Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37888 | |
Entity Registrant Name | Tabula Rasa HealthCare, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5726437 | |
Entity Address, Address Line One | 228 Strawbridge Drive, Suite 100 | |
Entity Address, City or Town | Moorestown | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08057 | |
City Area Code | 866 | |
Local Phone Number | 648 - 2767 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TRHC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,088,187 | |
Entity Central Index Key | 0001651561 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 52,137 | $ 20,278 |
Restricted cash | 4,565 | 4,751 |
Accounts receivable, net | 32,950 | 27,950 |
Inventories | 3,683 | 3,594 |
Prepaid expenses | 3,346 | 2,573 |
Other current assets | 6,315 | 4,165 |
Total current assets | 102,996 | 63,311 |
Property and equipment, net | 14,435 | 11,865 |
Operating lease right-of-use assets | 22,602 | |
Software development costs, net | 13,292 | 8,248 |
Goodwill | 150,922 | 108,213 |
Intangible assets, net | 202,144 | 77,206 |
Deferred income tax assets | 75 | |
Note receivable | 1,000 | |
Other assets | 1,319 | 1,039 |
Total assets | 507,710 | 270,957 |
Current liabilities: | ||
Current portion of long-term debt and finance leases, net | 548 | 945 |
Current operating lease liabilities | 4,070 | |
Acquisition-related contingent consideration | 8,540 | 43,397 |
Accounts payable | 11,132 | 14,830 |
Accrued expenses and other liabilities | 28,078 | 16,556 |
Total current liabilities | 52,368 | 75,728 |
Line of credit | 45,000 | |
Long-term debt and finance leases, net | 220,198 | 152 |
Noncurrent operating lease liabilities | 21,666 | |
Long-term acquisition-related contingent consideration | 10,200 | 7,800 |
Deferred income tax liability | 19,223 | |
Other long-term liabilities | 113 | 3,268 |
Total liabilities | 323,768 | 131,948 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 22,244,227 and 20,719,297 shares issued and 22,081,777 and 20,557,537 shares outstanding at June 30, 2019 and December 31, 2018, respectively | 2 | 2 |
Additional paid-in capital | 271,811 | 209,330 |
Treasury stock, at cost; 162,450 and 161,760 shares at June 30, 2019 and December 31, 2018, respectively | (3,865) | (3,825) |
Accumulated deficit | (84,006) | (66,498) |
Total stockholders' equity | 183,942 | 139,009 |
Total liabilities and stockholders' equity | $ 507,710 | $ 270,957 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
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 | 22,244,227 | 20,719,297 |
Common stock, shares outstanding | 22,081,777 | 20,557,537 |
Treasury stock (in shares) | 162,450 | 161,760 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Revenue | $ 76,255 | $ 48,598 | $ 137,214 | $ 92,542 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 45,156 | 32,410 | 86,824 | 64,074 |
Operating expenses: | ||||
Research and development | 5,197 | 2,922 | 10,747 | 5,135 |
Sales and marketing | 6,871 | 2,314 | 11,721 | 4,316 |
General and administrative | 12,883 | 6,528 | 26,626 | 12,405 |
Change in fair value of acquisition-related contingent consideration expense | 1,830 | 35,283 | 3,006 | 48,804 |
Depreciation and amortization | 9,078 | 3,966 | 15,377 | 8,014 |
Total operating expenses | 35,859 | 51,013 | 67,477 | 78,674 |
Loss from operations | (4,760) | (34,825) | (17,087) | (50,206) |
Other expense: | ||||
Interest expense, net | 4,308 | 120 | 7,001 | 183 |
Total other expense | 4,308 | 120 | 7,001 | 183 |
Loss before income taxes | (9,068) | (34,945) | (24,088) | (50,389) |
Income tax benefit | (2,539) | (5,919) | (6,580) | (3,269) |
Net loss | $ (6,529) | $ (29,026) | $ (17,508) | $ (47,120) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.32) | $ (1.53) | $ (0.86) | $ (2.50) |
Weighted average common shares outstanding basic and diluted (in shares) | 20,482,032 | 18,956,445 | 20,433,564 | 18,873,297 |
Product | ||||
Revenue: | ||||
Revenue | $ 33,372 | $ 27,378 | $ 64,354 | $ 54,558 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | 24,861 | 20,075 | 48,336 | 40,907 |
Service | ||||
Revenue: | ||||
Revenue | 42,883 | 21,220 | 72,860 | 37,984 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Cost of revenue, exclusive of depreciation and amortization | $ 20,295 | $ 12,335 | $ 38,488 | $ 23,167 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 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 | (2) | (2) | |||
Issuance of restricted stock (in shares) | 395,254 | ||||
Forfeitures of restricted shares (in shares) | (2,474) | ||||
Shares repurchased | $ (2,866) | (2,866) | |||
Shares repurchased (in shares) | (80,000) | ||||
Exercise of stock options | 902 | 902 | |||
Exercise of stock options (in shares) | 374,904 | ||||
Stock based compensation expense | 1,945 | 1,945 | |||
Net loss attributable to common stockholders, basic and diluted | (18,094) | (18,094) | |||
Balance at end of period at Mar. 31, 2018 | $ 2 | $ (3,825) | 146,919 | (37,323) | 105,773 |
Balance at end of period (in shares) at Mar. 31, 2018 | 20,141,163 | (155,940) | |||
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 | |||||
Shares repurchased | $ (2,866) | ||||
Shares repurchased (in shares) | (80,000) | ||||
Net loss attributable to common stockholders, basic and diluted | (47,120) | ||||
Balance at end of period at Jun. 30, 2018 | $ 2 | $ (3,825) | 150,352 | (66,349) | 80,180 |
Balance at end of period (in shares) at Jun. 30, 2018 | 20,381,517 | (155,940) | |||
Balance at beginning of period at Mar. 31, 2018 | $ 2 | $ (3,825) | 146,919 | (37,323) | 105,773 |
Balance at beginning of period (in shares) at Mar. 31, 2018 | 20,141,163 | (155,940) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of restricted stock (in shares) | 23,365 | ||||
Exercise of stock options | 1,253 | 1,253 | |||
Exercise of stock options (in shares) | 216,989 | ||||
Stock based compensation expense | 2,180 | 2,180 | |||
Net loss attributable to common stockholders, basic and diluted | (29,026) | (29,026) | |||
Balance at end of period at Jun. 30, 2018 | $ 2 | $ (3,825) | 150,352 | (66,349) | 80,180 |
Balance at end of period (in shares) at Jun. 30, 2018 | 20,381,517 | (155,940) | |||
Balance at beginning of period at Dec. 31, 2018 | $ 2 | $ (3,825) | 209,330 | (66,498) | 139,009 |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 20,719,297 | (161,760) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock in connection with acquisition | 9,504 | 9,504 | |||
Issuance of common stock in connection with acquisition (in shares) | 149,053 | ||||
Issuance of common stock awards (in shares) | 9,547 | ||||
Issuance of restricted stock (in shares) | 565,840 | ||||
Exercise of stock options | $ (40) | 1,077 | 1,037 | ||
Exercise of stock options (in shares) | 82,686 | (690) | |||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration | (609) | (609) | |||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration (in shares) | 614,225 | ||||
Conversion feature of convertible senior subordinated notes, net of allocated debt issuance costs, net of tax | 74,049 | 74,049 | |||
Purchase of convertible note hedges | (101,660) | (101,660) | |||
Sale of warrants in connection with convertible senior subordinated notes | 65,910 | 65,910 | |||
Stock based compensation expense | 6,852 | 6,852 | |||
Net loss attributable to common stockholders, basic and diluted | (10,979) | (10,979) | |||
Balance at end of period at Mar. 31, 2019 | $ 2 | $ (3,865) | 264,453 | (77,477) | 183,113 |
Balance at end of period (in shares) at Mar. 31, 2019 | 22,140,648 | (162,450) | |||
Balance at beginning of period at Dec. 31, 2018 | $ 2 | $ (3,825) | 209,330 | (66,498) | 139,009 |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 20,719,297 | (161,760) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss attributable to common stockholders, basic and diluted | (17,508) | ||||
Balance at end of period at Jun. 30, 2019 | $ 2 | $ (3,865) | 271,811 | (84,006) | 183,942 |
Balance at end of period (in shares) at Jun. 30, 2019 | 22,244,227 | (162,450) | |||
Balance at beginning of period at Mar. 31, 2019 | $ 2 | $ (3,865) | 264,453 | (77,477) | 183,113 |
Balance at beginning of period (in shares) at Mar. 31, 2019 | 22,140,648 | (162,450) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock awards (in shares) | 30,101 | ||||
Issuance of restricted stock (in shares) | 23,562 | ||||
Exercise of stock options | 499 | 499 | |||
Exercise of stock options (in shares) | 49,916 | ||||
Conversion feature of convertible senior subordinated notes, net of allocated debt issuance costs, net of tax | (47) | (47) | |||
Stock based compensation expense | 6,906 | 6,906 | |||
Net loss attributable to common stockholders, basic and diluted | (6,529) | (6,529) | |||
Balance at end of period at Jun. 30, 2019 | $ 2 | $ (3,865) | $ 271,811 | $ (84,006) | $ 183,942 |
Balance at end of period (in shares) at Jun. 30, 2019 | 22,244,227 | (162,450) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (17,508) | $ (47,120) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 15,377 | 8,014 |
Amortization of deferred financing costs and debt discount | 4,603 | 41 |
Deferred taxes | (6,633) | (3,067) |
Stock-based compensation | 13,758 | 4,125 |
Change in fair value of acquisition-related contingent consideration | 3,006 | 48,804 |
Acquisition-related contingent consideration paid | (24,450) | |
Other noncash items | 12 | 29 |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable, net | (2,383) | (4,195) |
Inventories | (89) | (593) |
Prepaid expenses and other current assets | (1,468) | (2,152) |
Other assets | (140) | 196 |
Accounts payable | (5,571) | (2,057) |
Accrued expenses and other liabilities | 5,661 | 1,800 |
Other long-term liabilities | (40) | (64) |
Net cash (used in) provided by operating activities | (15,865) | 3,761 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,508) | (2,564) |
Software development costs | (6,618) | (2,155) |
Purchases of intangible assets | (30) | |
Proceeds from repayment of note receivable | 1,000 | |
Acquisitions of businesses, net of cash acquired | (158,762) | (6,957) |
Net cash used in investing activities | (167,888) | (11,706) |
Cash flows from financing activities: | ||
Payments for repurchase of common stock | (2,866) | |
Proceeds from exercise of stock options | 1,536 | 2,173 |
Payments for debt financing costs | (9,477) | (2) |
Borrowings on line of credit | 8,000 | |
Repayments of line of credit | (45,000) | |
Payments of equity offering costs | (357) | |
Payments of acquisition-related contingent consideration | (20,342) | (1,646) |
Repayments of long-term debt and finance leases | (541) | (514) |
Proceeds from issuance of convertible senior subordinated notes | 325,000 | |
Proceeds from sale of warrants | 65,910 | |
Purchase of convertible note hedges | (101,660) | |
Net cash provided by financing activities | 215,426 | 4,788 |
Net increase (decrease) in cash and restricted cash | 31,673 | (3,157) |
Cash and restricted cash, beginning of period | 25,029 | 10,430 |
Cash and restricted cash, end of period | 56,702 | 7,273 |
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 | 291 | 452 |
Cash paid for interest | 364 | $ 121 |
Cash paid for taxes | 279 | |
Interest costs capitalized to property and equipment and software development costs, net of depreciation and amortization | $ 148 | |
Stock issued in connection with acquisitions | 9,504 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2019 | |
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 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 cloud-based software solutions provide prescribers, pharmacists, pharmacies 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 | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018, which are included in the Company’s annual report on Form 10-K filed on March 1, 2019 (“2018 Form 10-K”). 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 to present fairly the Company's interim consolidated financial position for the periods indicated. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, 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 audited consolidated financial statements and accompanying notes included in the Company’s 2018 Form 10-K. (b) 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. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets (including definite-lived intangible assets), (iv) the evaluation of revenue recognition criteria, (v) assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock-based compensation instruments, (vi) the realizability of long-lived assets including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, and (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and may, in the future, engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. (c) 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 obligation is 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 detail about the Company’s products and service lines. (d) Cost of Product Revenue (exclusive of depreciation and amortization) 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 platforms. 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. (e) Cost of Service Revenue (exclusive of depreciation and amortization) 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, data acquisition costs, 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. (f) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third party administrative services, which fall under the Company’s health plan management services, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total cash and restricted cash as reported in the consolidated statements of cash flows. June 30, 2019 2018 Cash $ 52,137 $ 6,406 Restricted cash 4,565 867 Total cash and restricted cash as presented in the consolidated statement of cash flows $ 56,702 $ 7,273 (g) Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s clients’ financial condition, the amount of receivables in dispute and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $1,223 and $528 as of June 30, 2019 and December 31, 2018, respectively. (h) Leases The Company determines if an arrangement is a lease at inception. As of January 1, 2019, operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt and finance leases, and long-term debt and finance leases in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the net present value of lease payments. The estimated incremental borrowing rate is derived from relevant market information and other publicly available data for instruments with similar characteristics at the lease commencement date. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. (i) Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Targeted Improvements The Company elected the package of practical expedients permitted under the transition guidance, which permits the Company to carry forward its prior conclusions about lease identification, lease classification, and initial direct costs, but did not elect the hindsight practical expedient. ROU assets and liabilities for the Company’ existing leases were recognized on January 1, 2019 based on the estimated net present value of lease payments over the remaining lease term. The adoption of ASU 2016-02 resulted in the recording of lease assets and lease liabilities of $18,469 and $21,173 , respectively, as of January 1, 2019. The standard had no impact on the Company’s opening balance of retained earnings, consolidated net earnings or cash flows. See Note 7 for additional information on the Company’s leases. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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 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 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 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue | |
Revenue | 3. Revenue The Company provides technology-enabled solutions tailored toward the specific needs of the healthcare organizations 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. Service Revenue MRM services 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 Pharmacy cost management services. 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. The Company's MRM and health plan management clients consist primarily of healthcare payors, providers, and pharmacies. The Company’s pharmacy cost management clients consist primarily of post-acute care facilities. Substantially all of the Company’s revenue is recognized in the United States (“U.S.”) and substantially all of the Company’s assets are located in the U.S. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Major service lines: MRM prescription fulfillment services $ 33,372 $ 27,378 $ 64,354 $ 54,558 MRM services 29,242 16,659 49,200 30,354 Health plan management services 9,317 3,132 18,300 4,837 Pharmacy cost management services 4,238 1,366 5,246 2,661 Other services 86 63 114 132 $ 76,255 $ 48,598 $ 137,214 $ 92,542 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 June 30, 2019 and December 31, 2018. June 30, December 31, 2019 2018 Contract assets $ 4,557 $ 3,075 Contract liabilities 5,483 1,733 Contract assets as of June 30, 2019 consisted of $2,411 related to data analytics contract assets, $1,310 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 $836 related to the gain-share component of completed health plan management services contracts. Contract assets as of December 31, 2018 consisted of $2,913 related to data analytics contract assets and $162 related to the gain-share component of completed health plan management services contracts. 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 as of June 30, 2019 consisted of $2,456 related to acquired performance obligations for software services contracts associated with the Company’s acquisitions of DoseMe and PrescribeWellness in the first quarter of 2019 (see Note 5), $1,049 related to advanced billings for prescription medications not yet fulfilled or dispensed, $1,011 related to advanced payments received for service obligations on MRM performance guaranteed contracts, $829 related to performance obligations on software maintenance contracts for electronic health records solutions, and $138 related to unamortized setup fees on health plan management contracts. The contract liabilities as of December 31, 2018 consisted of $858 related to advanced billings for prescription medications not yet fulfilled or dispensed, $730 related to performance obligations on software maintenance contracts for electronic health records solutions, and $145 related to 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 six months ended June 30, 2019 are as follows: June 30, 2019 Contract assets: Contract assets, beginning of period $ 3,075 Decreases due to cash received (5,070) Changes to the contract assets at the beginning of the year as a result of changes in estimates 290 Increases, net of reclassifications to receivables 6,262 Contract assets, end of period $ 4,557 Contract liabilities: Contract liabilities, beginning of period $ 1,733 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (1,408) Increases due to cash received, excluding amounts recognized as revenue during the period 2,868 Increases due to business combinations, excluding amounts recognized as revenue during the period 2,290 Contract liabilities, end of period $ 5,483 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2019 | |
Net Loss per Share | |
Net Loss per Share | 4. Net Loss per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock 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 loss per share for the Company’s common stock: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator (basic and diluted): Net loss $ (6,529) $ (29,026) $ (17,508) $ (47,120) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 20,482,032 18,956,445 20,433,564 18,873,297 Net loss per share, basic and diluted $ (0.32) $ (1.53) $ (0.86) $ (2.50) The following potential common shares, presented based on amounts outstanding for the three and six months ended June 30, 2019 and 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. June 30, 2019 2018 Stock options to purchase common stock 2,948,279 2,602,641 Unvested restricted stock 1,445,817 1,061,879 Common stock warrants 4,646,393 — Contingently issuable shares 5,000 154,150 9,045,489 3,818,670 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions | |
Acquisitions | 5. Acquisitions 2019 Acquisitions PrescribeWellness On March 5, 2019, the Company entered into, and consummated the transactions contemplated by, a Merger Agreement (the “Merger Agreement”) with Prescribe Wellness, LLC, a Nevada limited liability company (“PrescribeWellness”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative. PrescribeWellness is a leading cloud-based patient engagement solutions company that facilitates collaboration between more than 10,000 pharmacies with patients, payers, providers, and pharmaceutical companies. The Company paid $150,000 in cash consideration upon closing, subject to certain customary adjustments as set forth in the Merger Agreement. A portion of the closing consideration is being held in escrow to secure potential claims for indemnification under the Merger Agreement and in respect of adjustments to the consideration under the Merger Agreement. In connection with the acquisition of PrescribeWellness, the Company incurred direct acquisition costs of $59 and $3,230 during the three and six months ended June 30, 2019, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations. The fair value of the acquisition consideration, net of post-closing adjustments, was $148,626 paid in cash. 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. Accounts receivable $ 2,608 Prepaid expenses and other current assets 1,345 Property and equipment 1,155 Operating lease right-of-use-assets 1,467 Trade name 4,100 Developed technology 20,000 Patient database 21,700 Client relationships 74,100 Goodwill 30,846 Total assets acquired $ 157,321 Operating lease liabilities (1,467) Trade accounts payable (1,733) Accrued expenses and other liabilities (5,495) Total purchase price $ 148,626 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, patient database, and client relationships, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average of 5, 10, 5, and 14 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 11.40 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of PrescribeWellness. 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 PrescribeWellness. 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 patient database was estimated using a cost to replace method. 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 of PrescribeWellness resulted from the establishment of new market opportunities while at the same time expanding its service offering to its existing customer base. The goodwill is deductible for income tax purposes. Revenue from PrescribeWellness is primarily comprised of subscription fees for its cloud-based patient engagement solutions. Revenue for these services, and the related costs, is 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 six months ended June 30, 2019, service revenue of $7,919 and $10,110, respectively, from PrescribeWellness was included in the Company’s consolidated statements of operations. Service revenue was recorded net of a reduction of $544 and $747 for the three and six months ended June 30, 2019, respectively, due to the purchase accounting effects of recording deferred revenue at fair value. Net loss of $2,925 and $3,796, which includes amortization of $3,277 and $4,151 associated with acquired intangible assets, from PrescribeWellness was included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2019, respectively. 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 DoseMe On January 2, 2019, the Company completed the acquisition of all of the outstanding share capital and options to purchase share capital of DoseMe Holdings Pty Ltd, a proprietary company limited by shares organized under the Laws of Australia (“DoseMe”). DoseMe is the developer of DoseMeRx, an advanced precision dosing tool to help physicians and pharmacists accurately dose patients’ high-risk parenteral (intravenous) medications based on individual needs. The acquisition was made pursuant to a Share Purchase Deed, made and entered into as of November 30, 2018. The consideration for the acquisition was comprised of (i) cash consideration of up to $10,000 paid at closing, subject to certain customary post-closing adjustments as set forth in the Share Purchase Deed, (ii) the issuance of 149,053 shares of the Company’s common stock, and (iii) the potential for a contingent earn out payment of up to $10,000, to be paid in 50% cash and 50% of the Company’s common stock, based on the financial performance of DoseMe. The Company is not obligated to pay more than $10,000 in cash and common stock for the contingent earn out payment. 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 DoseMe, the Company incurred direct acquisition costs of $41 and $104 during the three and six months ended June 30, 2019, 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 $ 10,136 Stock consideration at closing 9,504 Estimated fair value of contingent consideration 8,720 Total fair value of acquisition consideration $ 28,360 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: Accounts receivable $ 9 Prepaid expenses and other current assets 110 Trade name 89 Developed technology 16,200 Non-competition agreements 500 Goodwill 11,831 Total assets acquired $ 28,739 Trade accounts payable (17) Accrued expenses and other liabilities (362) Total purchase price, including contingent consideration of $8,720 $ 28,360 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 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 4, 7.5 and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition is 7.41 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of DoseMe. 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 DoseMe. The fair value of the developed technology 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 the economic return on contributory assets and estimated revenues generated. 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. See Note 16 for additional discussion of the fair value assessment of the acquisition-related contingent consideration. 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 U.S. income tax purposes. The Company believes the goodwill related to the acquisition of DoseMe resulted from gaining a complementary capability that, when combined with the Company’s existing platform, will create significant market opportunity. The goodwill is deductible for U.S. income tax purposes. Revenue from DoseMe is primarily comprised of subscription and license fees for use of DoseMe’s advanced precision dosing software tool. Revenue for these services, and the related costs, is 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 six months ended June 30, 2019, service revenue of $72 and $138, respectively, from DoseMe was included in the Company’s consolidated statements of operations. Net loss of $769 and $1,995, which includes amortization of $579 and $1,141 associated with acquired intangible assets, from DoseMe was included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2019, respectively. 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. 2018 Acquisitions Cognify On October 19, 2018, the Company entered into and consummated the transactions contemplated by a Stock Purchase Agreement with each stockholder of Cognify, Inc., (“Cognify”), and Mace Wolf, solely in his capacity as the Sellers’ Representative, to acquire all of the issued and outstanding capital stock of Cognify. Cognify is a provider of electronic health record solutions in the Programs of All-Inclusive Care for the Elderly (“PACE”) market and to managed long-term care and medical home providers. See Note 6 set forth in the Company’s audited financial statements included as part of the 2018 Form 10-K for additional information on the Cognify acquisition. Revenue from Cognify is primarily composed of per member per month fees and annual subscription fees for electronic health record solutions. Revenue for these services and the related costs is 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 six months ended June 30, 2019, service revenue of $857 and $1,806, respectively, was included in the Company’s consolidated statements of operations. Net loss of $266 and $372, which includes amortization of $261 and $522 associated with acquired intangible assets, from Cognify was included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2019 respectively. 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”) and Kelley Business Law, PLLc, solely in its capacity as the seller representative, 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. See Note 6 set forth in the Company’s audited financial statements included as part of the 2018 Form 10-K for additional information on the Mediture acquisition. 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 six months ended June 30, 2019, service revenue of $3,572 and $7,045, respectively, from Mediture was included in the Company’s consolidated statements of operations. Net income of $476 and $1,297, which includes amortization of $371 and $742 associated with acquired intangible assets, from Mediture was included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2019, respectively. 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 the Company 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. See Note 6 set forth in the Company’s audited financial statements included as part of the 2018 Form 10-K for additional information on the Peak PACE acquisition. 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 six months ended June 30, 2019, service revenue of $2,184 and $4,397, respectively, from Peak PACE was included in the Company’s consolidated statements of operations. Net income of $137 and $308, which includes amortization of $181 and $363 associated with acquired intangible assets, from Peak PACE was included in the Company’s consolidated statements of operations, for the three and six months ended June 30, 2019, respectively. Pro forma The unaudited pro forma results presented below include the results of the aforementioned acquisitions as if the PrescribeWellness and DoseMe acquisitions had been consummated as of January 1, 2018 and the Cognify, Mediture and Peak PACE acquisitions 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 employees of the acquired companies, adjustments to revenue for the purchase accounting effects of recording deferred revenue at fair value, and the estimated tax effect of adjustments to income (loss) 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, 2018 and January 1, 2017. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenue $ 76,255 $ 60,715 $ 142,961 $ 118,301 Net loss (6,395) (35,803) (18,104) (59,889) Net loss per share, basic and diluted (0.31) (1.86) (0.88) (3.13) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property and Equipment. | |
Property and Equipment | 6. Property and Equipment Depreciation expense on property and equipment for the three months ended June 30, 2019 and 2018 was $1,089 and $881, respectively. Depreciation expense on property and equipment for the six months ended June 30, 2019 and 2018 was $2,097 and $1,715, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | 7. Leases The Company has entered into various operating and finance leases for office space and equipment. The operating leases expire on various dates through 2030, and certain of such leases also contain renewal options and escalation clauses. In addition to the base rent payments, the Company will be obligated to pay a pro rata share of operating expenses and taxes. The components of lease expense were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Operating lease cost $ 1,317 $ 740 $ 2,432 $ 1,431 Finance lease cost: Amortization of leased assets 147 262 409 588 Interest on lease liabilities 11 31 27 70 Total finance lease cost 158 293 436 658 Total lease cost $ 1,475 $ 1,033 $ 2,868 $ 2,089 Operating lease cost includes short-term lease payments and variable lease payments, which are immaterial. Supplemental balance sheet information related to leases was as follows : June 30, 2019 Operating leases: Operating lease right-of-use assets $ 22,602 Current operating lease liabilities $ 4,070 Noncurrent operating lease liabilities 21,666 Total operating lease liabilities $ 25,736 Finance leases: Property and equipment $ 3,477 Accumulated amortization (2,809) Property and equipment, net $ 668 Current obligations of finance leases $ 548 Finance leases, net of current obligations 9 Total finance lease liabilities $ 557 Weighted average remaining lease term (in years): Operating leases 8.89 Finance leases 0.70 Weighted average discount rate: Operating leases 4.44 % Finance leases 6.50 % Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,959 Operating cash flows for finance leases 30 Financing cash flows for finance leases 541 Leased assets obtained in exchange for lease liabilities: Operating leases* $ 4,388 Finance leases — *Excludes operating lease assets acquired in connection with the acquisitions of DoseMe and PrescribeWellness. Maturities of lease liabilities as of June 30, 2019 were as follows: Operating leases Finance leases 2019 $ 2,102 $ 417 2020 4,283 150 2021 3,817 4 2022 3,313 — 2023 3,084 — Thereafter 15,289 — Total minimum lease payments 31,888 571 Less imputed interest (6,152) (14) Present value of lease liabilities 25,736 557 Less current portion (4,070) (548) Total long-term lease liabilities $ 21,666 $ 9 As of June 30, 2019, the Company has additional operating lease commitments that have not yet commenced of approximately $1,725 for office space in Tucson, Arizona and Orlando, Florida, which are expected to be occupied in September 2019 and have lease terms of five to seven years from the occupancy date. As previously disclosed in the 2018 Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating and finance leases having initial or remaining cancellable lease terms in excess of one year would have been as follows as of December 31, 2018: Payments due by period Less More than 1 than 5 Total year 1-3 years 3-5 years years Capital leases $ 1,141 $ 987 $ 154 $ — $ — Operating leases 32,367 3,793 7,183 6,114 15,277 Total $ 33,508 $ 4,780 $ 7,337 $ 6,114 $ 15,277 |
Software Development Costs
Software Development Costs | 6 Months Ended |
Jun. 30, 2019 | |
Software Development Costs | |
Software Development Costs | 8. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing its proprietary software platforms, which are used to support its service contracts, including external direct costs of material and services, payroll costs for employees directly involved with the software development, and interest expense related to borrowings attributable to software development. As of June 30, 2019 31, June 30, 2019 December 31, 2018 Software development costs $ 21,851 $ 15,278 Less: accumulated amortization (8,559) (7,030) Software development costs, net $ 13,292 $ 8,248 Capitalized software development costs included above not yet subject to amortization $ 4,865 $ 3,500 Amortization expense for the three months ended June 30, 2019 and 2018 was $905 and $445, respectively. Amortization expense for the six months ended June 30, 2019 and 2018 was $1,529 and $1,131, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets The Company’s goodwill and related changes during the six months ended June 30, 2019 are as follows: Balance at January 1, 2019 $ 108,213 Goodwill from 2019 acquisitions 42,677 Adjustments to goodwill related to prior year acquisitions 32 Balance at June 30, 2019 $ 150,922 Goodwill is not amortized, but instead tested for impairment annually. The Company conducted its annual impairment test as of October 1, 2018 and determined that there were no indicators of impairment during 2018. The next annual impairment test will be conducted as of October 1, 2019, unless the Company identifies a triggering event in the interim. Management has not identified any triggering events during the six months ended June 30, 2019. Intangible assets consisted of the following as of June 30, 2019 and December 31, 2018: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net June 30, 2019 Trade names 6.97 $ 11,625 $ (3,209) $ 8,416 Client relationships 12.18 128,169 (15,426) 112,743 Non-competition agreements 5.00 7,254 (2,589) 4,665 Developed technology 8.10 67,391 (11,371) 56,020 Patient database 5.00 21,700 (1,447) 20,253 Domain name 10.00 59 (12) 47 Total intangible assets $ 236,198 $ (34,054) $ 202,144 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2018 Trade names 7.96 $ 7,436 $ (2,357) $ 5,079 Client relationships 9.56 54,069 (10,757) 43,312 Non-competition agreements 5.00 6,754 (1,885) 4,869 Developed technology 7.19 31,191 (7,296) 23,895 Domain name 10.00 59 (8) 51 Total intangible assets $ 99,509 $ (22,303) $ 77,206 Amortization expense for intangible assets for the three months ended June 30, 2019 and 2018 was $7,084 and $2,639, respectively. Amortization expense for intangible assets for the six months ended June 30, 2019 and 2018 was $11,751 and $5,167, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows: Years Ending December 31, 2019 (July 1 - December 31) $ 13,776 2020 27,095 2021 26,978 2022 25,886 2023 24,676 Thereafter 83,733 Total estimated amortization expense $ 202,144 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 10. Accrued Expenses and Other Liabilities As of June 30, 2019 and December 31, 2018, accrued expenses and other liabilities consisted of the following: June 30, 2019 December 31, 2018 Employee related expenses $ 11,213 $ 6,357 Contract liability 5,370 1,580 Client funds obligations* 4,565 4,751 Contract labor 2,225 1,563 Interest 2,167 121 Deferred rent — 134 Professional fees 166 442 Royalties expense 726 588 Other expenses 1,646 1,020 Total accrued expenses and other liabilities $ 28,078 $ 16,556 *This amount represents clients’ funds held by the Company, with an offsetting amount included in restricted cash. |
Lines of Credit and Long-Term D
Lines of Credit and Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
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, the Company entered into an Amended and Restated Loan and Security Agreement (as subsequently amended from time to time, the “Amended and Restated 2015 Line of Credit”), whereby the Company amended and restated its revolving line of credit originally entered into with Bridge Bank (now Western Alliance Bank) in 2015. The Amended and Restated 2015 Line of Credit provides for borrowing availability in an aggregate amount up to Interest on the Amended and Restated 2015 Revolving Line of Credit is 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 of Credit require that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended and Restated 2015 Revolving Line of Credit of at least $1,500 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 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 June 30, 2019, the Company was in compliance with all covenants related to the Amended and Restated 2015 Revolving Line of Credit, and management expects that the Company will be able to maintain compliance with its covenants. As of June 30, 2019, the Company has an outstanding letter of credit of $300 issued pursuant to the Amended and Restated 2015 Line of Credit in connection with the Company’s lease agreement for its office space in Moorestown, NJ. The letter of credit renews annually and expires in September 2027 and reduces amounts available under the Amended and Restated 2015 Revolving Line of Credit. As of June 30, 2019, there were no amounts outstanding under the Amended and Restated 2015 Revolving Line of Credit. As of December 31, 2018, $45,000 was outstanding under the Amended and Restated 2015 Line of Credit. Amounts available for borrowings under the Amended and Restated 2015 Revolving Line of Credit were $59,700 as of June 30, 2019. As of June 30, 2019, the interest rate on the Amended and Restated 2015 Revolving Line of Credit was 5.58% and interest expense was $351 for the six months ended June 30, 2019. No interest expense was incurred for the three months ended June 30, 2019 as there were no aggregate borrowings outstanding related to the Amended and Restated 2015 Revolving Line of Credit for the three months ended June 30, 2019. As of June 30, 2018, the interest rate on the Amended and Restated 2015 Revolving Line of Credit was 5.07%, and interest expense was $67 for the three and six months ended June 30, 2018. In connection with the Amended and Restated 2015 Revolving Line of Credit (and all predecessor agreements prior to the amendment or the amendment and restatement thereof), the Company recorded deferred financing costs of $638. 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 of Credit and amortized $61 and $109 to interest expense for the three and six months ended June 30, 2019, respectively, and $20 and $41 to interest expense for the three and six months ended June 30, 2018, respectively. (b) Convertible senior subordinated notes On February 12, 2019, the Company issued and sold an aggregate principal amount of $325,000 of 1.75% convertible senior subordinated notes (the “2026 Notes”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2026 Notes bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2019. The notes will mature on February 15, 2026, unless earlier converted or repurchased. The initial conversion rate for the notes is 14.2966 shares of the Company’s common stock per $1 principal amount of notes. This conversion rate is equal to an initial conversion price of approximately $69.95 per share of the Company’s common stock. Net proceeds from the 2026 Notes were used to pay the cost of convertible note hedge transactions (described below), repay amounts outstanding under the Amended and Restated 2015 Revolving Line of Credit, fund the PrescribeWellness acquisition (as described in Note 5), fund the payment of the acquisition-related contingent consideration for SinfoníaRx (“SRx”), and for general corporate purposes. Holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the business day immediately preceding August 15, 2025 only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or make-whole fundamental change (as defined in the indenture governing the 2026 Notes) or a transaction resulting in the Company’s common stock converting into other securities or property or assets. On or after August 15, 2025 until the close of business on the first scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2026 Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, shares of our common stock, cash or a combination thereof at the Company’s option. As of June 30, 2019, none of the conditions allowing holders of the 2026 Notes to convert had been met. In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components. With the assistance of a third party valuation specialist, the carrying amount of the liability component was calculated by utilizing a discounted cash flow model of the contractual cash flows that were discounted at a risk-adjusted interest rate in order to estimate the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $102,900 and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The initial associated deferred tax effect of $25,884 was recorded as a reduction of additional paid-in capital because the equity component is not currently expected to be deductible for income tax purposes. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2026 Notes using the effective interest rate method. The effective interest rate over the contractual term of the 2026 Notes was 8.05%. Debt issuance costs related to the 2026 Notes are comprised of discounts and commissions payable to the initial purchasers of $8,937 and third party offering costs of $435. The Company allocated the total amount incurred to the liability and equity components of the 2026 Notes based on their relative values. Issuance costs attributable to the liability component were $6,405 and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. During the three months ended June 30, 2019, the Company recognized $4,389 of interest expense related to the 2026 Notes, of which $1,422 was accrued and $2,967 was non-cash accretion of the debt discounts recorded. During the six months ended June 30, 2019, the Company recognized $6,659 of interest expense related to the 2026 Notes, of which $2,164 was accrued and $4,494 was non-cash accretion of the debt discounts recorded. The 2026 Notes have been, and will be, classified as long-term debt on the Company’s consolidated balance sheets until such Notes are within one year of maturity. The 2026 Notes have a carrying value of $220,189 as of June 30, 2019. Accrued interest payable on the 2026 Notes of $2,164 as of June 30, 2019 is included in accrued expenses and other liabilities on the consolidated balance sheets. (c) Convertible Note Hedge and Warrant Transactions In connection with the offering of the 2026 Notes, the Company entered into convertible note hedge transactions with affiliates of certain of the initial purchasers (the “option counterparties”) of the 2026 Notes pursuant to the terms of call option confirmations. The Company has the option to purchase a total of 4,646,393 shares of its common stock at a price of approximately $69.95 per share. The total premiums paid for the note hedges were $101,660. The Company also entered into warrant transactions with the option counterparties whereby they have the option to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. The Company received $65,910 in cash proceeds from the sale of the warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the Company’s consolidated balance sheets. The convertible note hedge transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be. The warrant transactions could separately have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants. (d) Long-term debt The following table represents the total long-term debt obligations of the Company at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Convertible senior subordinated notes $ 325,000 $ — Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (104,811) — Convertible senior subordinated notes, net 220,189 — Finance leases 557 1,097 Total long-term debt and finance leases, net 220,746 1,097 Less current portion, net (548) (945) Total long-term debt and finance leases, less current portion, net $ 220,198 $ 152 (e) Other Financing In May 2016, the Company signed a prime vendor agreement with AmerisourceBergen Drug Corporation (“AmerisourceBergen”), which was effective March 2016 and required a monthly minimum purchase obligation of approximately $1,750. This agreement was amended and restated effective May 1, 2016 with a three-year term, and was not subsequently renewed upon expiration in April 2019. 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. On March 29, 2019, the Company entered into an Affiliated Pharmacy Agreement and Pharmaceutical Program Supply Agreement with Thrifty Drug Stores, Inc. (the “Thrifty Drug Agreements”) to replace the prime vendor agreement with AmerisourceBergen. Pursuant to the terms of the Thrifty Drug Agreements, which have a term lasting through September 30, 2020, the Company has agreed to purchase not less than 98% of the Company’s total prescription product requirements from Thrifty Drug Stores, Inc. The Company commenced purchasing prescription products under the Thrifty Drug Agreements in May 2019. The Thrifty Drug Agreements authorize Thrifty Drug Stores, Inc. to hold a security interest in all of the products purchased by the Company under the Thrifty Drug Agreements. As of June 30, 2019, the Company had $2,241 due to AmerisourceBergen and Thrifty Drug Stores as a result of prescription drug purchases. As of December 31, 2018, the Company had $5,340 due to AmerisourceBergen as a result of prescription drug purchases. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Income Taxes | 12. Income Taxes For the six months ended June 30, 2019, the Company recorded an income tax benefit of $6,580, which resulted in an effective tax rate of 27.3%. The tax benefit primarily consists of $3,884 based on the estimated effective tax rate for the full year and $2,186 of windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions and exercising of nonqualified stock options during the period. For the six months ended June 30, 2018, the Company recorded an income tax benefit of $3,269, which resulted in an effective tax rate of 6.5%. The tax benefit consists of $3,741 related to windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions and exercising of nonqualified stock options during the period. The benefit was offset by tax expense of $472 based on the estimated effective tax rate for the full year. |
Other Long-term Liabilities
Other Long-term Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Other Long-term Liabilities | |
Other Long-term Liabilities | 13. Other Long-term Liabilities Other long term liabilities as of June 30, 2019 was $113 and represented the long-term portion of contract liabilities for performance obligations related to software maintenance contracts for electronic health records solutions. Other long term liabilities as of December 31, 2018 was $3,268 and primarily represented the long-term portion of deferred rent related to the Company's property leases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders' Equity 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 of Credit. During the six months ended June 30, 2019, the Company did not repurchase any shares of its common stock. During the six months ended June 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 June 30, 2019, $1,175 of common stock remained available for repurchase. In connection with the offering of the 2026 Notes, the Company issued warrants to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. As of June 30, 2019, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. See Note 11 for additional information related to the 2026 Notes. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
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 its 2014 Equity Compensation Plan (the “2014 Plan”) into the 2016 Plan. 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. During the term of the 2016 Plan, the share reserve will automatically increase on the first trading day in January of each calendar year 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. In accordance with the terms of the 2016 Plan, the share reserve increased by 1,027,876 shares on January 2, 2019. As of June 30, 2019, 376,269 shares were available for future grants under the 2016 Plan. Restricted Common Stock The following table summarizes the restricted stock award activity under the 2016 Plan for the six months ended June 30, 2019: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2018 1,070,061 $ 20.61 Granted 589,402 54.93 Vested (213,646) 22.02 Outstanding at June 30, 2019 1,445,817 $ 34.40 For the three months ended June 30, 2019 and 2018, $3,361 and $895 of expense was recognized related to restricted stock awards, respectively. For the six months ended June 30, 2019 and 2018, $6,086 and $1,705 of expense was recognized related to restricted stock awards, respectively. As of June 30, 2019, there was unrecognized compensation expense of $37,513 related to non-vested restricted stock awards under the 2016 Plan, which is expected to be recognized over a weighted average period of 3.2 years. Performance-Based Stock Award Other Stock Awards Stock Options The Company recorded $2,642 and $1,284 of stock-based compensation expense related to stock options for the three months ended June 30, 2019 and 2018, respectively. The Company recorded $5,316 and $2,420 of stock-based compensation expense related to stock options for the six months ended June 30, 2019 and 2018, 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 its IPO commenced on September 29, 2016; therefore, expected volatility is based on a combination of the historical volatility of the Company’s common stock and 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 six months ended June 30, 2019 and 2018: Six Months Ended June 30, Valuation assumptions: 2019 2018 Expected volatility 69.60 % 58.40 % Expected term (years) 6.02 6.08 Risk-free interest rate 2.50 % 2.37 % Dividend yield — — The weighted average grant date fair value of employee options granted during the six months ended June 30, 2019 and 2018 was $34.94 and $17.12 per share, respectively. The following table summarizes stock option activity under the 2016 Plan for the six months ended June 30, 2019: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2018 2,490,114 $ 15.70 Granted 669,250 54.90 Exercised (134,715) 12.55 Forfeited (76,370) 47.92 Outstanding at June 30, 2019 2,948,279 $ 23.91 7.2 $ 81,869 Options vested and expected to vest at June 30, 2019 2,948,279 $ 23.91 7.2 $ 81,869 Exercisable at June 30, 2019 1,540,073 $ 10.43 5.8 $ 60,826 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 six months ended June 30, 2019 and 2018 was $5,959 and $27,946, respectively. As of June 30, 2019, there was $29,726 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 3.2 years. Cash received from option exercises for the six months ended June 30, 2019 and 2018 was $1,536 and $2,173, respectively. The Company recorded total stock-based compensation expense for the three and six months ended June 30, 2019 and 2018 in the following expense categories of its consolidated statements of operations: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of revenue - product $ 313 $ 171 $ 622 $ 421 Cost of revenue - service 994 373 1,978 643 Research and development 1,806 323 4,088 519 Sales and marketing 1,105 392 2,092 771 General and administrative 2,688 921 4,978 1,771 Total stock-based compensation expense $ 6,906 $ 2,180 $ 13,758 $ 4,125 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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, contract assets, accounts payable, contract liabilities 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 line of credit approximates fair value based on the terms of the debt arrangement. See below for additional information on the Company’s convertible senior subordinated notes. The Company has classified liabilities measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 June 30, 2019 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 8,540 $ 8,540 Acquisition-related contingent consideration - long-term — — 10,200 10,200 $ — $ — $ 18,740 $ 18,740 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2018 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 43,397 $ 43,397 Acquisition-related contingent consideration - long-term — — 7,800 7,800 $ — $ — $ 51,197 $ 51,197 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. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, In connection with the acquisition of the SRx business, additional contingent consideration was payable by the Company based on SRx’s EBITDA, as defined in the merger agreement, multiplied by a variable EBITDA multiple, which was based on a formula as set forth in the merger agreement. The SRx acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of September 6, 2017. The Company, with the assistance of a third-party appraiser, utilized 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 and six months ended June 30, 2018, the Company recorded a $34,872 and $48,388 charge, respectively, 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. As of December 31, 2018, the fair value of the SRx acquisition-related contingent consideration was calculated to be $81,692, of which $39,774 was equity-classified. During the six months ended June 30, 2019, the Company recorded a $624 charge for the change in fair value of the final SRx acquisition-related contingent consideration amount. During the first quarter of 2019, the Company made the final cash payment of $43,150 and issued 614,225 shares of its common stock, with a fair value of $39,166, in full satisfaction of the SRx acquisition-related contingent consideration payable. The Peak PACE acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of May 1, 2018. The contingent consideration payable was 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, utilized a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the six months ended June 30, 2019, the Company recorded a $163 charge for the change in the fair value of the Peak PACE acquisition- related contingent consideration amount. The fair value of the Peak PACE acquisition-related contingent consideration was calculated to be $1,479 as December 31, 2018. The Company made the final cash payment of $1,642 in full satisfaction of the Peak PACE acquisition-related contingent consideration payable during the second quarter of 2019. The Cognify acquisition-related contingent consideration, which is liability-classified, was recorded at the estimated fair value at the acquisition date of October 19, 2018. The contingent consideration payable is based on a multiple of the excess of Cognify’s 2021 revenues and EBITDA over its 2018 revenues and EBITDA, as defined in the stock purchase agreement. 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 and six months ended June 30, 2019, the Company recorded a $1,500 and $2,400 charge, respectively, for the change in the fair value of Cognify acquisition-related contingent consideration primarily due to a decreased discount period to the final measurement date. The fair value of the Cognify acquisition-related contingent consideration was calculated to be $10,200 and $7,800 as of June 30, 2019 and December 31, 2018, respectively. The final amount of the contingent consideration liability will be fixed as of December 31, 2021. The DoseMe acquisition-related contingent consideration, which is liability-classified, was recorded at the estimated fair value at the acquisition date of January 2, 2019. The contingent consideration payable is based on a multiple of DoseMe’s revenues associated with signed contracts during the twelve-month period ending November 30, 2019, as defined in the share purchase deed. 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 and six months ended June 30, 2019, the Company recorded a $330 charge and a $180 gain, respectively, for the change in the fair value of the DoseMe acquisition-related contingent consideration primarily due to a change in the projected incremental revenues to be added during 2019. The fair value of the DoseMe acquisition-related contingent consideration was calculated to be $8,540 as of June 30, 2019. The final amount of the contingent consideration liability will be fixed as of November 30, 2019. The changes in fair value of the Company’s acquisition-related contingent consideration for the six months ended June 30, 2019 was as follows: Balance at December 31, 2018 $ 51,197 Acquisition date fair value of the DoseMe contingent consideration 8,720 Cash consideration paid (44,792) Adjustments to fair value measurement 3,006 Adjustment to reclassify amounts settled in cash (previously reflected in equity) 609 Balance at June 30, 2019 $ 18,740 The following table presents the financial instruments that are not carried at fair value but require fair value disclosures as of June 30, 2019: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 (the "2026 Notes") $ 325,000 $ 220,189 $ 328,656 The fair value of the 2026 Notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level 2 measurement. As discussed in Note 11, the 2026 Notes are carried at their aggregate face value of $325,000, less any unaccreted debt discount and unamortized debt issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018, the Company was contingently liable for $300 under an outstanding letter of credit related to the Company’s lease agreement for the office space in Moorestown, NJ. See Note 11 for additional information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 to present fairly the Company's interim consolidated financial position for the periods indicated. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, 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 audited consolidated financial statements and accompanying notes included in the Company’s 2018 Form 10-K. |
Use of Estimates | (b) 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. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets (including definite-lived intangible assets), (iv) the evaluation of revenue recognition criteria, (v) assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock-based compensation instruments, (vi) the realizability of long-lived assets including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, and (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and may, in the future, engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. |
Revenue Recognition | (c) 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 obligation is 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 detail about the Company’s products and service lines. |
Restricted Cash | (f) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third party administrative services, which fall under the Company’s health plan management services, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total cash and restricted cash as reported in the consolidated statements of cash flows. June 30, 2019 2018 Cash $ 52,137 $ 6,406 Restricted cash 4,565 867 Total cash and restricted cash as presented in the consolidated statement of cash flows $ 56,702 $ 7,273 |
Accounts Receivable, net | (g) Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s clients’ financial condition, the amount of receivables in dispute and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $1,223 and $528 as of June 30, 2019 and December 31, 2018, respectively. |
Leases | (h) Leases The Company determines if an arrangement is a lease at inception. As of January 1, 2019, operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt and finance leases, and long-term debt and finance leases in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the net present value of lease payments. The estimated incremental borrowing rate is derived from relevant market information and other publicly available data for instruments with similar characteristics at the lease commencement date. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. |
Recent Accounting Pronouncements | (i) Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Targeted Improvements The Company elected the package of practical expedients permitted under the transition guidance, which permits the Company to carry forward its prior conclusions about lease identification, lease classification, and initial direct costs, but did not elect the hindsight practical expedient. ROU assets and liabilities for the Company’ existing leases were recognized on January 1, 2019 based on the estimated net present value of lease payments over the remaining lease term. The adoption of ASU 2016-02 resulted in the recording of lease assets and lease liabilities of $18,469 and $21,173 , respectively, as of January 1, 2019. The standard had no impact on the Company’s opening balance of retained earnings, consolidated net earnings or cash flows. See Note 7 for additional information on the Company’s leases. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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 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 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 |
Product | |
Accounting policies | |
Cost of Revenue | (d) Cost of Product Revenue (exclusive of depreciation and amortization) 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 platforms. 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 | (e) Cost of Service Revenue (exclusive of depreciation and amortization) 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, data acquisition costs, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of cash and restricted cash | June 30, 2019 2018 Cash $ 52,137 $ 6,406 Restricted cash 4,565 867 Total cash and restricted cash as presented in the consolidated statement of cash flows $ 56,702 $ 7,273 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Major service lines: MRM prescription fulfillment services $ 33,372 $ 27,378 $ 64,354 $ 54,558 MRM services 29,242 16,659 49,200 30,354 Health plan management services 9,317 3,132 18,300 4,837 Pharmacy cost management services 4,238 1,366 5,246 2,661 Other services 86 63 114 132 $ 76,255 $ 48,598 $ 137,214 $ 92,542 |
Schedule of contract assets and contract liabilities from contracts with customers | June 30, December 31, 2019 2018 Contract assets $ 4,557 $ 3,075 Contract liabilities 5,483 1,733 |
Schedule of significant changes in the contract assets and the contract liabilities balances | June 30, 2019 Contract assets: Contract assets, beginning of period $ 3,075 Decreases due to cash received (5,070) Changes to the contract assets at the beginning of the year as a result of changes in estimates 290 Increases, net of reclassifications to receivables 6,262 Contract assets, end of period $ 4,557 Contract liabilities: Contract liabilities, beginning of period $ 1,733 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (1,408) Increases due to cash received, excluding amounts recognized as revenue during the period 2,868 Increases due to business combinations, excluding amounts recognized as revenue during the period 2,290 Contract liabilities, end of period $ 5,483 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net loss per share | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator (basic and diluted): Net loss $ (6,529) $ (29,026) $ (17,508) $ (47,120) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 20,482,032 18,956,445 20,433,564 18,873,297 Net loss per share, basic and diluted $ (0.32) $ (1.53) $ (0.86) $ (2.50) |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | June 30, 2019 2018 Stock options to purchase common stock 2,948,279 2,602,641 Unvested restricted stock 1,445,817 1,061,879 Common stock warrants 4,646,393 — Contingently issuable shares 5,000 154,150 9,045,489 3,818,670 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of proforma results | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenue $ 76,255 $ 60,715 $ 142,961 $ 118,301 Net loss (6,395) (35,803) (18,104) (59,889) Net loss per share, basic and diluted (0.31) (1.86) (0.88) (3.13) |
Prescribe Wellness | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Accounts receivable $ 2,608 Prepaid expenses and other current assets 1,345 Property and equipment 1,155 Operating lease right-of-use-assets 1,467 Trade name 4,100 Developed technology 20,000 Patient database 21,700 Client relationships 74,100 Goodwill 30,846 Total assets acquired $ 157,321 Operating lease liabilities (1,467) Trade accounts payable (1,733) Accrued expenses and other liabilities (5,495) Total purchase price $ 148,626 |
DoseMe | |
Schedule of purchase price consideration | Cash consideration at closing, net of post-closing adjustments $ 10,136 Stock consideration at closing 9,504 Estimated fair value of contingent consideration 8,720 Total fair value of acquisition consideration $ 28,360 |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Accounts receivable $ 9 Prepaid expenses and other current assets 110 Trade name 89 Developed technology 16,200 Non-competition agreements 500 Goodwill 11,831 Total assets acquired $ 28,739 Trade accounts payable (17) Accrued expenses and other liabilities (362) Total purchase price, including contingent consideration of $8,720 $ 28,360 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Summary of components of lease expense | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Operating lease cost $ 1,317 $ 740 $ 2,432 $ 1,431 Finance lease cost: Amortization of leased assets 147 262 409 588 Interest on lease liabilities 11 31 27 70 Total finance lease cost 158 293 436 658 Total lease cost $ 1,475 $ 1,033 $ 2,868 $ 2,089 |
Summary of supplemental balance sheet information related to leases | June 30, 2019 Operating leases: Operating lease right-of-use assets $ 22,602 Current operating lease liabilities $ 4,070 Noncurrent operating lease liabilities 21,666 Total operating lease liabilities $ 25,736 Finance leases: Property and equipment $ 3,477 Accumulated amortization (2,809) Property and equipment, net $ 668 Current obligations of finance leases $ 548 Finance leases, net of current obligations 9 Total finance lease liabilities $ 557 Weighted average remaining lease term (in years): Operating leases 8.89 Finance leases 0.70 Weighted average discount rate: Operating leases 4.44 % Finance leases 6.50 % |
Summary of supplemental cash flow information related to leases | Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,959 Operating cash flows for finance leases 30 Financing cash flows for finance leases 541 Leased assets obtained in exchange for lease liabilities: Operating leases* $ 4,388 Finance leases — |
Summary of maturities of operating lease liabilities | Maturities of lease liabilities as of June 30, 2019 were as follows: Operating leases Finance leases 2019 $ 2,102 $ 417 2020 4,283 150 2021 3,817 4 2022 3,313 — 2023 3,084 — Thereafter 15,289 — Total minimum lease payments 31,888 571 Less imputed interest (6,152) (14) Present value of lease liabilities 25,736 557 Less current portion (4,070) (548) Total long-term lease liabilities $ 21,666 $ 9 |
Summary of maturities of finance lease liabilities | Maturities of lease liabilities as of June 30, 2019 were as follows: Operating leases Finance leases 2019 $ 2,102 $ 417 2020 4,283 150 2021 3,817 4 2022 3,313 — 2023 3,084 — Thereafter 15,289 — Total minimum lease payments 31,888 571 Less imputed interest (6,152) (14) Present value of lease liabilities 25,736 557 Less current portion (4,070) (548) Total long-term lease liabilities $ 21,666 $ 9 |
Summary of future minimum lease payments for finance leases | As previously disclosed in the 2018 Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating and finance leases having initial or remaining cancellable lease terms in excess of one year would have been as follows as of December 31, 2018: Payments due by period Less More than 1 than 5 Total year 1-3 years 3-5 years years Capital leases $ 1,141 $ 987 $ 154 $ — $ — Operating leases 32,367 3,793 7,183 6,114 15,277 Total $ 33,508 $ 4,780 $ 7,337 $ 6,114 $ 15,277 |
Summary of future minimum lease payments for operating leases | As previously disclosed in the 2018 Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating and finance leases having initial or remaining cancellable lease terms in excess of one year would have been as follows as of December 31, 2018: Payments due by period Less More than 1 than 5 Total year 1-3 years 3-5 years years Capital leases $ 1,141 $ 987 $ 154 $ — $ — Operating leases 32,367 3,793 7,183 6,114 15,277 Total $ 33,508 $ 4,780 $ 7,337 $ 6,114 $ 15,277 |
Software Development Costs (Tab
Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Software Development Costs | |
Schedule of capitalized software costs | June 30, 2019 December 31, 2018 Software development costs $ 21,851 $ 15,278 Less: accumulated amortization (8,559) (7,030) Software development costs, net $ 13,292 $ 8,248 Capitalized software development costs included above not yet subject to amortization $ 4,865 $ 3,500 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | Balance at January 1, 2019 $ 108,213 Goodwill from 2019 acquisitions 42,677 Adjustments to goodwill related to prior year acquisitions 32 Balance at June 30, 2019 $ 150,922 |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net June 30, 2019 Trade names 6.97 $ 11,625 $ (3,209) $ 8,416 Client relationships 12.18 128,169 (15,426) 112,743 Non-competition agreements 5.00 7,254 (2,589) 4,665 Developed technology 8.10 67,391 (11,371) 56,020 Patient database 5.00 21,700 (1,447) 20,253 Domain name 10.00 59 (12) 47 Total intangible assets $ 236,198 $ (34,054) $ 202,144 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2018 Trade names 7.96 $ 7,436 $ (2,357) $ 5,079 Client relationships 9.56 54,069 (10,757) 43,312 Non-competition agreements 5.00 6,754 (1,885) 4,869 Developed technology 7.19 31,191 (7,296) 23,895 Domain name 10.00 59 (8) 51 Total intangible assets $ 99,509 $ (22,303) $ 77,206 |
Schedule of estimated amortization expense | Years Ending December 31, 2019 (July 1 - December 31) $ 13,776 2020 27,095 2021 26,978 2022 25,886 2023 24,676 Thereafter 83,733 Total estimated amortization expense $ 202,144 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | June 30, 2019 December 31, 2018 Employee related expenses $ 11,213 $ 6,357 Contract liability 5,370 1,580 Client funds obligations* 4,565 4,751 Contract labor 2,225 1,563 Interest 2,167 121 Deferred rent — 134 Professional fees 166 442 Royalties expense 726 588 Other expenses 1,646 1,020 Total accrued expenses and other liabilities $ 28,078 $ 16,556 *This amount represents clients’ funds held by the Company, with an offsetting amount included in restricted cash. |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | June 30, 2019 December 31, 2018 Convertible senior subordinated notes $ 325,000 $ — Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (104,811) — Convertible senior subordinated notes, net 220,189 — Finance leases 557 1,097 Total long-term debt and finance leases, net 220,746 1,097 Less current portion, net (548) (945) Total long-term debt and finance leases, less current portion, net $ 220,198 $ 152 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2018 1,070,061 $ 20.61 Granted 589,402 54.93 Vested (213,646) 22.02 Outstanding at June 30, 2019 1,445,817 $ 34.40 |
Schedule of weighted average assumptions for employee grants | Six Months Ended June 30, Valuation assumptions: 2019 2018 Expected volatility 69.60 % 58.40 % Expected term (years) 6.02 6.08 Risk-free interest rate 2.50 % 2.37 % 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, 2018 2,490,114 $ 15.70 Granted 669,250 54.90 Exercised (134,715) 12.55 Forfeited (76,370) 47.92 Outstanding at June 30, 2019 2,948,279 $ 23.91 7.2 $ 81,869 Options vested and expected to vest at June 30, 2019 2,948,279 $ 23.91 7.2 $ 81,869 Exercisable at June 30, 2019 1,540,073 $ 10.43 5.8 $ 60,826 |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of revenue - product $ 313 $ 171 $ 622 $ 421 Cost of revenue - service 994 373 1,978 643 Research and development 1,806 323 4,088 519 Sales and marketing 1,105 392 2,092 771 General and administrative 2,688 921 4,978 1,771 Total stock-based compensation expense $ 6,906 $ 2,180 $ 13,758 $ 4,125 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
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 June 30, 2019 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 8,540 $ 8,540 Acquisition-related contingent consideration - long-term — — 10,200 10,200 $ — $ — $ 18,740 $ 18,740 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2018 Liabilities Acquisition-related contingent consideration - short-term $ — $ — $ 43,397 $ 43,397 Acquisition-related contingent consideration - long-term — — 7,800 7,800 $ — $ — $ 51,197 $ 51,197 |
Schedule of reconciliation of liability measured at fair value on recurring basis using significant unobservable inputs (Level 3) | Balance at December 31, 2018 $ 51,197 Acquisition date fair value of the DoseMe contingent consideration 8,720 Cash consideration paid (44,792) Adjustments to fair value measurement 3,006 Adjustment to reclassify amounts settled in cash (previously reflected in equity) 609 Balance at June 30, 2019 $ 18,740 |
Schedule of carrying value and fair value of financial instruments | Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 (the "2026 Notes") $ 325,000 $ 220,189 $ 328,656 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | ||||
Cash | $ 52,137 | $ 20,278 | $ 6,406 | |
Restricted cash | 4,565 | 4,751 | 867 | |
Total cash and restricted cash as presented in the consolidated statement of cash flows | $ 56,702 | $ 25,029 | $ 7,273 | $ 10,430 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts Receivable, net | ||
Allowance for doubtful accounts | $ 1,223 | $ 528 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 |
Recent Accounting Pronouncements | ||
Lease, Practical Expedients, Package | true | |
Lease, Practical Expedient, Use of Hindsight | false | |
Net lease assets | $ 22,602 | |
Lease liabilities | $ 25,736 | |
ASU 2016-02 | ||
Recent Accounting Pronouncements | ||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |
ASU 2016-02 | Restatement | ||
Recent Accounting Pronouncements | ||
Net lease assets | $ 18,469 | |
Lease liabilities | $ 21,173 |
Revenue - General (Details)
Revenue - General (Details) | 6 Months Ended |
Jun. 30, 2019 | |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of revenue | ||||
Revenue | $ 76,255 | $ 48,598 | $ 137,214 | $ 92,542 |
MRM prescription fulfillment services | ||||
Disaggregation of revenue | ||||
Revenue | 33,372 | 27,378 | 64,354 | 54,558 |
MRM services | ||||
Disaggregation of revenue | ||||
Revenue | 29,242 | 16,659 | 49,200 | 30,354 |
Health plan management services | ||||
Disaggregation of revenue | ||||
Revenue | 9,317 | 3,132 | 18,300 | 4,837 |
Pharmacy cost management services | ||||
Disaggregation of revenue | ||||
Revenue | 4,238 | 1,366 | 5,246 | 2,661 |
Other services | ||||
Disaggregation of revenue | ||||
Revenue | $ 86 | $ 63 | $ 114 | $ 132 |
Revenue - Contract balances (De
Revenue - Contract balances (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract balances | |||
Contract assets | $ 4,557 | $ 3,075 | |
Contract liabilities | 5,483 | 1,733 | $ 1,350 |
Data analysis | |||
Contract balances | |||
Contract assets | 2,411 | 2,913 | |
Software services | |||
Contract balances | |||
Contract liabilities | 2,456 | ||
MRM services | |||
Contract balances | |||
Contract assets | 1,310 | ||
Contract liabilities | 1,011 | ||
Prescription medications | |||
Contract balances | |||
Contract liabilities | 1,049 | 858 | |
Software maintenance | |||
Contract balances | |||
Contract liabilities | 829 | 730 | |
Health plan management services | |||
Contract balances | |||
Contract assets | 836 | 162 | |
Contract liabilities | $ 138 | $ 145 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Contract assets: | ||
Contract assets, beginning of period | $ 3,075 | |
Decreases due to cash received | (5,070) | |
Changes to the contract assets at the beginning of the year as a result of changes in estimates | 290 | |
Increases, net of reclassifications to receivables | 6,262 | |
Contract assets, end of period | 4,557 | |
Contract liabilities: | ||
Contract liabilities, beginning of period | 1,733 | $ 1,350 |
Revenue recognized that was included in the contract liabilities balance at the beginning of the period | (1,408) | $ (1,257) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 2,868 | |
Increases due to business combinations, excluding amounts recognized as revenue during the period | 2,290 | |
Contract liabilities, end of period | $ 5,483 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator (basic and diluted): | ||||
Net loss attributable to common stockholders, basic | $ (6,529) | $ (29,026) | $ (17,508) | $ (47,120) |
Net loss attributable to common stockholders, diluted | $ (6,529) | $ (29,026) | $ (17,508) | $ (47,120) |
Denominator (basic and diluted): | ||||
Weighted average common shares outstanding basic and diluted (in shares) | 20,482,032 | 18,956,445 | 20,433,564 | 18,873,297 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.32) | $ (1.53) | $ (0.86) | $ (2.50) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
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 | 9,045,489 | 3,818,670 |
Stock options to purchase common stock | ||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||
Amount of antidilutive securities excluded from computation of earnings per share | 2,948,279 | 2,602,641 |
Unvested 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 | 1,445,817 | 1,061,879 |
Common stock warrants | ||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||
Amount of antidilutive securities excluded from computation of earnings per share | 4,646,393 | |
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 | 5,000 | 154,150 |
Acquisitions - Prescribe Wellne
Acquisitions - Prescribe Wellness (Details) $ in Thousands | Mar. 05, 2019USD ($)company | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Goodwill | $ 150,922 | $ 150,922 | $ 108,213 | |||||
Revenue | 76,255 | $ 48,598 | 137,214 | $ 92,542 | ||||
Net income (loss) | (6,529) | $ (10,979) | (29,026) | $ (18,094) | (17,508) | (47,120) | ||
Amortization expense | 7,084 | $ 2,639 | $ 11,751 | $ 5,167 | ||||
Trade name | ||||||||
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 19 days | 7 years 11 months 15 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 | 8 years 1 month 6 days | 7 years 2 months 8 days | ||||||
Patient database | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Weighted average amortization period | 5 years | |||||||
Prescribe Wellness | ||||||||
Acquisition | ||||||||
Cash consideration | $ 150,000 | |||||||
Direct acquisition costs | 59 | $ 3,230 | ||||||
Purchase price consideration | ||||||||
Cash consideration at closing, net of post-closing adjustments | 148,626 | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Accounts receivable | 2,608 | |||||||
Prepaid expenses and other current assets | 1,345 | |||||||
Property and equipment | 1,155 | |||||||
Operating lease right-of-use-assets | 1,467 | |||||||
Goodwill | 30,846 | |||||||
Total assets acquired | 157,321 | |||||||
Operating lease liabilities | (1,467) | |||||||
Trade accounts payable | (1,733) | |||||||
Accrued expenses and other liabilities | (5,495) | |||||||
Total purchase price | $ 148,626 | |||||||
Weighted average amortization period | 11 years 4 months 24 days | |||||||
Revenue | 7,919 | 10,110 | ||||||
Net income (loss) | (2,925) | (3,796) | ||||||
Amortization expense | 3,277 | 4,151 | ||||||
Reduction to revenue recorded due to purchase accounting effects of recording deferred revenue at fair value | $ (544) | $ (747) | ||||||
Prescribe Wellness | Minimum | ||||||||
Acquisition | ||||||||
Number of pharmacies with which acquiree facilitates collaboration | company | 10,000 | |||||||
Prescribe Wellness | Trade name | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 4,100 | |||||||
Weighted average amortization period | 5 years | |||||||
Prescribe Wellness | Developed technology | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 20,000 | |||||||
Weighted average amortization period | 10 years | |||||||
Prescribe Wellness | Patient database | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 21,700 | |||||||
Weighted average amortization period | 5 years | |||||||
Prescribe Wellness | Client relationships intangible asset | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 74,100 | |||||||
Weighted average amortization period | 14 years |
Acquisitions - DoseMe (Details)
Acquisitions - DoseMe (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Goodwill | $ 150,922 | $ 150,922 | $ 108,213 | |||||
Revenue | 76,255 | $ 48,598 | 137,214 | $ 92,542 | ||||
Net income (loss) | (6,529) | $ (10,979) | (29,026) | $ (18,094) | (17,508) | (47,120) | ||
Amortization expense | 7,084 | $ 2,639 | $ 11,751 | $ 5,167 | ||||
Trade name | ||||||||
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 19 days | 7 years 11 months 15 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 | 8 years 1 month 6 days | 7 years 2 months 8 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 | 5 years | 5 years | ||||||
DoseMe | ||||||||
Acquisition | ||||||||
Issuance of common stock (in shares) | 149,053 | |||||||
Percentage of contingent consideration payable in cash | 50.00% | |||||||
Percentage of contingent consideration payable in stock | 50.00% | |||||||
Direct acquisition costs | 41 | $ 104 | ||||||
Purchase price consideration | ||||||||
Cash consideration at closing, net of post-closing adjustments | $ 10,136 | |||||||
Stock consideration at closing | 9,504 | |||||||
Estimated fair value of contingent consideration | 8,720 | |||||||
Total fair value of acquisition consideration | 28,360 | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Accounts receivable | 9 | |||||||
Prepaid expenses and other current assets | 110 | |||||||
Goodwill | 11,831 | |||||||
Total assets acquired | 28,739 | |||||||
Trade accounts payable | (17) | |||||||
Accrued expenses and other liabilities | (362) | |||||||
Total purchase price | 28,360 | |||||||
Acquisition-related contingent consideration | $ 8,720 | |||||||
Weighted average amortization period | 7 years 4 months 28 days | |||||||
Revenue | 72 | 138 | ||||||
Net income (loss) | $ (769) | (1,995) | ||||||
Amortization expense | $ 579 | $ 1,141 | ||||||
DoseMe | Maximum | ||||||||
Acquisition | ||||||||
Cash consideration | $ 10,000 | |||||||
Contingent earn out payment | 10,000 | |||||||
DoseMe | Trade name | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 89 | |||||||
Weighted average amortization period | 4 years | |||||||
DoseMe | Developed technology | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 16,200 | |||||||
Weighted average amortization period | 7 years 6 months | |||||||
DoseMe | Non-competition agreement | ||||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||||
Intangible assets | $ 500 | |||||||
Weighted average amortization period | 5 years |
Acquisitions - Cognify (Details
Acquisitions - Cognify (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | $ 76,255 | $ 48,598 | $ 137,214 | $ 92,542 | ||
Net income (loss) | (6,529) | $ (10,979) | (29,026) | $ (18,094) | (17,508) | (47,120) |
Amortization of Intangible Assets | 7,084 | $ 2,639 | 11,751 | $ 5,167 | ||
Cognify, Inc | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | 857 | 1,806 | ||||
Net income (loss) | (266) | (372) | ||||
Amortization of Intangible Assets | $ 261 | $ 522 |
Acquisitions - Mediture (Detail
Acquisitions - Mediture (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | $ 76,255 | $ 48,598 | $ 137,214 | $ 92,542 | ||
Net income (loss) | (6,529) | $ (10,979) | (29,026) | $ (18,094) | (17,508) | (47,120) |
Amortization expense | 7,084 | $ 2,639 | 11,751 | $ 5,167 | ||
Mediture | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | 3,572 | 7,045 | ||||
Net income (loss) | 476 | 1,297 | ||||
Amortization expense | $ 371 | $ 742 |
Acquisitions - Peak PACE Soluti
Acquisitions - Peak PACE Solutions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | $ 76,255 | $ 48,598 | $ 137,214 | $ 92,542 | ||
Net income (loss) | (6,529) | $ (10,979) | (29,026) | $ (18,094) | (17,508) | (47,120) |
Amortization expense | 7,084 | $ 2,639 | 11,751 | $ 5,167 | ||
Peak PACE Solutions | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||||
Revenue | 2,184 | 4,397 | ||||
Net income (loss) | 137 | 308 | ||||
Amortization expense | $ 181 | $ 363 |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) - 2018 and 2019 Acquisitions - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Acquisition | ||||
Revenue | $ 76,255 | $ 60,715 | $ 142,961 | $ 118,301 |
Net loss | $ (6,395) | $ (35,803) | $ (18,104) | $ (59,889) |
Net loss per share, basic (in dollars per share) | $ (0.31) | $ (1.86) | $ (0.88) | $ (3.13) |
Net loss per share, diluted (in dollars per share) | $ (0.31) | $ (1.86) | $ (0.88) | $ (3.13) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property and Equipment. | ||||
Depreciation | $ 1,089 | $ 881 | $ 2,097 | $ 1,715 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components of lease expense | ||||
Operating lease cost | $ 1,317 | $ 2,432 | ||
Operating lease cost | $ 740 | $ 1,431 | ||
Finance lease cost | ||||
Amortization of leased assets | 147 | 409 | ||
Amortization of leased assets | 262 | 588 | ||
Interest on lease liabilities | 11 | 27 | ||
Interest on lease liabilities | 31 | 70 | ||
Total finance lease cost | 158 | 436 | ||
Total finance lease cost | 293 | 658 | ||
Total lease cost | $ 1,475 | $ 2,868 | ||
Total lease cost | $ 1,033 | $ 2,089 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases | |
Operating lease right-of-use assets | $ 22,602 |
Current operating lease liabilities | 4,070 |
Noncurrent operating lease liabilities | 21,666 |
Total operating lease liabilities | 25,736 |
Finance leases | |
Current obligations of finance leases | 548 |
Finance leases, net of current obligations | 9 |
Total finance lease liabilities | $ 557 |
Weighted average remaining lease term (in years): Operating leases | 8 years 10 months 20 days |
Weighted average remaining lease term (in years): Finance leases | 8 months 12 days |
Weighted average discount rate: Operating leases (as a percent) | 4.44% |
Weighted average discount rate: Finance leases (as a percent) | 6.50% |
Office space and equipment, Finance leases | |
Finance leases | |
Property and equipment | $ 3,477 |
Accumulated amortization | (2,809) |
Property and equipment, net | $ 668 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases | $ 1,959 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases | 30 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases | 541 |
Office space and equipment, excluding lease assets acquired in DoseMe and PrescribeWellness acquisitions | |
Leases | |
Leased assets obtained in exchange for lease liabilities: Operating leases | $ 4,388 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases | |
2019 | $ 2,102 |
2020 | 4,283 |
2021 | 3,817 |
2022 | 3,313 |
2023 | 3,084 |
Thereafter | 15,289 |
Total minimum lease payments | 31,888 |
Less: imputed interest | (6,152) |
Present value of lease liabilities | 25,736 |
Less current portion | (4,070) |
Total long-term lease liabilities | 21,666 |
Finance leases | |
2019 | 417 |
2020 | 150 |
2021 | 4 |
Total minimum lease payments | 571 |
Less: imputed interest | (14) |
Present value of lease liabilities | 557 |
Less current portion | 548 |
Total long-term lease liabilities | $ 9 |
Leases - Additional Operating L
Leases - Additional Operating Lease Commitments (Details) | Jun. 30, 2019USD ($) |
Leases | |
Additional operating lease commitments that have not yet commenced | $ 1,725,000 |
Minimum | |
Leases | |
Lease term for operating lease commitments that have not yet commenced | 5 years |
Maximum | |
Leases | |
Lease term for operating lease commitments that have not yet commenced | 7 years |
Leases - Future minimum lease p
Leases - Future minimum lease payments - 2018 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum lease payments for capital leases | |
Capital leases total | $ 1,141 |
Less than 1 year | 987 |
1 - 3 years | 154 |
Future minimum lease payments for operating leases | |
Operating leases total | 32,367 |
Less than 1 year | 3,793 |
1 - 3 years | 7,183 |
3 - 5 years | 6,114 |
More than 5 years | 15,277 |
Future minimum lease payments for capital and operating leases | |
Leases total | 33,508 |
Less than 1 year | 4,780 |
1 - 3 years | 7,337 |
3 - 5 years | 6,114 |
More than 5 years | $ 15,277 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Software Development Costs | |||||
Software development costs | $ 21,851 | $ 21,851 | $ 15,278 | ||
Less: accumulated amortization | (8,559) | (8,559) | (7,030) | ||
Software development costs, net | 13,292 | 13,292 | 8,248 | ||
Capitalized software development costs included above not yet subject to amortization | 4,865 | 4,865 | $ 3,500 | ||
Amortization expense | $ 905 | $ 445 | $ 1,529 | $ 1,131 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Goodwill and related changes | ||
Goodwill at beginning of period | $ 108,213 | |
Goodwill from acquisitions | 42,677 | |
Adjustments to goodwill related to prior year acquisitions | 32 | |
Goodwill at end of period | $ 150,922 | $ 108,213 |
Goodwill impairment | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Intangible Assets | |||||
Gross Value | $ 236,198 | $ 236,198 | $ 99,509 | ||
Accumulated Amortization | (34,054) | (34,054) | (22,303) | ||
Intangible Assets, net | 202,144 | 202,144 | $ 77,206 | ||
Amortization expense | 7,084 | $ 2,639 | $ 11,751 | $ 5,167 | |
Trade name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 6 years 11 months 19 days | 7 years 11 months 15 days | |||
Gross Value | 11,625 | $ 11,625 | $ 7,436 | ||
Accumulated Amortization | (3,209) | (3,209) | (2,357) | ||
Intangible Assets, net | 8,416 | $ 8,416 | $ 5,079 | ||
Client relationships | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 12 years 2 months 4 days | 9 years 6 months 21 days | |||
Gross Value | 128,169 | $ 128,169 | $ 54,069 | ||
Accumulated Amortization | (15,426) | (15,426) | (10,757) | ||
Intangible Assets, net | 112,743 | $ 112,743 | $ 43,312 | ||
Non-competition agreement | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 5 years | 5 years | |||
Gross Value | 7,254 | $ 7,254 | $ 6,754 | ||
Accumulated Amortization | (2,589) | (2,589) | (1,885) | ||
Intangible Assets, net | 4,665 | $ 4,665 | $ 4,869 | ||
Developed technology | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 8 years 1 month 6 days | 7 years 2 months 8 days | |||
Gross Value | 67,391 | $ 67,391 | $ 31,191 | ||
Accumulated Amortization | (11,371) | (11,371) | (7,296) | ||
Intangible Assets, net | 56,020 | $ 56,020 | $ 23,895 | ||
Patient database | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 5 years | ||||
Gross Value | 21,700 | $ 21,700 | |||
Accumulated Amortization | (1,447) | (1,447) | |||
Intangible Assets, net | 20,253 | $ 20,253 | |||
Domain name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 10 years | 10 years | |||
Gross Value | 59 | $ 59 | $ 59 | ||
Accumulated Amortization | (12) | (12) | (8) | ||
Intangible Assets, net | $ 47 | $ 47 | $ 51 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Estimated amortization expense | ||
2019 (July 1 - December 31) | $ 13,776 | |
2020 | 27,095 | |
2021 | 26,978 | |
2022 | 25,886 | |
2023 | 24,676 | |
Thereafter | 83,733 | |
Total estimated amortization expense | $ 202,144 | $ 77,206 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 11,213 | $ 6,357 |
Contract liability | 5,370 | 1,580 |
Client funds obligations | 4,565 | 4,751 |
Contract labor | 2,225 | 1,563 |
Interest | 2,167 | 121 |
Deferred rent | 134 | |
Professional fees | 166 | 442 |
Royalties expense | 726 | 588 |
Other expenses | 1,646 | 1,020 |
Total accrued expenses and other liabilities | $ 28,078 | $ 16,556 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 05, 2019 | Dec. 31, 2018 | |
Lines of Credit | |||||||
Trailing period | 12 months | ||||||
2015 Revolving Line | |||||||
Lines of Credit | |||||||
Maximum borrowing capacity | $ 60,000 | ||||||
Sublimit of loan | $ 1,000 | ||||||
Unrestricted cash and unused availability balance | $ 1,500 | $ 1,500 | |||||
Trailing period | 12 months | ||||||
Letter of credit outstanding | 300 | 300 | $ 300 | ||||
Aggregate borrowings outstanding | 0 | 0 | $ 45,000 | ||||
Amounts available for borrowings | $ 59,700 | $ 59,700 | |||||
Interest rate (as a percent) | 5.58% | 5.07% | 5.58% | 5.07% | |||
Interest expense | $ 0 | $ 67 | $ 351 | $ 67 | |||
Deferred financing costs | 638 | 638 | |||||
Amortization of deferred financing costs to interest expense | 61 | $ 20 | $ 109 | $ 41 | |||
Aggregate borrowings outstanding during the period | $ 0 | ||||||
2015 Revolving Line | Prime Rate | |||||||
Lines of Credit | |||||||
Floor rate (as a percent) | 3.50% | ||||||
Minimum | 2015 Revolving Line | |||||||
Lines of Credit | |||||||
Leverage ratio | 1 | ||||||
Minimum EBITDA (as a percent) | 75.00% | ||||||
Minimum | 2015 Revolving Line | Prime Rate | |||||||
Lines of Credit | |||||||
Spread on variable rate (as a percent) | (0.25%) | ||||||
Maximum | 2015 Revolving Line | |||||||
Lines of Credit | |||||||
Leverage ratio | 2.50 | ||||||
Maximum capital expenditure | $ 5,000 | ||||||
Maximum | 2015 Revolving Line | 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 - Convertible Senior Subordinated Notes (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2019USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($)D | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Lines of Credit and Long-Term Debt | |||||
Cash paid for interest | $ 364 | $ 121 | |||
Long term debt, net | $ 220,189 | 220,189 | |||
Accrued interest payable | 2,167 | 2,167 | $ 121 | ||
Convertible Senior Subordinated Notes | |||||
Lines of Credit and Long-Term Debt | |||||
Aggregate borrowings | $ 325,000 | $ 325,000 | $ 325,000 | ||
Interest rate (as a percent) | 1.75% | 1.75% | 1.75% | ||
Initial conversion rate | 0.0142966 | ||||
Initial conversion price | $ / shares | $ 69.95 | ||||
Principal amount | 1 | ||||
Carrying amount of the equity component representing the conversion option | $ 102,900 | ||||
Deferred tax effect | $ 25,884 | ||||
Effective interest rate | 8.05% | ||||
Debt issuance costs | $ 8,937 | ||||
Third party offering costs | 435 | ||||
Issuance costs attributable to the liability component | $ 6,405 | ||||
Interest expense | $ 4,389 | 6,659 | |||
Cash paid for interest | 1,422 | 2,164 | |||
Non-cash accretion of the debt discounts | 2,967 | $ 4,494 | |||
Long term debt, net | 220,189 | $ 220,189 | |||
Accrued interest payable | $ 2,164 | $ 2,164 | |||
Debt Conversion Scenario One | Convertible Senior Subordinated Notes | |||||
Lines of Credit and Long-Term Debt | |||||
Trading days | D | 20 | ||||
Consecutive trading days | D | 30 | ||||
Stock price trigger percentage (as a percent) | 130.00% | ||||
Debt Conversion Scenario Two | Convertible Senior Subordinated Notes | |||||
Lines of Credit and Long-Term Debt | |||||
Trading days | D | 5 | ||||
Consecutive trading days | D | 5 | ||||
Stock price trigger percentage (as a percent) | 98.00% |
Lines of Credit and Long-Term_5
Lines of Credit and Long-Term Debt - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2019 | Jun. 30, 2019 |
Lines of Credit and Long-Term Debt | ||
Proceeds from Issuance of Warrants | $ 65,910 | |
Convertible note warrant | ||
Lines of Credit and Long-Term Debt | ||
Option to purchase | 4,646,393 | |
Exercise price (in dollars per share) | $ 105.58 | |
Proceeds from Issuance of Warrants | $ 65,910 | |
Note hedges | ||
Lines of Credit and Long-Term Debt | ||
Option to purchase | 4,646,393 | |
Exercise price (in dollars per share) | $ 69.95 | |
Premiums paid for the note hedges | $ 101,660 |
Lines of Credit and Long-Term_6
Lines of Credit and Long-Term Debt - Long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Capital Lease Obligations | ||
Long term debt, gross | $ 325,000 | |
Unamortized discount, including debt issuance costs, on convertible senior subordinated notes | (104,811) | |
Long term debt, net | 220,189 | |
Finance leases | 557 | |
Capital leases | $ 1,097 | |
Total long-term debt and finance leases, net | 220,746 | 1,097 |
Less current portion, net | (548) | (945) |
Total long-term debt and finance leases, less current portion, net | $ 220,198 | $ 152 |
Lines of Credit and Long-Term_7
Lines of Credit and Long-Term Debt - Other Financing (Details) - USD ($) $ in Thousands | Mar. 29, 2019 | May 31, 2016 | Jun. 30, 2019 | Dec. 31, 2018 |
AmerisourceBergen and Thrifty Drug Stores, Inc. | ||||
Other Financing | ||||
Amount due as a result of prescription drug purchases | $ 2,241 | |||
AmerisourceBergen | ||||
Other Financing | ||||
Monthly minimum purchase obligation | $ 1,750 | |||
Purchase obligation, period | 3 years | |||
Amount due as a result of prescription drug purchases | $ 5,340 | |||
Thrifty Drug Stores, Inc. | ||||
Other Financing | ||||
Purchase obligation (as a percent) | 98.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Taxes | ||||
Income tax benefit | $ (2,539) | $ (5,919) | $ (6,580) | $ (3,269) |
Effective tax rate (as a percent) | 27.30% | 6.50% | ||
Tax (benefit) based on estimated effective tax rate for the full year | $ 3,884 | |||
Income tax benefit, Tax windfall | $ (2,186) | $ (3,741) | ||
Offset by tax expense based on estimated annual effective tax rate expected | $ 472 |
Other Long-term Liabilities (De
Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Other Long-term Liabilities | ||
Other long-term liabilities | $ 113 | $ 3,268 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Apr. 25, 2017 | |
Common Stock Repurchase | ||||
Average price per share (in dollars per share) | $ 35.82 | |||
Shares repurchased (in dollars) | $ 2,866 | |||
Treasury Stock | ||||
Common Stock Repurchase | ||||
Shares repurchased (in shares) | 80,000 | 80,000 | ||
Shares repurchased (in dollars) | $ 2,866 | $ 2,866 | ||
Common Stock | ||||
Common Stock Repurchase | ||||
Number of shares authorized to be repurchased | $ 5,000 | |||
Common stock available for repurchase | $ 1,175 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - Convertible note warrant - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Feb. 12, 2019 | |
Warrants | ||
Number of shares called by warrants issued | 4,646,393 | |
Exercise price (in dollars per share) | $ 105.58 | |
Shares issued from exercise of warrants | 0 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - shares | Jan. 02, 2019 | Sep. 30, 2016 | Jun. 30, 2019 |
2014 Plan | |||
Stock-Based Compensation | |||
Granted (in shares) | 0 | ||
2016 Plan | |||
Stock-Based Compensation | |||
Automatic increase on share reserve (as a percent) | 5.00% | ||
Additional shares authorized | 1,027,876 | ||
Available for future grant (in shares) | 376,269 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted average grant date fair value | ||||
Total stock-based compensation expense (in dollars) | $ 6,906 | $ 2,180 | $ 13,758 | $ 4,125 |
Unvested restricted stock | ||||
Number of shares | ||||
Outstanding at beginning of period (in shares) | 1,070,061 | |||
Granted (in shares) | 589,402 | |||
Vested (in shares) | (213,646) | |||
Outstanding at end of period (in shares) | 1,445,817 | 1,445,817 | ||
Weighted average grant date fair value | ||||
Outstanding at beginning of period (in dollars per share) | $ 20.61 | |||
Granted (in dollars per share) | 54.93 | |||
Vested to common stock (in dollars per share) | 22.02 | |||
Outstanding at end of period (in dollars per share | $ 34.40 | $ 34.40 | ||
Total stock-based compensation expense (in dollars) | $ 3,361 | $ 895 | $ 6,086 | $ 1,705 |
Unrecognized compensation expense (in dollars) | $ 37,513 | $ 37,513 | ||
Weighted average period expected to be recognized | 3 years 2 months 12 days |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Stock Award (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Stock-Based Compensation | |||||
Stock- based stock awards expense | $ 6,906 | $ 2,180 | $ 13,758 | $ 4,125 | |
Performance Based Stock Award | |||||
Stock-Based Compensation | |||||
Granted (in shares) | 50,000 | ||||
Weighted average grant-date fair value (in dollars per share) | $ 61.85 | ||||
Stock- based stock awards expense | 399 | 1,314 | |||
Unrecognized compensation expense (in dollars) | $ 394 | $ 394 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-Based Compensation | ||||
Total stock-based compensation expense (in dollars) | $ 6,906 | $ 2,180 | $ 13,758 | $ 4,125 |
Other stock awards | ||||
Stock-Based Compensation | ||||
Granted (in shares) | 19,648 | |||
Weighted average grant-date fair value (in dollars per share) | $ 53.03 | |||
Total stock-based compensation expense (in dollars) | $ 504 | $ 1,042 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-Based Compensation | ||||
Total stock-based compensation expense (in dollars) | $ 6,906 | $ 2,180 | $ 13,758 | $ 4,125 |
Stock options to purchase common stock | ||||
Valuation assumptions: | ||||
Expected volatility (as a percent) | 69.60% | 58.40% | ||
Expected term (years) | 6 years 7 days | 6 years 29 days | ||
Risk-free interest rate (as a percent) | 2.50% | 2.37% | ||
Weighted average grant-date fair value (in dollars per share) | $ 34.94 | $ 17.12 | ||
Stock options | ||||
Stock-Based Compensation | ||||
Total stock-based compensation expense (in dollars) | $ 2,642 | $ 1,284 | $ 5,316 | $ 2,420 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 2,490,114 | |
Granted (in shares) | 669,250 | |
Exercised (in shares) | (134,715) | |
Forfeited (in shares) | (76,370) | |
Outstanding at end of the period (in shares) | 2,948,279 | |
Options vested and expected to vest at end of the period (in shares) | 2,948,279 | |
Exercisable at end of period (in shares) | 1,540,073 | |
Weighted average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 15.70 | |
Granted (in dollars per share) | 54.90 | |
Exercised (in dollars per share) | 12.55 | |
Forfeited (in dollars per share) | 47.92 | |
Outstanding at end of period (in dollars per share) | 23.91 | |
Options vested and expected to vest at end of period (in dollars per share) | 23.91 | |
Exercisable at end of period (in dollars per share) | $ 10.43 | |
Weighted average remaining contractual term | ||
Outstanding | 7 years 2 months 12 days | |
Options vested and expected to vest at of the period | 7 years 2 months 12 days | |
Exercisable | 5 years 9 months 18 days | |
Aggregate intrinsic value | ||
Outstanding (in dollars) | $ 81,869 | |
Options vested and expected to vest at end of period (in dollars) | 81,869 | |
Exercisable (in dollars) | 60,826 | |
Additional disclosures | ||
Intrinsic value of options exercised (in dollars) | 5,959 | $ 27,946 |
Proceeds from stock options exercised (in dollars) | 1,536 | $ 2,173 |
Stock options | ||
Additional disclosures | ||
Total unrecognized compensation cost (in dollars) | $ 29,726 | |
Weighted average period expected to be recognized | 3 years 2 months 12 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 6,906 | $ 2,180 | $ 13,758 | $ 4,125 |
Cost of revenue - product | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 313 | 171 | 622 | 421 |
Cost of revenue - service | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 994 | 373 | 1,978 | 643 |
Research and development | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 1,806 | 323 | 4,088 | 519 |
Sales and marketing | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 1,105 | 392 | 2,092 | 771 |
General and administrative | ||||
Stock-based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 2,688 | $ 921 | $ 4,978 | $ 1,771 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Measurements | ||
Acquisition-related contingent consideration - short-term | $ 8,540 | $ 43,397 |
Acquisition-related contingent consideration - long-term | 10,200 | 7,800 |
Liabilities | 18,740 | 51,197 |
Level 3 | ||
Fair Value Measurements | ||
Acquisition-related contingent consideration - short-term | 8,540 | 43,397 |
Acquisition-related contingent consideration - long-term | 10,200 | 7,800 |
Liabilities | $ 18,740 | $ 51,197 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration rollforward (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Change in fair value | ||||||
Change in fair value of acquisition-related contingent consideration expense | $ 1,830 | $ 35,283 | $ 3,006 | $ 48,804 | ||
Payments of acquisition-related contingent consideration | 20,342 | 1,646 | ||||
Change in fair value using significant unobservable inputs (Level 3): | ||||||
Balance at beginning of period | 51,197 | |||||
Acquisition date fair value of contingent consideration | 8,720 | |||||
Cash consideration paid | (44,792) | |||||
Adjustments to fair value measurement | 3,006 | |||||
Adjustment to reclassify amounts settled in cash (previously reflected in equity) | 609 | |||||
Balance at end of period | 18,740 | 18,740 | ||||
SinfoniaRx | ||||||
Change in fair value | ||||||
Change in fair value of acquisition-related contingent consideration expense | $ 34,872 | 624 | $ 48,388 | |||
Contingent consideration | $ 81,692 | |||||
Contingent consideration equity-classified | 39,774 | |||||
Payments of acquisition-related contingent consideration | $ 43,150 | |||||
Issuance of common stock (in shares) | 614,225 | |||||
Value of shares to be issued | 39,166 | $ 39,166 | ||||
Peak PACE Solutions | ||||||
Change in fair value | ||||||
Change in fair value of acquisition-related contingent consideration expense | 163 | |||||
Payments of acquisition-related contingent consideration | 1,642 | |||||
Contingent consideration liability | 1,479 | |||||
Cognify, Inc | ||||||
Change in fair value | ||||||
Change in fair value of acquisition-related contingent consideration expense | 1,500 | 2,400 | ||||
Contingent consideration liability | 10,200 | 10,200 | $ 7,800 | |||
DoseMe | ||||||
Change in fair value | ||||||
Change in fair value of acquisition-related contingent consideration expense | 330 | (180) | ||||
Issuance of common stock (in shares) | 149,053 | |||||
Contingent consideration liability | $ 8,540 | $ 8,540 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Feb. 12, 2019 |
Fair Value Measurements | ||
Amount before unaccreted debt discount and unamortized debt issuance costs | $ 325,000 | |
Convertible Senior Subordinated Notes | ||
Fair Value Measurements | ||
Interest rate (as a percent) | 1.75% | 1.75% |
Face value | $ 325,000 | $ 325,000 |
Amount before unaccreted debt discount and unamortized debt issuance costs | 325,000 | |
Convertible Senior Subordinated Notes | Carrying Value | ||
Fair Value Measurements | ||
Debt instrument | 220,189 | |
Convertible Senior Subordinated Notes | Fair Value | ||
Fair Value Measurements | ||
Debt instrument | $ 328,656 |
Commitments and Contingencies -
Commitments and Contingencies - Letter of Credit (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
2015 Revolving Line | ||
Letter of Credit | ||
Letter of credit outstanding | $ 300 | $ 300 |