating potential refinancing options in order to increase its borrowing capacity. There are no assurances that the Company will be successful in refinancing its borrowing capacity on terms acceptable to the Company, if at all. (c) 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. (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligations are satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional information about the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). See Note 4 for additional detail about the Company’s products and service lines. (e) Cost of Product Revenue Cost of product revenue includes all costs directly related to the fulfillment and distribution of prescription drugs as part of the Company’s MRM offerings. Costs consist primarily of the purchase price of the prescription drugs the Company dispenses, expenses to package, dispense and distribute prescription drugs, and expenses associated with the Company's prescription fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Such costs also include direct overhead expenses, as well as allocated miscellaneous overhead costs. The Company allocates miscellaneous overhead costs among functions based on employee headcount. (f) Cost of Service Revenue Cost of service revenue includes all costs directly related to servicing the Company’s MRM service contracts, which primarily consist of labor costs, outside contractors, technology services, hosting fees and overhead costs. In addition, service costs include all labor costs, including stock-based compensation expense, directly related to the health plan management and pharmacy cost management services and expenses for claims processing, technology services and overhead costs. (g) R ecent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers , and has subsequently issued a number of amendments to ASU 2014-09. ASU 2014-09, as amended, represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. ASU 2014-09 sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. For public companies, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim reporting periods within that reporting period. The Company adopted ASU-2014-09 as of January 1, 2018 using the full retrospective method. As a result, the Company revised the consolidated balance sheets as of December 31, 2017, and the consolidated statements of operations and cash flows for the three and nine months ended September 30, 2017, and related notes to the unaudited consolidated financial statements for the effects of adoption. See Note 3 for additional information. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") and has subsequently issued a number of amendments to ASU 2016-02. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently analyzing its leasing arrangements and evaluating the practical expedients and accounting policy elections to determine the potential impact of the adoption of this standard. The Company is also in the process of assessing any potential impacts on its internal controls, business processes, and accounting policies related to both the implementation of, and ongoing compliance, with the new standard. The Company anticipates that this standard will have a material impact on the Company’s consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. 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 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 has adopted ASU 2016-15 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (“ASU 2017-01”). ASU 2017-01 provides guidance for evaluating whether a set of transferred assets and activities (the “set”) should be accounted for as an acquisition of a business or group of assets. The guidance provides a screen to determine when a set does not qualify to be a business. When substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar assets, the set is not a business. Also to be considered a business, the set would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company has adopted ASU 2017-01 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill to measure an impairment charge. Instead, entities will be required to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. ASU 2017-04 is effective for financial statements issued for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company believes the adoption of ASU 2017-04 will not have a material effect on the Company's consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements. The guidance requires modification accounting only if the fair value, vesting conditions, or the classification of the award (as equity or liability) changes as a result of a change in terms or conditions. ASU 2017-09 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company has adopted ASU 2017-09 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounts (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns such payments to nonemployees with the current accounting requirements for share-based payments to employees. ASU 2018-07 is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company has elected to early adopt ASU 2018-07 as of September 30, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements for fair value measurements and is effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the potential impact of the adoption of this standard on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalization implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the potential impact of the adoption of this standard on the Company’s consolidated financial statements. |
Adoption of New Accounting Poli
Adoption of New Accounting Policy | 9 Months Ended |
Sep. 30, 2018 | |
Adoption of New Accounting Policy | |
Adoption of New Accounting Policy | 3. Adoption of New Accounting Policy As described in Note 2, t he Company adopted ASU 2014-09 on January 1, 2018 using the full retrospective method and applying the practical expedient in paragraph 606-10-65-1(f)(2) of the FASB Accounting Standards Codification (“ASC”), under which the Company used the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods for those completed contracts with variable consideration . The following is a summary of the changes in accounting policies and presentation resulting from the adoption of ASU 2014-09 on the Company’s consolidated unaudited financial statements. MRM services Per member per month fees bundled with prescription fulfillment services fees in the Company’s MRM contracts were previously classified as product revenue. Under ASU 2014-09, the per member per month fees are classified as service revenue and based on relative stand-alone selling prices. The Company continues to recognize the per member per month fees as the services are provided. Health plan management services Certain contracts for the Company’s health plan management services include fees based on the gains recognized by clients as a result of services provided. Revenue for these contracts was historically recognized when billed because the price was not fixed or determinable. Under ASU 2014-09, revenue from these contracts is recognized monthly as the health plan management services are provided. The revenue includes the contractual per member per month rate and an estimated gain earned during each reporting period. Pharmacy cost management services Data and statistics fees from drug manufacturers were previously recognized as revenue when received due to the unpredictable nature of the payment amounts and because fees were not fixed and determinable until received. Under ASU 2014-09, these fees are recognized when the data is submitted to the drug manufacturers. The fees recognized are estimated using historical data, and adjusted as necessary to reflect new information. The estimated fees are recorded as data analytics related contract assets and are included in other current assets on the consolidated balance sheets. As of September 30, 2018 and December 31, 2017, the balance of the data analytics contract asset was $4,732 and $1,842, respectively. Impact on financial statements The following tables summarize the impact of the adoption of ASU 2014-09 on the previously reported consolidated balance sheets as of December 31, 2017 and consolidated statements of operations for the three and nine months ended September 30, 2017. Financial statement line items that were not materially affected by the adoption of ASU 2014-09 are excluded. The adoption of ASU 2014-09 had no impact on cash provided by or used in operating, investing or financing activities in the consolidated statements of cash flows for the nine months ended September 30, 2017. For the year ended December 31, 2017 As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted Assets Current assets: Other current assets $ 702 $ 1,842 $ 2,544 Total current assets 33,609 1,842 35,451 Total assets $ 185,990 $ 1,842 $ 187,832 Liabilities and stockholders’ equity Deferred income tax liability $ 545 $ 444 $ 989 Total liabilities 63,500 444 63,944 Stockholders' equity: Accumulated deficit (20,627) 1,398 (19,229) Total stockholders’ equity 122,490 1,398 123,888 Total liabilities and stockholders’ equity $ 185,990 $ 1,842 $ 187,832 Three Months Ended Nine Months Ended September 30, September 30, 2017 2017 As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted Revenue: Product revenue $ 24,621 $ (841) $ 23,780 $ 71,391 $ (2,396) $ 68,995 Service revenue 8,647 304 8,951 19,222 1,928 21,150 Total revenue 33,268 (537) 32,731 90,613 (468) 90,145 Cost of revenue, exclusive of depreciation and amortization shown below: Product cost 18,979 (561) 18,418 54,847 (1,696) 53,151 Service cost 4,486 561 5,047 9,241 1,696 10,937 Total cost of revenue, exclusive of depreciation and amortization 23,465 — 23,465 64,088 — 64,088 Loss from operations (236) (537) (773) (4,168) (468) (4,636) Net income $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income attributable to common stockholders, basic $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income attributable to common stockholders, diluted $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income per share attributable to common stockholders, basic $ 0.46 $ (0.09) $ 0.37 $ 0.20 $ (0.09) $ 0.11 Net income per share attributable to common stockholders, diluted $ 0.41 $ (0.08) $ 0.33 $ 0.18 $ (0.08) $ 0.10 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue | |
Revenue | 4. Revenue The Company provides a comprehensive suite of technology-enabled solutions tailored toward the specific needs of the healthcare organizations and health plans it serves. These solutions can be integrated or provided on a standalone basis. Contracts generally have a term of one to five years and in some cases automatically renew at the end of the initial term. In most cases, clients may terminate their contracts with a notice period ranging from 0 to 180 days without cause, thereby limiting the term in which the Company has enforceable rights and obligations. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the goods or services. The Company uses the practical expedient not to account for significant financing components because the period between recognition and collection does not exceed one year for most of the Company’s contracts. Product Revenue MRM prescription fulfillment services. The Company has a stand ready obligation to provide prescription fulfillment pharmacy services, including dispensing and delivery of an unknown mix and quantity of medications, directly to healthcare organizations. Revenue from MRM prescription fulfillment services is recognized when medications are shipped and control has generally passed to the client and is generally billed monthly. At the time of shipment, the Company has performed substantially all of its performance obligations under its client contracts and does not experience a significant level of returns or reshipments. Service Revenue MRM services . The Company provides an array of MRM services. These services include enrollment, medication regimen reviews, and software to identify high risk members and provide medication risk alerts and intervention tracking that enable pharmacists to optimize medication therapy. R evenue related to these performance obligations primarily consists of per member per month fees, monthly subscription fees, and per comprehensive medication review fees. MRM p er member per month fees and monthly subscription fees are recognized based on their relative stand-alone selling prices as the services are provided. Additionally, certain of the Company’s MRM service contracts include a performance guarantee based on the number of comprehensive medication reviews completed and guarantees by the Company for specific service level performance. For these contracts, revenue is recognized as comprehensive medication reviews are completed at their relative stand-alone selling price which is estimated based on the Company’s assessment of the total transaction price under each contract. The stand-alone selling price and amount of variable consideration recognized are adjusted as necessary at the end of each reporting period. If client performance guarantees are not being realized, the Company records, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period. Fees for these services are generally billed monthly. Health plan management services. The Company has a stand ready obligation to provide risk adjustment services, electronic health records solutions, and third party administration services, which the Company collectively refers to as health plan management services. The performance obligations are a series of distinct services that are substantially the same and have the same pattern of transfer. Revenue related to these performance obligations primarily consists of setup fees, per member per month fees, and in certain contracts a gain-share component. Revenue from these contracts is recognized monthly as the health plan management services are provided. The revenue includes the contractual per member per month rate and an estimated gain earned during each reporting period. Set-up fees related to health plan management contracts represent an upfront fee from the client to compensate the Company for its efforts to prepare the client and configure its system for the data collection process. The set-up activities do not have value apart from the broader health plan management services provided to the client and do not represent a separate performance obligation and as such, setup fees are recognized over the contract term as services are provided. Fees for these services are generally billed monthly . Pharmacy cost management services. The Company has a stand ready obligation to provide monthly pharmacy cost management services which includes adjudication, pricing validation, utilization analysis and pharmacy transaction review services. The performance obligation is a series of distinct services that are substantially the same and have the same pattern of transfer. Revenue related to this performance obligation primarily consists of subscription fees based on a monthly flat fee or as a percentage of monthly transactions incurred and revenue generated from drug manufacturers for the sale of drug utilization data. Revenue from these services is recognized monthly as the pharmacy cost management services are provided at the contractual subscription fee rate and when the data is submitted to the drug manufacturers based on the estimated fair value of the data. The drug utilization fees recognized are estimated using historical data, and are adjusted as necessary to reflect new information. Drug utilization data is generally submitted monthly and collected 180 days after submission. Disaggregation of revenue In the following table, revenue is disaggregated by major service line. The Company manages its operations and allocates its resources as a single reportable segment. All of the Company’s revenue is recognized in the United States and all of the Company’s assets are located in the United States. The Company's MRM and health plan management clients consist primarily of healthcare organizations, commercial health plans, and pharmacies. The Company’s pharmacy cost management clients consist primarily of post-acute care facilities. Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Major service lines MRM prescription fulfillment services $ 28,045 $ 23,780 $ 82,603 $ 68,995 MRM services 15,467 6,138 45,821 12,526 Health plan management services 5,383 1,466 10,220 4,204 Pharmacy cost management services 5,412 1,289 8,073 4,264 Other services 111 58 243 156 $ 54,418 $ 32,731 $ 146,960 $ 90,145 Contract balances Assets and liabilities related to the Company’s contracts are reported on a contract-by-contract basis at the end of each reporting period. The following table provides information about the Company’s contract assets and contract liabilities from contracts with clients as of September 30, 2018 and December 31, 2017. September 30, December 31, 2018 2017 (unaudited) (as adjusted)* Contract assets $ 6,857 $ 1,842 Contract liabilities 4,240 1,350 *See Note 3 for additional information. Contract assets as of September 30, 2018 consisted of $4,732 related to data analytics contract assets, $2,030 related to consideration for performance obligations completed related to MRM service contracts but which the Company does not have an unconditional right to the consideration, and $95 related to the gain-share component of completed health plan management services contracts. Contract assets as of December 31, 2017 consisted of $1,842 related to the data analytics contract asset. Contract assets are included in other current assets on the Company’s consolidated balance sheets. The contract assets are transferred to receivables when the rights to the additional consideration becomes unconditional. The contract liabilities primarily relate to advanced billings for prescription medications not yet fulfilled or dispensed, advanced payments received for service obligations on MRM performance guaranteed contracts, acquired performance obligations related to software maintenance contracts associated with our Mediture acquisition (see Note 6), and unamortized setup fees on health plan management contracts. Contract liabilities are included in accrued expenses and other current liabilities and in other long-term liabilities on the Company’s consolidated balance sheets. The Company anticipates that it will satisfy most of its performance obligations associated with its contract liabilities within a year. Significant changes in the contract assets and the contract liabilities balances during the period are as follows: September 30, 2018 (unaudited) Contract asset: Contract asset, beginning of period $ 1,842 Decreases due to cash received (1,949) Increases, net of reclassifications to receivables 6,964 Contract asset, end of period $ 6,857 Contract liability Contract liability, beginning of period $ 1,350 Revenue recognized that was included in the contract liability balance at the beginning of the period (1,278) Increases due to cash received, excluding amounts recognized as revenue during the period 3,306 Increases due to business combination 948 Revenue recognized from business combinations that was included in the contract liability balance on the acquisition date (86) Contract liability, end of period $ 4,240 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2018 | |
Net Income (Loss) per Share | |
Net Loss per Share | 5. 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 using the treasury stock method for the three and nine months ended September 30, 2018 and September 30, 2017, respectively. Diluted 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 outstanding 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, 2018 2017* 2018 2017* Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ 10,416 $ 6,165 $ (36,704) $ 1,889 Denominator: Weighted average shares of common stock outstanding, basic 19,217,623 16,699,102 18,989,334 Denominator (diluted): Weighted average shares of common stock outstanding 19,217,623 16,699,102 18,989,334 Effect of potential dilutive securities: Weighted average dilutive effect of stock options 1,898,543 1,235,883 — 1,308,202 Weighted average dilutive effect of restricted shares 898,821 711,046 — 607,988 Weighted average dilutive effect of contingently issuable shares 273,886 — — — Weighted average dilutive effect of common shares from warrants — — — 12,441 Weighted average shares of common stock outstanding, diluted 22,288,873 18,646,031 18,989,334 Net income (loss) per share attributable to common stockholders, basic $ 0.54 $ 0.37 $ (1.93) $ 0.11 Net income (loss) per share attributable to common stockholders, diluted $ 0.47 $ 0.33 $ (1.93) $ 0.10 *As adjusted. See Note 3 for additional information. The following potential common shares, presented based on amounts outstanding or shares contingently issuable for the nine months ended September 30, 2018, 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: Nine Months Ended September 30, 2018 Stock options to purchase common stock 2,566,855 Unvested restricted stock 1,063,681 Contingently issuable shares 142,679 3,773,215 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Acquisitions | |
Acquisitions | 6. Acquisitions Mediture On August 31, 2018, the Company entered into a membership interest purchase agreement with each member of Mediture LLC and eClusive L.L.C. (collectively, “Mediture”) pursuant to which the Company acquired all of the issued and outstanding membership and/or economic interests of Mediture. Mediture is a provider of electronic health record solutions and third party administrator services in the PACE market and also services several managed long-term care organizations in the State of New York. The consideration for the acquisition was comprised of (i) $18,500 cash consideration paid upon closing, subject to certain customary post-closing adjustments, upon the terms and subject to the conditions contained in the purchase agreement and (ii) the issuance of 45,561 shares of the Company’s common stock, based on a value of $3,500 and calculated based on the arithmetic average of the day volume-weighted average (rounded to two decimal places) trading price per share of the Company’s common stock for the 15 full trading days ended on and including the trading day prior to the closing of the acquisition, using trading prices reported on the NASDAQ Global Market. The stock consideration issued at the closing of the acquisition had an acquisition-date fair value of $3,595 based on the closing trading price on August 31, 2018. A portion of the cash consideration paid at closing is being held in escrow to secure potential claims by the Company for indemnification under the agreement and in respect of adjustments to the purchase price . In connection with the acquisition of Mediture, the Company incurred direct acquisition and integration costs of $355 and $367 during the three and nine months ended September 30, 2018, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations. The following table summarizes the purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration. Cash consideration at closing, net of post-closing adjustments $ 17,452 Stock consideration at closing 3,595 Total fair value of acquisition consideration $ 21,047 The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 2,427 Accounts receivable 898 Prepaid expenses and other current assets 136 Property and equipment 219 Trade name 300 Developed technology 2,300 Client relationships 4,400 Non-competition agreement 1,300 Goodwill 13,167 Total assets acquired $ 25,147 Accrued expenses and other liabilities (3,811) Trade accounts payable (112) Other long-term liabilities (177) Total purchase price $ 21,047 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included a trade name, developed technology, client relationships, and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average of 3, 8.5, 11.9, and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 9.54 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of Mediture. The fair value of the trade name and developed technology was estimated using the relief from royalty method. The Company derived the hypothetical royalty income from the projected revenues of Mediture. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each client grouping. The fair value of the non-competition agreements was estimated using the discounted earnings method by estimating the potential loss of earnings absent the non-competition agreements, assuming the covenantor competes at different time periods during the life of the agreements. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for income tax purposes. The Company believes the goodwill related to the acquisition was a result of providing the Company a complementary client base and service offering that will enable the Company to leverage its services with existing and new clients. The goodwill is deductible for income tax purposes. Revenue from Mediture is primarily comprised of per member per month fees and annual subscription fees for electronic health record solutions and third party administration services. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred, and is included in service revenue and cost of revenue – service cost, respectively, in the Company’s consolidated statements of operations. For the three and nine months ended September 30, 2018, service revenue of $1,114 and net income of $453 from Mediture were included in the Company’s consolidated statements of operations. The Company continues to evaluate the fair value of certain assets acquired and liabilities assumed 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 as a result of the final determination may result in a corresponding adjustment to these assets and liabilities, including goodwill. The determination of the estimated fair values of all assets acquired is expected to be completed within one year from the date of acquisition Peak PACE Solutions On May 1, 2018, the Company entered into an asset purchase agreement with Peak PACE Solutions, LLC (“Peak PACE”) and certain other parties thereto pursuant to which such subsidiary acquired substantially all of the assets, and assumed certain enumerated liabilities, of Peak PACE, an organization that helps PACE organizations manage the business functions that drive the major sources of reimbursement revenue and utilization costs. The acquisition consideration was comprised of cash consideration consisting of (i) $7,719 payable upon the closing of the acquisition, subject to certain customary post-closing adjustments, upon the terms and subject to the conditions contained in the asset purchase agreement, and (ii) contingent purchase price with a preliminary estimated acquisition-date fair value of $1,620 to be paid in cash based on the achievement of certain performance goals for the twelve-month period ending December 31, 2018. In no event is the Company obligated to pay more than $10,000 in cash purchase price for the entire transaction and a portion of the cash consideration paid at closing is being held in escrow to secure potential claims by the Company for indemnification under the agreement. In connection with the acquisition of Peak PACE, the Company incurred direct acquisition and integration costs of $7 and $269 during the three and nine months ended September 30, 2018, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to determine the estimated acquisition-date fair value of the acquisition-related contingent consideration of $1,620. The fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. See Note 16 for additional information. The following table summarizes the purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration: Cash consideration at closing, net of post-closing adjustments $ 7,563 Estimated fair value of contingent consideration 1,620 Total fair value of acquisition consideration $ 9,183 The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 606 Property and equipment 84 Trade name 290 Client relationships 5,220 Non-competition agreement 50 Goodwill 3,559 Total assets acquired $ 9,809 Accrued expenses and other liabilities (626) Total purchase price, including contingent consideration of $1,620 $ 9,183 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included a trade name, client relationships, and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average of 1.5, 10, and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 9.51 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of Peak PACE. The fair value of the trade name was estimated using the relief from royalty method. The Company derived the hypothetical royalty income from the projected revenues of Peak PACE. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each client grouping. The fair value of the non-competition agreements was estimated using the differential approach which involves valuing the business under two different scenarios. The first valuation assumes the non-compete agreements are in place and the second valuation assumes that they are not. The difference in the value of the business under each approach is attributed to the non-compete agreements. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for income tax purposes. The Company believes the goodwill related to the acquisition was a result of providing the Company a complementary client base and service offering that will enable the Company to leverage its services with existing and new clients. The goodwill is deductible for income tax purposes. Revenue from Peak PACE is primarily comprised of per member per month fees for third party administration services. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred, and is included in service revenue and cost of revenue – service cost, respectively, in the consolidated statements of operations. For the three and nine months ended September 30, 2018, service revenue of $2,330 and $3,679, respectively, and net income of $479 and $254, respectively, from Peak PACE were included in the Company’s consolidated statements of operations. The Company continues to evaluate the fair value of certain assets acquired and liabilities assumed 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 as a result of the final determination may result in a corresponding adjustment to these assets and liabilities, including goodwill. The determination of the estimated fair values of all assets acquired is expected to be completed within one year from the date of acquisition. Sinfon í aRx On September 6, 2017, the Company, TRCRD, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub I”), and TRSHC Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, the Merger Subs, Sinfonía HealthCare Corporation, a Delaware corporation (“Sinfonía”), Michael Deitch, Fletcher McCusker and Mr. Deitch in his capacity as the Stockholders’ Representative. Under the terms of the Merger Agreement, the Company acquired the SinfoníaRx business (“SRx”) as a result of Merger Sub I merging with and into Sinfonía, with Sinfonía surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and, immediately following the First Merger, Sinfonía merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of the Company. The SRx business provides medication therapy management technology and services for Medicare, Medicaid, commercial health plans and pharmacies. These service offerings fall under the Company’s MRM services. A portion of the cash consideration is being held in escrow to secure potential claims by the Company for indemnification under the Merger Agreement. The consideration for the acquisition of SRx was comprised of (i) cash consideration of $35,000 paid upon closing, subject to certain customary post-closing adjustments, in each case upon the terms and subject to the conditions contained in the Merger Agreement; (ii) common stock consideration issued upon closing valued at $11,541; and (iii) contingent purchase price consideration with an acquisition-date estimated fair value of $38,092 to be paid 50% in cash and 50% in the Company’s common stock, subject to adjustments as set forth in the Merger Agreement, based on the achievement of certain performance goals for each of the twelve-month periods ended December 31, 2017 and December 31, 2018. In addition, the Company is not obligated to pay more than $35,000 in cash and the Company’s common stock for the first contingent payment, or more than $130,000 for the aggregate overall closing consideration (not taking into account certain adjustments set forth in the Merger Agreement) and contingent payments. No contingent purchase price consideration was earned or paid with respect to the twelve-month period ended December 31, 2017 as a result of the applicable performance goals not being achieved. The Company issued 520,821 shares of the Company’s common stock valued at $19.20 per share in satisfaction of the stock consideration issued at closing. The value for the stock consideration issued was calculated based on the arithmetic average of the daily volume-weighted average trading price per share of the Company’s common stock for the 20 trading days ended on and including the trading day prior to the date of the Merger Agreement, using trading prices reported on the NASDAQ Global Market. The stock consideration issued at the closing of the acquisition had an acquisition-date fair value of $11,541. In connection with the acquisition of SRx, the Company incurred direct acquisition and integration costs of $1,015 during the 2017 fiscal year, which were recorded in general and administrative expenses in the consolidated statements of operations. During the three and nine months ended September 30, 2018, the Company incurred an additional $11 and $72, respectively, of acquisition and integration costs related to the SRx acquisition, which were recorded in general and administrative expenses in the Company’s consolidated statements of operations. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to determine the estimated acquisition-date fair value of the acquisition-related contingent consideration of $38,092. The fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. See Note 16 for additional information. The following table summarizes the purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration: Cash consideration at closing, net of post-closing adjustments $ 34,492 Stock consideration at closing 11,541 Estimated fair value of contingent consideration 38,092 Total fair value of acquisition consideration $ 84,125 The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 218 Accounts receivable 8,309 Prepaid expenses and other current assets 1,056 Property and equipment 1,419 Other assets 127 Trade name 4,776 Developed technology 13,291 Client relationships 20,265 Non-competition agreement 4,752 Goodwill 52,507 Total assets acquired $ 106,720 Accrued expenses and other liabilities (3,819) Trade accounts payable (8,868) Debt assumed (675) Deferred income tax liability, net (9,233) Total purchase price, including contingent consideration of $38,092 $ 84,125 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included a trade name, developed technology, client relationships, and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average of 10, 7, 7.46 and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 7.33 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of SRx. The fair values of the trade name and technology were estimated using the relief from royalty method. The Company derived the hypothetical royalty income from the projected revenues of SRx. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each client grouping. The fair value of the non-competition agreements was estimated using the differential approach which involves valuing the business under two different scenarios. The first valuation assumes the non-compete agreements are in place and the second valuation assumes that they are not. The difference in the value of the business under each approach is attributed to the non-compete agreements. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is not deductible for income tax purposes. The Company believes the goodwill related to the acquisition was a result of providing the Company exposure to a larger client base that will enable the Company to leverage its technology in the broader market, as well as offering cross-selling market exposure opportunities. The goodwill is not deductible for income tax purposes. Revenue from SRx is primarily comprised of per member per month fees, monthly subscription fees, and per comprehensive medication review fees. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred, and are included in service revenue and cost of revenue – service cost, respectively, in the consolidated statements of operations. Pro forma The unaudited pro forma results presented below include the results of the SRx, Peak PACE and Mediture acquisitions as if they had been consummated as of January 1, 2017. The unaudited pro forma results include the amortization associated with acquired intangible assets, interest expense on the debt incurred to fund these acquisitions, insurance expense for additional required business insurance coverage, stock compensation expense related to equity awards granted to certain employees of SRx, Peak PACE and Mediture at the closing of the acquisition, and the estimated tax effect of adjustments to income before income taxes. Material nonrecurring charges, including direct acquisition costs, 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, 2017. Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenue $ 57,343 $ 43,572 $ 159,764 $ 126,326 Net income (loss) 11,278 (1,216) (35,816) (5,753) Net income (loss) per share attributable to common stockholders, basic 0.59 (0.07) (1.88) (0.34) Net income (loss) per share attributable to common stockholders, diluted 0.51 (0.07) (1.88) (0.34) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property and Equipment. | |
Property and Equipment | 7. Property and Equipment Depreciation expense on property and equipment for the three months ended September 30, 2018 and 2017 was $851 and $542, respectively. Depreciation expense on property and equipment for the nine months ended September 30, 2018 and 2017 was $2,566 and $1,396, respectively. |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2018 | |
Software Development Costs | |
Software Development Costs | 8. 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, 2018 and December 31, 2017, capitalized software costs consisted of the following: September 30, 2018 December 31, 2017 Software development costs $ 13,328 $ 9,873 Less: accumulated amortization (6,467) (4,872) Software development costs, net $ 6,861 $ 5,001 Capitalized software costs not yet subject to amortization $ 2,106 $ 1,021 Amortization expense for the three months ended September 30, 2018 and 2017 was $464 and $426, respectively. Amortization expense for the nine months ended September 30, 2018 and 2017 was $1,594 and $1,237, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets The Company’s goodwill and related changes during the nine months ended September 30, 2018 are as follows: Balance at December 31, 2017 $ 74,613 Goodwill from 2018 acquisitions 16,726 Adjustments to Goodwill (420) Balance at September 30, 2018 $ 90,919 During the nine months ended September 30, 2018, the Company recorded a decrease of $420 in the acquisition date fair value of accrued expenses and other liabilities and deferred tax liabilities with respect to the acquisition of SRx, with a corresponding reduction in goodwill, as a result of additional information that became known during the period. Goodwill is not amortized, but instead tested for impairment annually. The Company conducted its annual impairment test as of October 1, 2017 and determined that there were no indicators of impairment during 2017. The next annual impairment test will be conducted as of October 1, 2018, unless the Company identifies a triggering event in the interim. Management has not identified any triggering events during the nine months ended September 30, 2018. Intangible assets consisted of the following as of September 30, 2018 and December 31, 2017: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2018 Trade names 8.05 $ 7,306 $ (2,058) $ 5,248 Client relationships 8.98 44,569 (9,257) 35,312 Non-competition agreements 6.99 6,754 (1,558) 5,196 Developed technology 7.02 29,091 (6,221) 22,870 Domain name 10.00 59 (8) 51 Total intangible assets $ 87,779 $ (19,102) $ 68,677 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2017 Trade names 8.56 $ 6,716 $ (1,320) $ 5,396 Client relationships 8.48 34,949 (5,652) 29,297 Non-competition agreements 4.96 5,404 (739) 4,665 Developed technology 7.38 26,791 (3,438) 23,353 Domain name 10.00 29 (4) 25 Total intangible assets $ 73,889 $ (11,153) $ 62,736 Amortization expense for intangible assets for the three months ended September 30, 2018 and 2017 was $2,782 and $1,198, respectively. Amortization expense for intangible assets for the nine months ended September 30, 2018 and 2017 was $7,949 and $3,095, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows: Years Ending December 31, 2018 (October 1 - December 31) $ 2,949 2019 11,334 2020 10,833 2021 10,787 2022 10,412 Thereafter 22,362 Total estimated amortization expense $ 68,677 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 10. Accrued Expenses and Other Liabilities As of September 30, 2018 and December 31, 2017, accrued expenses and other liabilities consisted of the following: September 30, 2018 December 31, 2017 Employee related expenses $ 8,059 $ 4,572 Contract liability 4,063 1,350 Accrued payables due to customers — 1,200 Client funds obligations* 4,316 — Contract labor 2,469 463 Interest 111 13 Deferred rent 126 163 Professional fees 817 288 Income taxes payable 167 20 Other expenses 1,817 919 Total accrued expenses and other liabilities $ 21,945 $ 8,988 *This amount represents clients funds held by the Company, with an offsetting amount included in cash. |
Lines of Credit and Long-Term D
Lines of Credit and Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Lines of Credit and Long-Term Debt | |
Lines of Credit and Long-Term Debt | 11. Lines of Credit and Long-Term Debt (a) Lines of Credit On September 6, 2017, in connection with the acquisition of SRx, the Company entered into the Amended and Restated 2015 Revolving Line whereby the Company’s revolving line of credit, entered into with Bridge Bank (now Western Alliance Bank) in 2015, was amended and restated to, among other modifications, extend the maturity date to September 6, 2020, and increase the Company's borrowing availability to up to $40,000 with a $1,000 sublimit for cash management services, letters of credit and foreign exchange transactions. The Company may also request an increase in the Amended and Restated 2015 Revolving Line of up to $10,000 upon the successful syndication of such additional amounts. In connection with the acquisitions of Peak PACE and Mediture, the Company has further amended the Amended and Restated 2015 Revolving Line in May 2018 and August 2018 to incorporate the Peak PACE business and Mediture into the agreement. Interest on the Amended and Restated 2015 Revolving Line was also amended to be calculated at a variable rate based upon Western Alliance Bank's prime rate plus an applicable margin which will range from (0.25%) to 0.25% depending on the Company’s leverage ratio, with Western Alliance Bank's prime rate having a floor of 3.5%. Financial covenants under the Amended and Restated 2015 Revolving Line require that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended and Restated 2015 Revolving Line of at least $3,000 at all times (the liquidity covenant), (ii) maintain a leverage ratio of less than 2.50:1.00, on a trailing twelve-month basis starting with the twelve-month period ended December 31, 2017, measured quarterly, and (iii) maintain a minimum quarterly EBITDA starting with the quarter ended December 31, 2017 and each quarter thereafter, of at least 75% of the plan approved by the Company’s Board of Directors (the “Board”). In addition, the Company may not contract to make capital expenditures, excluding capitalized software development costs and tenant leasehold improvements, greater than $5,000 in any fiscal year without the consent of Western Alliance Bank. As of September 30, 2018, the Company was in compliance with all covenants related to the Amended and Restated 2015 Revolving Line, and management expects that the Company will be able to maintain compliance with its covenants. In September 2015, the Company arranged for Bridge Bank to issue a $500 letter of credit on its behalf in connection with the Company’s lease agreement for the office space in Moorestown, NJ. The letter of credit was issued under the Amended and Restated 2015 Revolving Line. During the fourth quarter of 2017, the letter of credit was amended and reduced to $400. During the fourth quarter of 2018, the letter of credit was further amended and reduced to $300. The letter of credit renews annually and expires in September 2027 and reduces amounts available under the Amended and Restated 2015 Revolving Line. As of September 30, 2018, $26,500 was outstanding under the Amended and Restated 2015 Revolving Line. Amounts available for borrowings under the Amended and Restated 2015 Revolving Line were $13,100 as of September 30, 2018. As of September 30, 2018, the interest rate on the Amended and Restated 2015 Revolving Line was 5.32% and interest expense was $185 and $252 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2017, the interest rate on the Amended and Restated 2015 Revolving Line was 4.31%. Interest expense was $100 for the three and nine months September 30, 2017. In connection with the Amended and Restated 2015 Revolving Line ( and all predecessor agreements prior to the amendment or the amendment and restatement thereof), the Company recorded deferred financing costs of $463. The Company is amortizing the deferred financing costs to interest expense using the effective-interest method over the term of the Amended and Restated 2015 Revolving Line and amortized $25 and $16 to interest expense for the three months ended September 30, 2018 and 2017, respectively, and $66 and $40 to interest expense for the nine months ended September 30, 2018 and 2017, respectively. (b) Capital Lease Obligations The following table represents the total capital lease obligations of the Company at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Capital leases $ 1,368 $ 1,705 Less current portion, net (1,028) (921) Total capital leases, less current portion, net $ 340 $ 784 The Company has entered into leases for certain equipment and software, which are recorded as capital lease obligations. These leases have annual interest rates ranging from 4% to 14%. Interest expense related to the capital leases was $27 and $49 for the three months ended September 30, 2018 and 2017, respectively. Interest expense related to the capital leases was $97 and $158 for the nine months ended September 30, 2018 and 2017, respectively. Amortization of assets held under capital leases is included in depreciation and amortization expense. The net book value of equipment and software acquired under capital leases was $1,341 and $1,918 as of September 30, 2018 and December 31, 2017, respectively, and is reflected in property and equipment on the consolidated balance sheets. (c) Long-Term Debt Maturities As of September 30, 2018, the Company's long-term debt consisted of capital lease obligations and is payable as follows: Total long-term debt Remainder of 2018 $ 294 2019 987 2020 150 2021 4 1,435 Less amount representing interest (67) Present value of payments 1,368 Less current portion (1,028) Total long-term debt, net of current portion $ 340 (d) 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, 2018 and December 31, 2017, the Company had $4,370 and $4,055, respectively, due to AmerisourceBergen Drug Corporation as a result of prescription drug purchases. Pursuant to the terms of a security agreement entered into in connection with the prime vendor agreement, AmerisourceBergen also holds a subordinated security interest in all of the Company’s assets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Taxes | |
Income Taxes | 12. Income Taxes For the nine months ended September 30, 2018, the Company recorded an income tax benefit of $4,107, which resulted in an effective tax rate of 10.1%. The tax benefit consists of $4,451 of windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions and exercising of nonqualified stock options during the period. This benefit was offset by tax expense of $345 based on the estimated effective tax rate for the full year. For the nine months ended September 30, 2017, the Company recorded an income tax benefit of $6,852. During the third quarter of 2017, in conjunction with the acquisition of SRx, the Company recognized a net deferred tax liability of $8,897 primarily related to intangible assets other than goodwill. The Company determined that the deferred tax liabilities related to the acquisition provide sufficient sources of recoverability to realize the Company’s deferred tax assets associated with those jurisdictions that file consolidated returns. As a result, the Company released $6,590 of its deferred tax asset valuation allowance and recognized an additional benefit of $2,830 related to tax windfall benefits generated in the nine months ended September 30, 2017. These tax benefits were partially offset by tax expense of $1,463 recorded based on the estimated annual effective tax rate expected for the full year. |
Other Long-term Liabilities
Other Long-term Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Other Long-term Liabilities | |
Other Long-term Liabilities | 13. Other Long-term Liabilities Other long term liabilities as of September 30, 2018 and December 31, 2017 consisted of $2,785 and $2,615, respectively, which primarily represent the long-term portion of deferred rent mainly related to the Company's operating leases for office space in Moorestown, NJ and office space in Mt. Pleasant, SC dedicated to software development. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders' Equity (a) Capitalization and Initial Public Offering On October 4, 2016, the Company closed its initial public offering (“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 5,089,436 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 $0.0001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share. On December 8, 2017, the Company completed a follow-on underwritten public offering (the “Offering”) in which the Company issued 1,350,000 shares of common stock, at an issuance price of $27.50 per share. The Company received net proceeds of $34,897 after deducting underwriting discounts and commissions of $2,228 but before deducting other offering expenses. Proceeds from the Offering were used to repay outstanding indebtedness under the Company’s Amended and Restated 2015 Revolving Line during 2017. (b) Common Stock Repurchase On April 25, 2017, the Board authorized the Company to repurchase up to $5,000 of its common stock at prevailing market prices, from time to time, through open market, block and privately-negotiated transactions, at such times and in such amounts as management deems appropriate. The Company funds repurchases of its common stock through a combination of cash on hand, cash generated by operations or borrowings under the Amended and Restated 2015 Revolving Line. During the three months ended September 30, 2018, the Company did not repurchase any shares of its common stock. During the nine months ended September 30, 2018, the Company repurchased 80,000 shares at an average price of $35.82 per share for a total of $2,866. As of September 30, 2018, $1,175 of common stock remained available for repurchase. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Stock-Based Compensation | |
Stock-Based Compensation | 15. Stock-Based Compensation In September 2016, the Company adopted the 2016 Equity Compensation Plan (the “2016 Plan”) and merged the 2014 Equity Compensation Plan (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 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 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 the Board. During 2018, in accordance with the terms of the 2016 Plan, the share reserve increased by 964,876 shares. As of September 30, 2018, 598,178 shares were available for future grants under the 2016 Plan. The option price per share cannot be less than the fair market value of a share on the date the option was granted, and in the case of incentive stock options granted to an employee owning more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall not be less than 110% of the fair market value of Company stock on the date of grant. Stock option grants under the 2016 Plan generally expire 10 years from the date of grant, other than incentive stock option grants to 10% shareholders, which expire the earlier of 5 years from the date of grant, 90 days after termination, or one year after the date of death or termination due to disability. Stock options generally vest over a period of four years, with 25% of the options becoming exercisable on the one year anniversary of the commencement date and the remaining shares vesting monthly thereafter for 36 months in equal installments of 2.08% per month. Restricted Common Stock The Company began issuing restricted stock awards pursuant to the 2016 Plan to certain employees, including executive officers, and non-employee directors in fiscal year 2016. Restricted stock awards vest over a one to four year period and the unvested portion of the restricted stock award is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. The grant date fair value of restricted stock awards is determined using the Company’s closing stock price at grant date. The following table summarizes the restricted stock award activity under the 2016 Plan for the nine months ended September 30, 2018: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2017 753,666 $ 12.25 Granted 433,459 31.56 Vested (120,970) 12.78 Forfeited (2,474) 12.00 Outstanding at September 30, 2018 1,063,681 $ 20.06 For the three and nine months ended September 30, 2018, $1,074 and $2,779 of expense was recognized related to restricted stock awards, respectively. For the three and nine months ended September 30, 2017, $68 and $5,336 of expense was recognized related to restricted stock awards, respectively. As of September 30, 2018, there was unrecognized compensation expense of $11,535 related to non-vested restricted stock awards under the 2016 Plan, which is expected to be recognized over a weighted average period of 3.18 years. Performance-Based Stock Award On August 6, 2018, the Board approved the grant of a performance-based stock award to a consultant pursuant to the 2016 Plan. The award provides that 50,000 shares of common stock will be issued based on the achievement of certain milestones. The award has a grant-date fair value of $61.85 based on the Company’s closing stock price on the grant date. Compensation cost is being recognized over the service period based on management’s determination that it is probable that the milestones will be achieved. For the three and nine months ended September 30, 2018, the Company recorded $623 of expense related to performance-based stock awards. As of September 30, 2018, there was unrecognized compensation expense of $2,470 related to the performance-based stock award. Stock Options The Company recorded $1,299 and $871 of stock-based compensation expense related to the vesting of employee and non-employee stock options for the three months ended September 30, 2018 and 2017, respectively. The Company recorded $3,719 and $2,440 of stock-based compensation expense related to the vesting of employee and non-employee stock options for the nine months ended September 30, 2018 and 2017, respectively. The Company records forfeitures as they occur. 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, 2018 and 2017: Nine Months Ended September 30, Valuation assumptions: 2018 2017 Expected volatility 58.40 % 61.00 % Expected term (years) 6.08 6.03 Risk-free interest rate 2.41 % 2.21 % Dividend yield — — The weighted average grant date fair value of employee options granted during the nine months ended September 30, 2018 and 2017 was $19.87 and $8.13 per share, respectively. The following table summarizes stock option activity under the 2016 Plan for the nine months ended September 30, 2018: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2017 2,883,175 $ 9.26 Granted 468,250 Exercised (695,216) Forfeited (89,354) Outstanding at September 30, 2018 2,566,855 $ $ 171,084 Options vested and expected to vest at September 30, 2018 2,566,855 $ $ 171,084 Exercisable at September 30, 2018 1,331,417 $ $ 97,708 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the Company’s closing stock price or estimated fair value on the last trading day of the fiscal quarter for those stock options that had exercise prices lower than the fair value of the Company's common stock. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised during the nine months ended September 30, 2018 and 2017 was $26,905 and $11,665, respectively. As of September 30, 2018, there was $13,674 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 2.55 years. Cash received from option exercises for the nine months ended September 30, 2018 and 2017 was $2,590 and $194, respectively. During the nine months ended September 30, 2018, 32,742 shares of common stock were delivered by option holders as payment for the exercise price and employee payroll taxes owed for the exercise of 291,031 stock options with a gross exercise value of $1,313. During the nine months ended September 30, 2017, 362,440 shares of common stock were delivered by option holders as payment for the exercise price and employee payroll taxes owed for the exercise of 956,327 stock options with a gross exercise value of $3,187. The Company recorded total stock-based compensation expense for the three and nine months ended September 30, 2018 and 2017 in the following expense categories of its consolidated statement of operations: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue - product $ 171 $ 138 $ 592 $ 359 Cost of revenue - service 412 91 1,055 203 Research and development 912 195 1,431 515 Sales and marketing 401 158 1,172 440 General and administrative 1,100 357 2,871 6,259 Total stock-based compensation expense $ 2,996 $ 939 $ 7,121 $ 7,776 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 16. Fair Value Measurements The Company’s financial instruments consist of accounts receivable, contract assets, accounts payable, contract liabilities, accrued expenses, acquisition-related contingent consideration, 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 Company has classified liabilities measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 September 30, 2018 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ $ 73,788 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2017 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 1,640 $ 1,640 Acquisition-related contingent consideration - long-term — — 31,789 $ — $ — $ $ 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 and equity consideration payable that is contingent upon the achievement of certain financial and performance milestones. During 2018, the Company recorded a $6 adjustment to the fair value of the acquisition-related contingent consideration associated with the acquisition of Medliance LLC (“Medliance”) in 2014 and made the final $1,646 cash payment toward the Medliance acquisition-related contingent consideration. As of September 30, 2018, the Medliance contingent consideration was paid in full and no amounts are outstanding. The SRx acquisition-related contingent consideration, which is liability-classified, was recorded at the estimated fair value at the acquisition date of September 6, 2017. In accordance with ASC 802, Business Combinations, all changes in liability-classified contingent consideration subsequent to the initial acquisition-date measurement are recorded in net income or loss. The contingent consideration payable is based on SRx’s EBITDA, as defined in the Merger Agreement, multiplied by a variable EBITDA multiple, which is based on a formula as set forth in the Merger Agreement. As a result, relatively small changes in SRx’s forecasted results and/or the EBITDA multiple can result in a significant change to the contingent consideration liability, with such changes recorded as adjustments to net income or loss . The Company, with the assistance of a third-party appraiser, utilizes a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the three months ended September 30, 2018, the Company recorded an $8,319 remeasurement gain for the change in the fair value of the SRx acquisition-related contingent consideration primarily based on a decrease in SRx’s projected EBITDA for the year. During the nine months ended September 30, 2018, the Company recorded a $40,069 charge for the change in the fair value of the SRx acquisition-related contingent consideration primarily based on an increase in the projected EBITDA multiple used in the contingent consideration payment calculation as a result of an increase in the Company’s market capitalization and an increase in SRx’s projected EBITDA for the year. The fair value of the SRx acquisition-related contingent consideration was calculated to be $71,858, of which 50% is payable in stock, subject to certain limitations, as of September 30, 2018 and the final amount of the contingent consideration liability will be fixed as of December 31, 2018. The Peak PACE acquisition-related contingent consideration, which is liability-classified, was recorded at the estimated fair value at the acquisition date of May 1, 2018. In accordance with ASC 802, Business Combinations, all changes in liability-classified contingent consideration subsequent to the initial acquisition-date measurement are recorded in net income or loss. The contingent consideration payable is based on Peak PACE’s EBITDA, as defined in the asset purchase agreement, multiplied by an EBITDA multiple . The Company, with the assistance of a third-party appraiser, utilizes a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the three months ended September 30, 2018, the Company recorded a $100 remeasurement gain for the change in the fair value of the Peak PACE acquisition-related contingent consideration based on a slight decrease in the projected EBITDA used in the contingent consideration payment calculation. During the nine months ended September 30, 2018, the Company recorded a $310 charge for the change in the fair value of the Peak PACE acquisition-related contingent consideration primarily based on an increase in the projected EBITDA used in the contingent consideration payment calculation. The fair value of the Peak PACE acquisition-related contingent consideration was calculated to be $1,930 as of September 30, 2018 and the final amount of the contingent consideration liability will be fixed as of December 31, 2018. The changes in fair value of the Company’s acquisition-related contingent consideration for the nine months ended September 30, 2018 was as follows: Balance at December 31, 2017 $ 33,429 Acquisition date fair value of Peak PACE contingent consideration 1,620 Fair value of cash consideration paid (1,646) Adjustments to fair value measurement 40,385 Balance at September 30, 2018 $ 73,788 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Commitments and Contingencies (a) Legal Proceedings The Company is not currently involved in any significant claims or legal actions that, in the opinion of management, will have a material adverse impact on the Company. (b) Letter of Credit As of September 30, 2018 and December 31, 2017, the Company was contingently liable for $400 under an outstanding letter of credit related to the Company’s lease agreement for the office space in Moorestown, NJ. During the fourth quarter of 2018, the letter of credit was reduced to $300. See Note 11 for additional information. (c) Employment Agreements and Annual Incentive Plan On April 25, 2017, the Company entered into employment agreements with each of the Company’s named executive officers, which were effective as of April 1, 2017. On February 26, 2018, the Company entered into new employment agreements that replaced and superseded the previous agreements between the named executive officers and the Company entered into in April 2017. The employment agreements provide for, among other things, salary, incentive compensation, payments in the event of termination of the executives upon the occurrence of a change in control, and restrictive covenants pursuant to which the executives have agreed to refrain from competing with the Company or soliciting the Company’s employees or clients for a period following the executive’s termination of employment. The agreements have an initial term of three years and will automatically renew annually. On April 25, 2017, the Board also adopted the Annual Incentive Plan, effective as of January 1, 2017, which formalizes the Company’s annual short-term incentive program and does not represent a new compensation program for the named executive officers. The Annual Incentive Plan provides pay for performance incentive compensation to the Company’s employees, including its named executive officers, rewarding them for their contributions to the Company with cash incentive compensation based on attainment of pre-determined corporate and individual performance goals, as applicable. On February 26, 2018, the Board approved an amendment to the Annual Incentive Plan, effective January 1, 2018, to allow the payments of awards under the Annual Incentive Plan to be made in the form of cash, equity, or other consideration determined in the discretion of the Compensation Committee of the Board. |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Plan | |
Retirement Plan | 18. Retirement Plan The Company has established a 401(k) plan that qualifies as a defined contribution plan under Section 401 of the Internal Revenue Code. The Company’s contributions to this plan are based on a percentage of eligible employees’ plan year earnings, as defined. The Company made contributions to participants’ accounts totaling $306 and $194 during the three months ended September 30, 2018 and 2017, respectively. The Company made contributions to participants’ accounts totaling $1,183 and $478 during the nine months ended September 30, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Event On October 19, 2018, the Company completed the acquisition of all the issued and outstanding capital stock of Cognify, Inc., a leading electronic health records solutions and services provider in the PACE market, for a closing cash consideration payment of $10,800, which is subject to certain customary post-closing adjustments, the issuance of 93,579 shares of the Company’s common stock and the potential for a contingent earn out payment of up to $14,000, payable in cash and common stock, based on the financial performance of the acquired business. A portion of the cash consideration paid at closing is being held in escrow to secure potential claims by the Company for indemnification under the agreement and in respect of adjustments to the purchase price. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018, 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 annual report as filed on Form 10-K. |
Liquidity | (b) 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 $13,947 as of September 30, 2018, cash flows from operations and borrowing availability under the Amended and Restated Loan and Security Agreement (as amended, the “Amended and Restated 2015 Revolving Line”) are sufficient to fund the Company's planned operations through at least December 31, 2019. See Note 11 for additional information. As of the date of this filing, the Company is in the process of evaluating potential refinancing options in order to increase its borrowing capacity. There are no assurances that the Company will be successful in refinancing its borrowing capacity on terms acceptable to the Company, if at all. |
Use of Estimates | (c) 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. |
Revenue Recognition | (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligations are satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional information about the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). See Note 4 for additional detail about the Company’s products and service lines. |
Recent Accounting Pronouncements | (g) R ecent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers , and has subsequently issued a number of amendments to ASU 2014-09. ASU 2014-09, as amended, represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. ASU 2014-09 sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. For public companies, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim reporting periods within that reporting period. The Company adopted ASU-2014-09 as of January 1, 2018 using the full retrospective method. As a result, the Company revised the consolidated balance sheets as of December 31, 2017, and the consolidated statements of operations and cash flows for the three and nine months ended September 30, 2017, and related notes to the unaudited consolidated financial statements for the effects of adoption. See Note 3 for additional information. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") and has subsequently issued a number of amendments to ASU 2016-02. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently analyzing its leasing arrangements and evaluating the practical expedients and accounting policy elections to determine the potential impact of the adoption of this standard. The Company is also in the process of assessing any potential impacts on its internal controls, business processes, and accounting policies related to both the implementation of, and ongoing compliance, with the new standard. The Company anticipates that this standard will have a material impact on the Company’s consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. 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 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 has adopted ASU 2016-15 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (“ASU 2017-01”). ASU 2017-01 provides guidance for evaluating whether a set of transferred assets and activities (the “set”) should be accounted for as an acquisition of a business or group of assets. The guidance provides a screen to determine when a set does not qualify to be a business. When substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar assets, the set is not a business. Also to be considered a business, the set would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company has adopted ASU 2017-01 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill to measure an impairment charge. Instead, entities will be required to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. ASU 2017-04 is effective for financial statements issued for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company believes the adoption of ASU 2017-04 will not have a material effect on the Company's consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements. The guidance requires modification accounting only if the fair value, vesting conditions, or the classification of the award (as equity or liability) changes as a result of a change in terms or conditions. ASU 2017-09 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company has adopted ASU 2017-09 effective January 1, 2018. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounts (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns such payments to nonemployees with the current accounting requirements for share-based payments to employees. ASU 2018-07 is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company has elected to early adopt ASU 2018-07 as of September 30, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements for fair value measurements and is effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the potential impact of the adoption of this standard on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalization implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the potential impact of the adoption of this standard on the Company’s consolidated financial statements. |
Product | |
Accounting policies | |
Cost of Revenue | (e) Cost of Product Revenue Cost of product revenue includes all costs directly related to the fulfillment and distribution of prescription drugs as part of the Company’s MRM offerings. Costs consist primarily of the purchase price of the prescription drugs the Company dispenses, expenses to package, dispense and distribute prescription drugs, and expenses associated with the Company's prescription fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Such costs also include direct overhead expenses, as well as allocated miscellaneous overhead costs. The Company allocates miscellaneous overhead costs among functions based on employee headcount. |
Service | |
Accounting policies | |
Cost of Revenue | (f) Cost of Service Revenue Cost of service revenue includes all costs directly related to servicing the Company’s MRM service contracts, which primarily consist of labor costs, outside contractors, technology services, hosting fees and overhead costs. In addition, service costs include all labor costs, including stock-based compensation expense, directly related to the health plan management and pharmacy cost management services and expenses for claims processing, technology services and overhead costs. |
Adoption of New Accounting Po_2
Adoption of New Accounting Policy (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Adoption of New Accounting Policy | |
Schedule of impact on financial statements | For the year ended December 31, 2017 As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted Assets Current assets: Other current assets $ 702 $ 1,842 $ 2,544 Total current assets 33,609 1,842 35,451 Total assets $ 185,990 $ 1,842 $ 187,832 Liabilities and stockholders’ equity Deferred income tax liability $ 545 $ 444 $ 989 Total liabilities 63,500 444 63,944 Stockholders' equity: Accumulated deficit (20,627) 1,398 (19,229) Total stockholders’ equity 122,490 1,398 123,888 Total liabilities and stockholders’ equity $ 185,990 $ 1,842 $ 187,832 Three Months Ended Nine Months Ended September 30, September 30, 2017 2017 As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted As Previously Reported Adjustment for ASU on Revenue Recognition As Adjusted Revenue: Product revenue $ 24,621 $ (841) $ 23,780 $ 71,391 $ (2,396) $ 68,995 Service revenue 8,647 304 8,951 19,222 1,928 21,150 Total revenue 33,268 (537) 32,731 90,613 (468) 90,145 Cost of revenue, exclusive of depreciation and amortization shown below: Product cost 18,979 (561) 18,418 54,847 (1,696) 53,151 Service cost 4,486 561 5,047 9,241 1,696 10,937 Total cost of revenue, exclusive of depreciation and amortization 23,465 — 23,465 64,088 — 64,088 Loss from operations (236) (537) (773) (4,168) (468) (4,636) Net income $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income attributable to common stockholders, basic $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income attributable to common stockholders, diluted $ 7,695 $ (1,530) $ 6,165 $ 3,350 $ (1,461) $ 1,889 Net income per share attributable to common stockholders, basic $ 0.46 $ (0.09) $ 0.37 $ 0.20 $ (0.09) $ 0.11 Net income per share attributable to common stockholders, diluted $ 0.41 $ (0.08) $ 0.33 $ 0.18 $ (0.08) $ 0.10 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Major service lines MRM prescription fulfillment services $ 28,045 $ 23,780 $ 82,603 $ 68,995 MRM services 15,467 6,138 45,821 12,526 Health plan management services 5,383 1,466 10,220 4,204 Pharmacy cost management services 5,412 1,289 8,073 4,264 Other services 111 58 243 156 $ 54,418 $ 32,731 $ 146,960 $ 90,145 |
Schedule of contract assets and contract liabilities from contracts with customers | September 30, December 31, 2018 2017 (unaudited) (as adjusted)* Contract assets $ 6,857 $ 1,842 Contract liabilities 4,240 1,350 *See Note 3 for additional information. |
Schedule of significant changes in the contract assets and the contract liabilities balances | September 30, 2018 (unaudited) Contract asset: Contract asset, beginning of period $ 1,842 Decreases due to cash received (1,949) Increases, net of reclassifications to receivables 6,964 Contract asset, end of period $ 6,857 Contract liability Contract liability, beginning of period $ 1,350 Revenue recognized that was included in the contract liability balance at the beginning of the period (1,278) Increases due to cash received, excluding amounts recognized as revenue during the period 3,306 Increases due to business combination 948 Revenue recognized from business combinations that was included in the contract liability balance on the acquisition date (86) Contract liability, end of period $ 4,240 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017* 2018 2017* Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ 10,416 $ 6,165 $ (36,704) $ 1,889 Denominator: Weighted average shares of common stock outstanding, basic 19,217,623 16,699,102 18,989,334 Denominator (diluted): Weighted average shares of common stock outstanding 19,217,623 16,699,102 18,989,334 Effect of potential dilutive securities: Weighted average dilutive effect of stock options 1,898,543 1,235,883 — 1,308,202 Weighted average dilutive effect of restricted shares 898,821 711,046 — 607,988 Weighted average dilutive effect of contingently issuable shares 273,886 — — — Weighted average dilutive effect of common shares from warrants — — — 12,441 Weighted average shares of common stock outstanding, diluted 22,288,873 18,646,031 18,989,334 Net income (loss) per share attributable to common stockholders, basic $ 0.54 $ 0.37 $ (1.93) $ 0.11 Net income (loss) per share attributable to common stockholders, diluted $ 0.47 $ 0.33 $ (1.93) $ 0.10 *As adjusted. See Note 3 for additional information. |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | Nine Months Ended September 30, 2018 Stock options to purchase common stock 2,566,855 Unvested restricted stock 1,063,681 Contingently issuable shares 142,679 3,773,215 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of proforma results | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenue $ 57,343 $ 43,572 $ 159,764 $ 126,326 Net income (loss) 11,278 (1,216) (35,816) (5,753) Net income (loss) per share attributable to common stockholders, basic 0.59 (0.07) (1.88) (0.34) Net income (loss) per share attributable to common stockholders, diluted 0.51 (0.07) (1.88) (0.34) |
Mediture | |
Schedule of purchase price consideration | Cash consideration at closing, net of post-closing adjustments $ 17,452 Stock consideration at closing 3,595 Total fair value of acquisition consideration $ 21,047 |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Cash $ 2,427 Accounts receivable 898 Prepaid expenses and other current assets 136 Property and equipment 219 Trade name 300 Developed technology 2,300 Client relationships 4,400 Non-competition agreement 1,300 Goodwill 13,167 Total assets acquired $ 25,147 Accrued expenses and other liabilities (3,811) Trade accounts payable (112) Other long-term liabilities (177) Total purchase price $ 21,047 |
Peak PACE Solutions | |
Schedule of purchase price consideration | Cash consideration at closing, net of post-closing adjustments $ 7,563 Estimated fair value of contingent consideration 1,620 Total fair value of acquisition consideration $ 9,183 |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Cash $ 606 Property and equipment 84 Trade name 290 Client relationships 5,220 Non-competition agreement 50 Goodwill 3,559 Total assets acquired $ 9,809 Accrued expenses and other liabilities (626) Total purchase price, including contingent consideration of $1,620 $ 9,183 |
SinfoniaRx | |
Schedule of purchase price consideration | Cash consideration at closing, net of post-closing adjustments $ 34,492 Stock consideration at closing 11,541 Estimated fair value of contingent consideration 38,092 Total fair value of acquisition consideration $ 84,125 |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Cash $ 218 Accounts receivable 8,309 Prepaid expenses and other current assets 1,056 Property and equipment 1,419 Other assets 127 Trade name 4,776 Developed technology 13,291 Client relationships 20,265 Non-competition agreement 4,752 Goodwill 52,507 Total assets acquired $ 106,720 Accrued expenses and other liabilities (3,819) Trade accounts payable (8,868) Debt assumed (675) Deferred income tax liability, net (9,233) Total purchase price, including contingent consideration of $38,092 $ 84,125 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Software Development Costs | |
Schedule of capitalized software costs | September 30, 2018 December 31, 2017 Software development costs $ 13,328 $ 9,873 Less: accumulated amortization (6,467) (4,872) Software development costs, net $ 6,861 $ 5,001 Capitalized software costs not yet subject to amortization $ 2,106 $ 1,021 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | Balance at December 31, 2017 $ 74,613 Goodwill from 2018 acquisitions 16,726 Adjustments to Goodwill (420) Balance at September 30, 2018 $ 90,919 |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2018 Trade names 8.05 $ 7,306 $ (2,058) $ 5,248 Client relationships 8.98 44,569 (9,257) 35,312 Non-competition agreements 6.99 6,754 (1,558) 5,196 Developed technology 7.02 29,091 (6,221) 22,870 Domain name 10.00 59 (8) 51 Total intangible assets $ 87,779 $ (19,102) $ 68,677 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2017 Trade names 8.56 $ 6,716 $ (1,320) $ 5,396 Client relationships 8.48 34,949 (5,652) 29,297 Non-competition agreements 4.96 5,404 (739) 4,665 Developed technology 7.38 26,791 (3,438) 23,353 Domain name 10.00 29 (4) 25 Total intangible assets $ 73,889 $ (11,153) $ 62,736 |
Schedule of estimated amortization expense | Years Ending December 31, 2018 (October 1 - December 31) $ 2,949 2019 11,334 2020 10,833 2021 10,787 2022 10,412 Thereafter 22,362 Total estimated amortization expense $ 68,677 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | September 30, 2018 December 31, 2017 Employee related expenses $ 8,059 $ 4,572 Contract liability 4,063 1,350 Accrued payables due to customers — 1,200 Client funds obligations* 4,316 — Contract labor 2,469 463 Interest 111 13 Deferred rent 126 163 Professional fees 817 288 Income taxes payable 167 20 Other expenses 1,817 919 Total accrued expenses and other liabilities $ 21,945 $ 8,988 |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Lines of Credit and Long-Term Debt | |
Schedule of capital lease obligations | September 30, 2018 December 31, 2017 Capital leases $ 1,368 $ 1,705 Less current portion, net (1,028) (921) Total capital leases, less current portion, net $ 340 $ 784 |
Schedule of long-term debt maturities | Total long-term debt Remainder of 2018 $ 294 2019 987 2020 150 2021 4 1,435 Less amount representing interest (67) Present value of payments 1,368 Less current portion (1,028) Total long-term debt, net of current portion $ 340 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2017 753,666 $ 12.25 Granted 433,459 31.56 Vested (120,970) 12.78 Forfeited (2,474) 12.00 Outstanding at September 30, 2018 1,063,681 $ 20.06 |
Schedule of weighted average assumptions for employee grants | Nine Months Ended September 30, Valuation assumptions: 2018 2017 Expected volatility 58.40 % 61.00 % Expected term (years) 6.08 6.03 Risk-free interest rate 2.41 % 2.21 % Dividend yield — — |
Summary of stock option activity | Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2017 2,883,175 $ 9.26 Granted 468,250 Exercised (695,216) Forfeited (89,354) Outstanding at September 30, 2018 2,566,855 $ $ 171,084 Options vested and expected to vest at September 30, 2018 2,566,855 $ $ 171,084 Exercisable at September 30, 2018 1,331,417 $ $ 97,708 |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue - product $ 171 $ 138 $ 592 $ 359 Cost of revenue - service 412 91 1,055 203 Research and development 912 195 1,431 515 Sales and marketing 401 158 1,172 440 General and administrative 1,100 357 2,871 6,259 Total stock-based compensation expense $ 2,996 $ 939 $ 7,121 $ 7,776 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ $ 73,788 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2017 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 1,640 $ 1,640 Acquisition-related contingent consideration - long-term — — 31,789 $ — $ — $ $ |
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 December 31, 2017 $ 33,429 Acquisition date fair value of Peak PACE contingent consideration 1,620 Fair value of cash consideration paid (1,646) Adjustments to fair value measurement 40,385 Balance at September 30, 2018 $ 73,788 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | ||
Cash on hand | $ 13,947 | $ 10,430 |
Adoption of New Accounting Po_3
Adoption of New Accounting Policy - ASU-2014-09 (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Revenue contracts | |||
Revenue, Practical Expedient, Initial Application and Transition, Completed Contract, Use of Transaction Price at Contract Completion Date | true | ||
Contract assets | $ 6,857 | $ 1,842 | |
Data analysis | |||
Revenue contracts | |||
Contract assets | $ 4,732 | $ 1,842 |
Adoption of New Accounting Po_4
Adoption of New Accounting Policy - Impact on Balance Sheets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Cash flow | |||
Cash provided by or used in operating, investing or financing activities | $ 3,517 | $ 1,594 | |
Current assets: | |||
Other current assets | 7,269 | $ 2,544 | |
Total current assets | 52,560 | 35,451 | |
Total assets | 234,536 | 187,832 | |
Liabilities and stockholders' equity | |||
Deferred income tax liability | 989 | ||
Total liabilities | 136,939 | 63,944 | |
Stockholders' equity: | |||
Accumulated deficit | (55,933) | (19,229) | |
Total stockholders' equity | 97,597 | 123,888 | |
Total liabilities and stockholders' equity | $ 234,536 | 187,832 | |
As Previously Reported | ASU 2014-09 | |||
Current assets: | |||
Other current assets | 702 | ||
Total current assets | 33,609 | ||
Total assets | 185,990 | ||
Liabilities and stockholders' equity | |||
Deferred income tax liability | 545 | ||
Total liabilities | 63,500 | ||
Stockholders' equity: | |||
Accumulated deficit | (20,627) | ||
Total stockholders' equity | 122,490 | ||
Total liabilities and stockholders' equity | 185,990 | ||
Adjustment for ASU on Revenue Recognition | ASU 2014-09 | |||
Cash flow | |||
Cash provided by or used in operating, investing or financing activities | $ 0 | ||
Current assets: | |||
Other current assets | 1,842 | ||
Total current assets | 1,842 | ||
Total assets | 1,842 | ||
Liabilities and stockholders' equity | |||
Deferred income tax liability | 444 | ||
Total liabilities | 444 | ||
Stockholders' equity: | |||
Accumulated deficit | 1,398 | ||
Total stockholders' equity | 1,398 | ||
Total liabilities and stockholders' equity | $ 1,842 |
Adoption of New Accounting Po_5
Adoption of New Accounting Policy - Impact on Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Revenue | $ 54,418 | $ 32,731 | $ 146,960 | $ 90,145 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 35,058 | 23,465 | 99,132 | 64,088 |
Loss from operations | 9,810 | (773) | (40,396) | (4,636) |
Net income | 10,416 | 6,165 | (36,704) | 1,889 |
Net income attributable to common stockholders: | ||||
Net income (loss) attributable to common stockholders, basic | 10,416 | 6,165 | (36,704) | 1,889 |
Net income (loss) attributable to common stockholders, diluted | $ 10,416 | $ 6,165 | $ (36,704) | $ 1,889 |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.54 | $ 0.37 | $ (1.93) | $ 0.11 |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ 0.47 | $ 0.33 | $ (1.93) | $ 0.10 |
As Previously Reported | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | $ 33,268 | $ 90,613 | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 23,465 | 64,088 | ||
Loss from operations | (236) | (4,168) | ||
Net income | 7,695 | 3,350 | ||
Net income attributable to common stockholders: | ||||
Net income (loss) attributable to common stockholders, basic | 7,695 | 3,350 | ||
Net income (loss) attributable to common stockholders, diluted | $ 7,695 | $ 3,350 | ||
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.46 | $ 0.20 | ||
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ 0.41 | $ 0.18 | ||
Adjustment for ASU on Revenue Recognition | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | $ (537) | $ (468) | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Loss from operations | (537) | (468) | ||
Net income | (1,530) | (1,461) | ||
Net income attributable to common stockholders: | ||||
Net income (loss) attributable to common stockholders, basic | (1,530) | (1,461) | ||
Net income (loss) attributable to common stockholders, diluted | $ (1,530) | $ (1,461) | ||
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ (0.09) | $ (0.09) | ||
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ (0.08) | $ (0.08) | ||
Product | ||||
Revenue: | ||||
Revenue | $ 28,045 | $ 23,780 | $ 82,603 | $ 68,995 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 21,100 | 18,418 | 62,007 | 53,151 |
Product | As Previously Reported | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | 24,621 | 71,391 | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 18,979 | 54,847 | ||
Product | Adjustment for ASU on Revenue Recognition | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | (841) | (2,396) | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | (561) | (1,696) | ||
Service | ||||
Revenue: | ||||
Revenue | 26,373 | 8,951 | 64,357 | 21,150 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | $ 13,958 | 5,047 | $ 37,125 | 10,937 |
Service | As Previously Reported | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | 8,647 | 19,222 | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 4,486 | 9,241 | ||
Service | Adjustment for ASU on Revenue Recognition | ASU 2014-09 | ||||
Revenue: | ||||
Revenue | 304 | 1,928 | ||
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | $ 561 | $ 1,696 |
Revenue - General (Details)
Revenue - General (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Contract with customer | |
Revenue, Practical Expedient, Financing Component | true |
Minimum | |
Contract with customer | |
Contract term | 1 year |
Termination notice period | 0 days |
Maximum | |
Contract with customer | |
Contract term | 5 years |
Termination notice period | 180 days |
Pharmacy cost management services | |
Contract with customer | |
Collection period after data submission | 180 days |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of revenue | ||||
Revenue | $ 54,418 | $ 32,731 | $ 146,960 | $ 90,145 |
MRM prescription fulfillment services | ||||
Disaggregation of revenue | ||||
Revenue | 28,045 | 23,780 | 82,603 | 68,995 |
MRM services | ||||
Disaggregation of revenue | ||||
Revenue | 15,467 | 6,138 | 45,821 | 12,526 |
Health plan management services | ||||
Disaggregation of revenue | ||||
Revenue | 5,383 | 1,466 | 10,220 | 4,204 |
Pharmacy cost management services | ||||
Disaggregation of revenue | ||||
Revenue | 5,412 | 1,289 | 8,073 | 4,264 |
Other services | ||||
Disaggregation of revenue | ||||
Revenue | $ 111 | $ 58 | $ 243 | $ 156 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Contract balances | ||
Contract assets | $ 6,857 | $ 1,842 |
Contract liabilities | 4,240 | 1,350 |
Data analysis | ||
Contract balances | ||
Contract assets | 4,732 | $ 1,842 |
MRM services | ||
Contract balances | ||
Contract assets | 2,030 | |
Health plan management services | ||
Contract balances | ||
Contract assets | $ 95 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Contract asset: | |
Contract asset, beginning of period | $ 1,842 |
Decreases due to cash received | (1,949) |
Increases, net of reclassifications to receivables | 6,964 |
Contract asset, end of period | 6,857 |
Contract liability | |
Contract liability, beginning of period | 1,350 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (1,278) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 3,306 |
Increases due to business combination | 948 |
Revenue recognized from business combinations that was included in the contract liability balance on the acquisition date | (86) |
Contract liability end of period | $ 4,240 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income (loss) attributable to common stockholders, basic | $ 10,416 | $ 6,165 | $ (36,704) | $ 1,889 |
Net income (loss) attributable to common stockholders, diluted | $ 10,416 | $ 6,165 | $ (36,704) | $ 1,889 |
Denominator | ||||
Weighted average shares of common stock outstanding, basic | 19,217,623 | 16,699,102 | 18,989,334 | 16,483,169 |
Denominator (diluted): | ||||
Weighted average shares of common stock outstanding, basic | 19,217,623 | 16,699,102 | 18,989,334 | 16,483,169 |
Effect of potential dilutive securities: | ||||
Weighted average dilutive effect of contingently issuable shares | 273,886 | |||
Weighted average dilutive effect of common shares from warrants | 12,441 | |||
Weighted average shares of common stock outstanding, diluted | 22,288,873 | 18,646,031 | 18,989,334 | 18,411,800 |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.54 | $ 0.37 | $ (1.93) | $ 0.11 |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ 0.47 | $ 0.33 | $ (1.93) | $ 0.10 |
Stock options | ||||
Effect of potential dilutive securities: | ||||
Weighted average dilutive effect of share-based awards | 1,898,543 | 1,235,883 | 1,308,202 | |
Restricted stock | ||||
Effect of potential dilutive securities: | ||||
Weighted average dilutive effect of share-based awards | 898,821 | 711,046 | 607,988 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Anti-dilutive Securities (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
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 | 3,773,215 |
Employee 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 | 2,566,855 |
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 | 1,063,681 |
Contingently issuable shares | |
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 | 142,679 |
Acquisitions - Mediture (Detail
Acquisitions - Mediture (Details) $ in Thousands | Aug. 31, 2018USD ($)Dshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Goodwill | $ 90,919 | $ 90,919 | $ 74,613 | |||
Revenue | 54,418 | $ 32,731 | 146,960 | $ 90,145 | ||
Net income | 10,416 | $ 6,165 | $ (36,704) | $ 1,889 | ||
Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 8 years 18 days | 8 years 6 months 22 days | ||||
Developed technology | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 7 years 7 days | 7 years 4 months 17 days | ||||
Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 6 years 11 months 27 days | 4 years 11 months 16 days | ||||
Mediture | ||||||
Acquisition | ||||||
Cash consideration | $ 18,500 | |||||
Issuance of common stock (in shares) | shares | 45,561 | |||||
Worth of shares to be issued | $ 3,500 | |||||
Number of trading days | D | 15 | |||||
Acquisition and integration costs | 355 | $ 367 | ||||
Purchase price consideration | ||||||
Cash consideration at closing, net of post-closing adjustments | $ 17,452 | |||||
Stock consideration at closing | 3,595 | |||||
Total fair value of acquisition consideration | 21,047 | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Cash | 2,427 | |||||
Accounts receivable | 898 | |||||
Prepaid expenses and other current assets | 136 | |||||
Property and equipment | 219 | |||||
Goodwill | 13,167 | |||||
Total assets acquired | 25,147 | |||||
Accrued expenses and other liabilities | (3,811) | |||||
Trade accounts payable | (112) | |||||
Other long-term liabilities | (177) | |||||
Total purchase price, including contingent consideration | $ 21,047 | |||||
Weighted average amortization period | 9 years 6 months 15 days | |||||
Revenue | $ 1,114 | $ 1,114 | ||||
Type of Revenue [Extensible List] | Service [Member] | Service [Member] | ||||
Net income | $ 453 | $ 453 | ||||
Mediture | Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 300 | |||||
Weighted average amortization period | 3 years | |||||
Mediture | Developed technology | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 2,300 | |||||
Weighted average amortization period | 8 years 6 months | |||||
Mediture | Client relationships intangible asset | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 4,400 | |||||
Weighted average amortization period | 11 years 10 months 24 days | |||||
Mediture | Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 1,300 | |||||
Weighted average amortization period | 5 years |
Acquisitions - Peak PACE Soluti
Acquisitions - Peak PACE Solutions (Details) - USD ($) $ in Thousands | May 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Goodwill | $ 90,919 | $ 90,919 | $ 74,613 | |||
Revenue | 54,418 | $ 32,731 | 146,960 | $ 90,145 | ||
Net income | 10,416 | $ 6,165 | $ (36,704) | $ 1,889 | ||
Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 8 years 18 days | 8 years 6 months 22 days | ||||
Developed technology | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 7 years 7 days | 7 years 4 months 17 days | ||||
Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 6 years 11 months 27 days | 4 years 11 months 16 days | ||||
Peak PACE Solutions | ||||||
Acquisition | ||||||
Cash consideration | $ 7,719 | |||||
Acquisition and integration costs | 7 | $ 269 | ||||
Purchase price consideration | ||||||
Cash consideration at closing, net of post-closing adjustments | 7,563 | |||||
Estimated fair value of contingent consideration | 1,620 | |||||
Total fair value of acquisition consideration | $ 9,183 | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Cash | 606 | 606 | ||||
Property and equipment | 84 | 84 | ||||
Goodwill | 3,559 | 3,559 | ||||
Total assets acquired | 9,809 | 9,809 | ||||
Accrued expenses and other liabilities | (626) | (626) | ||||
Total purchase price, including contingent consideration | 9,183 | 9,183 | ||||
Contingent consideration | 1,620 | 1,620 | ||||
Weighted average amortization period | 9 years 6 months 4 days | |||||
Revenue | $ 2,330 | $ 3,679 | ||||
Type of Revenue [Extensible List] | Service [Member] | Service [Member] | ||||
Net income | $ 479 | $ 254 | ||||
Peak PACE Solutions | Maximum | ||||||
Purchase price consideration | ||||||
Total fair value of acquisition consideration | $ 10,000 | |||||
Peak PACE Solutions | Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | 290 | 290 | ||||
Weighted average amortization period | 1 year 6 months | |||||
Peak PACE Solutions | Client relationships intangible asset | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | 5,220 | 5,220 | ||||
Weighted average amortization period | 10 years | |||||
Peak PACE Solutions | Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 50 | $ 50 | ||||
Weighted average amortization period | 5 years |
Acquisitions - SinfoniaRx (Deta
Acquisitions - SinfoniaRx (Details) $ / shares in Units, $ in Thousands | Sep. 06, 2017USD ($)D$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Goodwill | $ 90,919 | $ 90,919 | $ 74,613 | |||
Revenue | 54,418 | $ 32,731 | 146,960 | $ 90,145 | ||
Net income | 10,416 | $ 6,165 | $ (36,704) | $ 1,889 | ||
Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 8 years 18 days | 8 years 6 months 22 days | ||||
Developed technology | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 7 years 7 days | 7 years 4 months 17 days | ||||
Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Weighted average amortization period | 6 years 11 months 27 days | 4 years 11 months 16 days | ||||
SinfoniaRx | ||||||
Acquisition | ||||||
Cash consideration | $ 35,000 | |||||
Percentage of contingent consideration payable in cash | 50.00% | |||||
Percentage of contingent consideration payable in stock | 50.00% | |||||
Aggregate value of contingent consideration | $ 130,000 | |||||
Contingent purchase price consideration earned or paid | $ 0 | |||||
Issuance of common stock (in shares) | shares | 520,821 | |||||
Issuance price (in dollars per share) | $ / shares | $ 19.20 | |||||
Number of trading days | D | 20 | |||||
Acquisition and integration costs | 11 | $ 72 | $ 1,015 | |||
Purchase price consideration | ||||||
Cash consideration at closing, net of adjustments | $ 34,492 | |||||
Stock consideration at closing | 11,541 | |||||
Estimated fair value of contingent consideration | 38,092 | |||||
Total fair value of acquisition consideration | $ 84,125 | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Cash | 218 | 218 | ||||
Accounts receivable | 8,309 | 8,309 | ||||
Prepaid expenses and other current assets | 1,056 | 1,056 | ||||
Property and equipment | 1,419 | 1,419 | ||||
Other assets | 127 | 127 | ||||
Goodwill | 52,507 | 52,507 | ||||
Total assets acquired | 106,720 | 106,720 | ||||
Accrued expenses and other liabilities | (3,819) | (3,819) | ||||
Trade accounts payable | (8,868) | (8,868) | ||||
Debt assumed | (675) | (675) | ||||
Deferred income tax liability, net | (9,233) | (9,233) | ||||
Total purchase price, including contingent consideration | 84,125 | 84,125 | ||||
Contingent consideration | 38,092 | 38,092 | ||||
Weighted average amortization period | 7 years 3 months 29 days | |||||
SinfoniaRx | Maximum | ||||||
Acquisition | ||||||
Cash consideration | $ 35,000 | |||||
SinfoniaRx | Trade name | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | 4,776 | 4,776 | ||||
Weighted average amortization period | 10 years | |||||
SinfoniaRx | Developed technology | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | 13,291 | 13,291 | ||||
Weighted average amortization period | 7 years | |||||
SinfoniaRx | Client relationships intangible asset | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | 20,265 | 20,265 | ||||
Weighted average amortization period | 7 years 5 months 16 days | |||||
SinfoniaRx | Non-competition agreement | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Intangible assets | $ 4,752 | $ 4,752 | ||||
Weighted average amortization period | 5 years |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) - Peak Pace Solutions, SinfoniaRx And Mediture - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Acquisition | ||||
Revenue | $ 57,343 | $ 43,572 | $ 159,764 | $ 126,326 |
Net income (loss) | $ 11,278 | $ (1,216) | $ (35,816) | $ (5,753) |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ 0.59 | $ (0.07) | $ (1.88) | $ (0.34) |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ 0.51 | $ (0.07) | $ (1.88) | $ (0.34) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property and Equipment. | ||||
Depreciation | $ 851 | $ 542 | $ 2,566 | $ 1,396 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Software Development Costs | |||||
Software development costs | $ 13,328 | $ 13,328 | $ 9,873 | ||
Less: accumulated amortization | (6,467) | (6,467) | (4,872) | ||
Software development costs, net | 6,861 | 6,861 | 5,001 | ||
Capitalized software costs not yet subject to amortization | 2,106 | 2,106 | $ 1,021 | ||
Amortization expense | $ 464 | $ 426 | $ 1,594 | $ 1,237 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill and related changes | |
Goodwill at beginning of period | $ 74,613 |
Goodwill from 2018 acquisitions | 16,726 |
Adjustments to Goodwill | (420) |
Goodwill at end of period | 90,919 |
SinfoniaRx | |
Goodwill and related changes | |
Goodwill at end of period | 52,507 |
Accrued expenses and other liabilities and deferred tax liabilities | 3,819 |
SinfoniaRx | Purchase Price Allocation | Adjustment | |
Goodwill and related changes | |
Accrued expenses and other liabilities and deferred tax liabilities | $ (420) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Intangible Assets | |||||
Gross Value | $ 87,779 | $ 87,779 | $ 73,889 | ||
Accumulated Amortization | (19,102) | (19,102) | (11,153) | ||
Intangible Assets, net | 68,677 | 68,677 | $ 62,736 | ||
Amortization expense | 2,782 | $ 1,198 | $ 7,949 | $ 3,095 | |
Trade name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 8 years 18 days | 8 years 6 months 22 days | |||
Gross Value | 7,306 | $ 7,306 | $ 6,716 | ||
Accumulated Amortization | (2,058) | (2,058) | (1,320) | ||
Intangible Assets, net | 5,248 | $ 5,248 | $ 5,396 | ||
Client relationships | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 8 years 11 months 23 days | 8 years 5 months 23 days | |||
Gross Value | 44,569 | $ 44,569 | $ 34,949 | ||
Accumulated Amortization | (9,257) | (9,257) | (5,652) | ||
Intangible Assets, net | 35,312 | $ 35,312 | $ 29,297 | ||
Non-competition agreement | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 6 years 11 months 27 days | 4 years 11 months 16 days | |||
Gross Value | 6,754 | $ 6,754 | $ 5,404 | ||
Accumulated Amortization | (1,558) | (1,558) | (739) | ||
Intangible Assets, net | 5,196 | $ 5,196 | $ 4,665 | ||
Developed technology | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 7 years 7 days | 7 years 4 months 17 days | |||
Gross Value | 29,091 | $ 29,091 | $ 26,791 | ||
Accumulated Amortization | (6,221) | (6,221) | (3,438) | ||
Intangible Assets, net | 22,870 | $ 22,870 | $ 23,353 | ||
Domain name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 10 years | 10 years | |||
Gross Value | 59 | $ 59 | $ 29 | ||
Accumulated Amortization | (8) | (8) | (4) | ||
Intangible Assets, net | $ 51 | $ 51 | $ 25 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Estimated amortization expense | ||
2018 (Remainder of year) | $ 2,949 | |
2,019 | 11,334 | |
2,020 | 10,833 | |
2,021 | 10,787 | |
2,022 | 10,412 | |
Thereafter | 22,362 | |
Total estimated amortization expense | $ 68,677 | $ 62,736 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 8,059 | $ 4,572 |
Contract liability | 4,063 | 1,350 |
Accrued payables due to customers | 1,200 | |
Client funds obligations | 4,316 | |
Contract labor | 2,469 | 463 |
Interest | 111 | 13 |
Deferred rent | 126 | 163 |
Professional fees | 817 | 288 |
Income taxes payable | 167 | 20 |
Other expenses | 1,817 | 919 |
Total accrued expenses and other liabilities | $ 21,945 | $ 8,988 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - 2015 Revolving Line $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Nov. 07, 2018USD ($) | Sep. 06, 2017USD ($) | Sep. 30, 2015USD ($) | |
Lines of Credit | ||||||||
Maximum borrowing capacity | $ 40,000 | |||||||
Sublimit of loan | 1,000 | |||||||
Additional borrowing capacity | $ 10,000 | |||||||
Unrestricted cash and unused availability balance | $ 3,000 | $ 3,000 | ||||||
Number of trailing months | item | 12 | |||||||
Trailing period | 12 months | |||||||
Letter of credit outstanding | 400 | $ 400 | $ 400 | $ 300 | $ 500 | |||
Aggregate borrowings outstanding | 26,500 | 26,500 | ||||||
Amounts available for borrowings | $ 13,100 | $ 13,100 | ||||||
Interest rate (as a percent) | 5.32% | 4.31% | 5.32% | 4.31% | ||||
Interest expense | $ 185 | $ 100 | $ 252 | $ 100 | ||||
Deferred financing costs | 463 | 463 | ||||||
Amortization of deferred financing costs to interest expense | $ 25 | $ 16 | $ 66 | $ 40 | ||||
Prime Rate | ||||||||
Lines of Credit | ||||||||
Floor rate (as a percent) | 3.50% | |||||||
Minimum | ||||||||
Lines of Credit | ||||||||
Minimum EBITDA (as a percent) | 75.00% | |||||||
Minimum | Prime Rate | ||||||||
Lines of Credit | ||||||||
Spread on variable rate (as a percent) | (0.25%) | |||||||
Maximum | ||||||||
Lines of Credit | ||||||||
Leverage ratio | 2.50 | |||||||
Maximum capital expenditure | $ 5,000 | |||||||
Maximum | Prime Rate | ||||||||
Lines of Credit | ||||||||
Spread on variable rate (as a percent) | 0.25% |
Lines of Credit and Long-Term_4
Lines of Credit and Long-Term Debt - Capital Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Capital Lease Obligations | ||
Capital leases | $ 1,368 | $ 1,705 |
Less current portion | (1,028) | (921) |
Total long-term debt, net of current portion | $ 340 | $ 784 |
Lines of Credit and Long-Term_5
Lines of Credit and Long-Term Debt - Capital Leases (Details) - Capital Lease Obligation - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Capital Lease Obligations | |||||
Interest expense, capital lease | $ 27 | $ 49 | $ 97 | $ 158 | |
Net book value of assets under capital leases | $ 1,341 | $ 1,341 | $ 1,918 | ||
Minimum | |||||
Capital Lease Obligations | |||||
Lease interest rates (as a percent) | 4.00% | 4.00% | |||
Maximum | |||||
Capital Lease Obligations | |||||
Lease interest rates (as a percent) | 14.00% | 14.00% |
Lines of Credit and Long-Term_6
Lines of Credit and Long-Term Debt - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Capital lease obligations | ||
Remainder of 2018 | $ 294 | |
2,019 | 987 | |
2,020 | 150 | |
2,021 | 4 | |
Total | 1,435 | |
Less amount representing interest | (67) | |
Present value of payments | 1,368 | |
Less current portion | (1,028) | $ (921) |
Total long-term debt, net of current portion | $ 340 | $ 784 |
Lines of Credit and Long-Term_7
Lines of Credit and Long-Term Debt - Other Financing (Details) - AmerisourceBergen Drug Corporation - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | |
Other Financing | |||
Monthly minimum purchase obligation | $ 1,750 | ||
Purchase obligation, period | 3 years | ||
Amount due as a result of prescription drug purchases | $ 4,370 | $ 4,055 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Taxes | ||||
Income tax (benefit) expense | $ (838) | $ (7,112) | $ (4,107) | $ (6,852) |
Effective tax rate (as a percent) | 10.10% | |||
Release of deferred tax asset valuation allowance | 6,590 | |||
Income tax benefit, Tax windfall | $ (4,451) | (2,830) | ||
Tax expense based on estimated annual effective tax rate expected | $ 345 | $ 1,463 | ||
SinfoniaRx | ||||
Income Taxes | ||||
Net deferred tax liability recognized | $ 8,897 |
Other Long-term Liabilities (De
Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Long-term Liabilities | ||
Other long-term liabilities | $ 2,785 | $ 2,615 |
Stockholders' Equity - Capitali
Stockholders' Equity - Capitalization and IPO (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2017 | Oct. 04, 2016 | Sep. 30, 2018 | Dec. 31, 2017 |
Capitalization and Initial Public Offering | ||||
Common stock authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | |
Shares of common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares of undesignated preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Shares of undesignated preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Proceeds from issuance of common stock, net of underwriting costs | $ 34,897 | |||
Underwriting discounts and commission | $ 2,228 | |||
IPO | ||||
Capitalization and Initial Public Offering | ||||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 4,300,000 | |||
Issuance price (in dollars per share) | $ 12 | |||
Proceeds from issuance of common stock under initial public offering, net of underwriting costs | $ 55,186 | |||
Underwriting discounts and commissions | $ 4,154 | |||
Underwriter option | ||||
Capitalization and Initial Public Offering | ||||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 645,000 | |||
Common Stock | ||||
Capitalization and Initial Public Offering | ||||
Redesignation of Class A and Class B common stock upon initial public offering (in shares) | 5,583,405 | |||
Conversion of redeemable convertible preferred stock upon initial public offering (in shares) | 5,089,436 | |||
Underwritten public offering (n shares) | 1,350,000 | |||
Share price (in dollars per share) | $ 27.50 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Apr. 25, 2017 | |
Common Stock Repurchase | ||
Shares repurchased (in dollars) | $ 2,866 | |
Treasury Stock | ||
Common Stock Repurchase | ||
Shares repurchased (in shares) | 80,000 | |
Average price per share (in dollars per share) | $ 35.82 | |
Shares repurchased (in dollars) | $ 2,866 | |
Common Stock | ||
Common Stock Repurchase | ||
Number of shares authorized to be repurchased | $ 5,000 | |
Common stock available for repurchase | $ 1,175 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - shares | 1 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2018 | |
Stock options | ||
Stock-Based Compensation | ||
Expiration term | 10 years | |
Vesting period | 4 years | |
Stock options | Vesting, Tranche 1 | ||
Stock-Based Compensation | ||
Vesting period | 1 year | |
Vesting (as a percent) | 25.00% | |
Stock options | Vesting, Tranche 2 | ||
Stock-Based Compensation | ||
Period of monthly vesting | 36 months | |
Monthly vesting (as a percent) | 2.08% | |
Stock options | Employee owning more than 10% of voting power | ||
Stock-Based Compensation | ||
Expiration term | 5 years | |
Expiration term after termination | 90 days | |
Expiration term after death or termination due to disability | 1 year | |
Stock options | Minimum | Employee owning more than 10% of voting power | ||
Stock-Based Compensation | ||
Ownership (as a percent) | 10.00% | |
Option price as percentage of fair market value of common stock on the date of grant | 110.00% | |
2016 Plan | ||
Stock-Based Compensation | ||
Threshold limit to issue or transfer authorized shares (in shares) | 800,000 | |
Automatic increase on share reserve (as a percent) | 5.00% | |
Additional shares authorized | 964,876 | |
Available for future grant (in shares) | 598,178 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Weighted average grant date fair value | ||||
Total stock-based compensation expense (in dollars) | $ 2,996 | $ 939 | $ 7,121 | $ 7,776 |
Restricted stock | ||||
Number of shares | ||||
Outstanding at beginning of period (in shares) | 753,666 | |||
Granted (in shares) | 433,459 | |||
Vested (in shares) | (120,970) | |||
Forfeited (in shares) | (2,474) | |||
Outstanding at end of period (in shares) | 1,063,681 | 1,063,681 | ||
Weighted average grant date fair value | ||||
Outstanding at beginning of period (in dollars per share) | $ 12.25 | |||
Granted (in dollars per share) | 31.56 | |||
Vested to common stock (in dollars per share) | 12.78 | |||
Forfeited (in dollars per share) | 12 | |||
Outstanding at end of period (in dollars per share | $ 20.06 | $ 20.06 | ||
Total stock-based compensation expense (in dollars) | $ 1,074 | $ 68 | $ 2,779 | $ 5,336 |
Unrecognized compensation expense (in dollars) | $ 11,535 | $ 11,535 | ||
Weighted average period expected to be recognized | 3 years 2 months 5 days | |||
Restricted stock | Minimum | ||||
Stock-Based Compensation | ||||
Vesting period | 1 year | |||
Restricted stock | Maximum | ||||
Stock-Based Compensation | ||||
Vesting period | 4 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Stock Award (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Stock-Based Compensation | |||||
Stock- based stock awards expense | $ 2,996 | $ 939 | $ 7,121 | $ 7,776 | |
Performance Based Stock Award | |||||
Stock-Based Compensation | |||||
Granted (in shares) | 50,000 | ||||
Grant-date fair value (in dollars per share) | $ 61.85 | ||||
Stock- based stock awards expense | 623 | 623 | |||
Unrecognized compensation expense (in dollars) | $ 2,470 | $ 2,470 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock-Based Compensation | ||||
Total stock-based compensation expense (in dollars) | $ 2,996 | $ 939 | $ 7,121 | $ 7,776 |
Stock options | ||||
Stock-Based Compensation | ||||
Total stock-based compensation expense (in dollars) | $ 1,299 | $ 871 | $ 3,719 | $ 2,440 |
Employee stock options | ||||
Valuation assumptions: | ||||
Expected volatility (as a percent) | 58.40% | 61.00% | ||
Expected life | 6 years 29 days | 6 years 11 days | ||
Risk-free interest rate (as a percent) | 2.41% | 2.21% | ||
Weighted average grant-date fair value (in dollars per share) | $ 19.87 | $ 8.13 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 2,883,175 | |
Granted (in shares) | 468,250 | |
Exercised (in shares) | (695,216) | |
Forfeited (in shares) | (89,354) | |
Outstanding at end of the period (in shares) | 2,566,855 | |
Options vested and expected to vest at end of the period (in shares) | 2,566,855 | |
Exercisable at end of period (in shares) | 1,331,417 | |
Weighted average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 9.26 | |
Granted (in dollars per share) | 35.23 | |
Exercised (in dollars per share) | 5.61 | |
Forfeited (in dollars per share) | 22.03 | |
Outstanding at end of period (in dollars per share) | 14.54 | |
Options vested and expected to vest at end of period (in dollars per share) | 14.54 | |
Exercisable at end of period (in dollars per share) | $ 7.80 | |
Weighted average remaining contractual term | ||
Outstanding | 7 years 3 months | |
Options vested and expected to vest at of the period | 7 years 3 months | |
Exercisable | 5 years 8 months 12 days | |
Aggregate intrinsic value | ||
Outstanding (in dollars) | $ 171,084 | |
Options vested and expected to vest at end of period (in dollars) | 171,084 | |
Exercisable (in dollars) | 97,708 | |
Additional disclosures | ||
Intrinsic value of options exercised (in dollars) | 26,905 | $ 11,665 |
Proceeds from stock options exercised (in dollars) | $ 2,590 | $ 194 |
Shares delivered as payment for exercise | 32,742 | 362,440 |
Stock options exercised in cashless transaction | 291,031 | 956,327 |
Gross cashless exercise value | $ 1,313 | $ 3,187 |
Stock options | ||
Additional disclosures | ||
Total unrecognized compensation cost (in dollars) | $ 13,674 | |
Weighted average period expected to be recognized | 2 years 6 months 18 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 2,996 | $ 939 | $ 7,121 | $ 7,776 |
Cost of revenue - product | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 171 | 138 | 592 | 359 |
Cost of revenue - service | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 412 | 91 | 1,055 | 203 |
Research and development | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 912 | 195 | 1,431 | 515 |
Sales and marketing | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 401 | 158 | 1,172 | 440 |
General and administrative | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 1,100 | $ 357 | $ 2,871 | $ 6,259 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Measurements | ||
Acquisition-related contingent consideration - short-term | $ 73,788 | $ 1,640 |
Acquisition-related contingent consideration - long-term | 31,789 | |
Liabilities | 33,429 | |
Level 3 | ||
Fair Value Measurements | ||
Acquisition-related contingent consideration - short-term | $ 73,788 | 1,640 |
Acquisition-related contingent consideration - long-term | 31,789 | |
Liabilities | $ 33,429 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration (income) expense | $ (8,419) | $ 923 | $ 40,385 | $ 960 |
Acquisition related contingent consideration | ||||
Change in fair value using significant unobservable inputs (Level 3): | ||||
Balance at beginning of period | 33,429 | |||
Acquisition date fair value of Peak PACE contingent consideration | 1,620 | |||
Fair value of cash consideration paid | (1,646) | |||
Adjustments to fair value measurement | 40,385 | |||
Balance at end of period | 73,788 | 73,788 | ||
Medliance | ||||
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration (income) expense | 6 | |||
Payments of acquisition-related consideration | 1,646 | |||
Fair value of contingent consideration | 0 | 0 | ||
SinfoniaRx | ||||
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration (income) expense | (8,319) | 40,069 | ||
Fair value of contingent consideration | $ 71,858 | $ 71,858 | ||
Percent of contingent consideration payable in stock | 50.00% | 50.00% | ||
Peak PACE Solutions | ||||
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration (income) expense | $ (100) | $ 310 | ||
Fair value of contingent consideration | $ 1,930 | $ 1,930 |
Commitments and Contingencies -
Commitments and Contingencies - Letter of Credit (Details) - USD ($) $ in Thousands | Nov. 07, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2015 |
2015 Revolving Line | ||||
Letter of Credit | ||||
Letter of credit outstanding | $ 300 | $ 400 | $ 400 | $ 500 |
Commitments and Contingencies_2
Commitments and Contingencies - Employment Agreements and Annual Incentive Plan (Details) | Feb. 26, 2018 |
Employment agreements, Named executive officers, April 25, 2017 | |
Employment Agreements and Annual Incentive Plan | |
Term of agreement | 3 years |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Retirement Plan | ||||
Contributions by employer | $ 306 | $ 194 | $ 1,183 | $ 478 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Cognify, Inc $ in Thousands | Oct. 19, 2018USD ($)shares |
Subsequent Event | |
Cash consideration | $ 10,800 |
Issuance of common stock (in shares) | shares | 93,579 |
Contingent earn out payment | $ 14,000 |