Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 21, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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 | 23,020,886 | |
Entity Central Index Key | 0001651561 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 38,134 | $ 42,478 |
Restricted cash | 3,763 | 4,103 |
Accounts receivable, net of allowance of $422 and $386, respectively | 36,237 | 29,123 |
Inventories | 5,135 | 3,700 |
Prepaid expenses | 4,615 | 4,299 |
Other current assets | 5,780 | 10,835 |
Total current assets | 93,664 | 94,538 |
Property and equipment, net | 15,612 | 15,798 |
Operating lease right-of-use assets | 23,260 | 22,100 |
Software development costs, net | 20,906 | 18,501 |
Goodwill | 150,760 | 150,760 |
Intangible assets, net | 182,591 | 189,413 |
Other assets | 1,058 | 1,281 |
Total assets | 487,851 | 492,391 |
Current liabilities: | ||
Current portion of long-term debt and finance leases, net | 10 | 125 |
Current operating lease liabilities | 4,635 | 4,350 |
Accounts payable | 10,354 | 8,622 |
Accrued expenses and other liabilities | 25,312 | 26,906 |
Total current liabilities | 40,311 | 40,003 |
Long-term debt and finance leases, net | 229,444 | 226,294 |
Noncurrent operating lease liabilities | 21,853 | 21,017 |
Long-term acquisition-related contingent consideration | 11,500 | 10,800 |
Deferred income tax liability | 5,289 | 8,656 |
Other long-term liabilities | 53 | 73 |
Total liabilities | 308,450 | 306,843 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 23,015,781 and 22,496,999 shares issued and 22,817,540 and 22,321,310 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 2 | 2 |
Treasury stock, at cost; 198,241 and 175,689 shares at March 31, 2020 and December 31, 2019, respectively | (3,956) | (3,865) |
Additional paid-in capital | 296,726 | 288,345 |
Accumulated deficit | (113,371) | (98,934) |
Total stockholders' equity | 179,401 | 185,548 |
Total liabilities and stockholders' equity | $ 487,851 | $ 492,391 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for accounts receivable | $ 422 | $ 386 |
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 | 23,015,781 | 22,496,999 |
Common stock, shares outstanding | 22,817,540 | 22,321,310 |
Treasury stock (in shares) | 198,241 | 175,689 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 72,827 | $ 60,959 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | 48,073 | 41,668 |
Operating expenses: | ||
Research and development | 4,828 | 5,550 |
Sales and marketing | 5,540 | 4,850 |
General and administrative | 16,967 | 13,743 |
Change in fair value of acquisition-related contingent consideration expense | 700 | 1,176 |
Depreciation and amortization | 9,913 | 6,299 |
Total operating expenses | 37,948 | 31,618 |
Loss from operations | (13,194) | (12,327) |
Interest expense, net | 4,610 | 2,693 |
Loss before income taxes | (17,804) | (15,020) |
Income tax benefit | (3,367) | (4,041) |
Net loss | $ (14,437) | $ (10,979) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.68) | $ (0.54) |
Weighted average shares of common stock outstanding, basic and diluted (in shares) | 21,374,897 | 20,384,557 |
Product | ||
Revenue: | ||
Total revenue | $ 37,087 | $ 30,982 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | 27,199 | 23,475 |
Service | ||
Revenue: | ||
Total revenue | 35,740 | 29,977 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | $ 20,874 | $ 18,193 |
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, 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 effect | 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 | (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, 2019 | $ 2 | $ (3,865) | 288,345 | (98,934) | 185,548 |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 22,496,999 | (175,689) | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock awards (in shares) | 14,386 | ||||
Issuance of restricted stock (in shares) | 388,108 | ||||
Forfeitures of restricted shares (in shares) | (33,371) | ||||
Exercise of stock options | $ (91) | 1,244 | 1,153 | ||
Exercise of stock options (in shares) | 116,288 | (1,681) | |||
Share adjustment | 12,500 | ||||
Stock-based compensation expense | 7,137 | 7,137 | |||
Net loss | (14,437) | (14,437) | |||
Balance at end of period at Mar. 31, 2020 | $ 2 | $ (3,956) | $ 296,726 | $ (113,371) | $ 179,401 |
Balance at end of period (in shares) at Mar. 31, 2020 | 23,015,781 | (198,241) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (14,437) | $ (10,979) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,913 | 6,299 |
Amortization of deferred financing costs and debt discount | 3,252 | 1,575 |
Deferred taxes | (3,367) | (3,381) |
Stock-based compensation | 7,137 | 6,852 |
Change in fair value of acquisition-related contingent consideration | 700 | 1,176 |
Acquisition-related contingent consideration paid | (24,428) | |
Other noncash items | 12 | |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable, net | (7,114) | (3,258) |
Inventories | (1,435) | (117) |
Prepaid expenses and other current assets | 4,625 | (2,029) |
Other assets | 54 | (354) |
Accounts payable | 1,528 | (1,458) |
Accrued expenses and other liabilities | (1,633) | 3,464 |
Other long-term liabilities | (20) | (20) |
Net cash used in operating activities | (797) | (26,646) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (763) | (1,019) |
Software development costs | (4,228) | (2,630) |
Proceeds from repayment of note receivable | 1,000 | |
Acquisitions of businesses, net of cash acquired | (158,726) | |
Net cash used in investing activities | (4,991) | (161,375) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 1,153 | 1,037 |
Payments for debt financing costs | (9,418) | |
Repayments of line of credit | (45,000) | |
Payments of acquisition-related consideration | (18,722) | |
Repayments of long-term debt and finance leases | (49) | (276) |
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 | 1,104 | 216,871 |
Net (decrease) increase in cash and restricted cash | (4,684) | 28,850 |
Cash and restricted cash, beginning of period | 46,581 | 25,029 |
Cash and restricted cash, end of period | 41,897 | 53,879 |
Supplemental disclosure of cash flow information: | ||
Purchases of property and equipment and software development included in accounts payable and accrued expenses | 223 | 1,600 |
Cash paid for interest | 2,844 | 484 |
Cash paid for taxes | 49 | $ 4 |
Interest costs capitalized to property and equipment and software development costs | $ 64 | |
Stock issued in connection with acquisitions | 9,504 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Reconciliation of cash and restricted cash: | ||||
Cash | $ 38,134 | $ 42,478 | $ 49,598 | |
Restricted cash | 3,763 | 4,103 | 4,281 | |
Total cash and restricted cash | $ 41,897 | $ 46,581 | $ 53,879 | $ 25,029 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Tabula Rasa HealthCare, Inc. (the “Company”) focuses on optimizing drug regimens to reduce medication-related risk, specifically targeting adverse drug events, a large and growing medication therapy problem, with an estimated cost to the U.S. of more than $528 billion annually and resulting in more than 275,000 deaths per year in 2018. The Company delivers a range of technology-enabled solutions, software, and services including the largest clinical pharmacist telepharmacy network in the country, powered by our proprietary medication science technology, Medication Risk Mitigation (“MRM”) Matrix, that are targeted at value-based payment models and support both state and federal regulations. The Company serves a number of different organizations within the healthcare industry including more than 350 health plans, over 15,000 pharmacies and over 100 at-risk provider groups. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | 2. Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements 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 months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, 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 annual report on Form 10-K filed on March 2, 2020 (“2019 Form 10-K”). Effective January 1, 2020, in order to facilitate the administration, management and development of the Company’s business and minimize the burden on the Company’s tax and regulatory reporting obligations, the Company implemented a reorganization pursuant to which all of the Company’s domestic subsidiaries, other than CK Solutions, LLC, merged with and into the Company’s wholly-owned subsidiary CareKinesis, Inc., which had previously changed its legal name to TRHC OpCo, Inc., on December 20, 2019 (“CareKinesis”). As a result thereof, following such reorganization, the Company’s only directly owned subsidiary is CareKinesis, which is the parent of CK Solutions, LLC and of three DoseMe foreign subsidiaries. In conjunction with the Company’s reorganization, the Company now operates its business through two segments, CareVention HealthCare and MedWise HealthCare, effective January 1, 2020. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 16 for a discussion of the Company’s reportable segments. Risks Related to the COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this Quarterly Report on Form 10-Q. As such, it is uncertain as to the full magnitude of the impact that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation and the ramification on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak may have on the Company’s results of operations, financial condition, or liquidity for 2020. However, the Company is dependent on its workforce to sell and deliver its products and services. Developments such as social distancing and shelter in-place directives could impact the Company’s ability to deploy its workforce effectively. These same developments may affect the operations of the Company’s suppliers and customers, as their own workforces and operations are disrupted by efforts to curtail the spread of this virus. During the first quarter of 2020, the Company has not experienced any material impact to its consolidated financial statements as a result of the COVID-19 pandemic. However, the ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which it relies . Summary of Significant Accounting Policies There have been no changes to the Company's significant accounting policies described in the 2019 Form 10-K that have had a material impact on the consolidated financial statements and related notes. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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 The Company adopted ASU 2018-15 during the fourth quarter of 2019 using the prospective transition method. The adoption of ASU 2018-15 did not have a material effect on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ). |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Revenue | 3. Revenue The Company generates revenue from its CareVention HealthCare and MedWise HealthCare segments. See Note 16 for additional discussion of the Company’s reportable segments. Client contracts generally have a term of one 0 CareVention HealthCare PACE Product Revenue The Company provides medication fulfillment pharmacy services to Programs of All-Inclusive Care for the Elderly (“PACE”), and while the majority of medications are routinely filled in order to treat chronic conditions, the mix and quantity of medications can vary. Revenue from medication fulfillment services is generally billed monthly and recognized when medications are delivered and control has passed to the client. At the time of delivery, the Company has performed substantially all of its performance obligations under its client contracts and does not experience a significant level of returns or reshipments. PACE Solutions The Company provides medication safety services and health plan management services to PACE organizations, which include risk adjustment services, third party administration services, and electronic health records software. Revenue related to these services primarily consists of a fixed monthly fee assessed based on number of members served (“per member per month”) and subscription fees, which are recognized when the Company satisfies its performance obligation to stand ready to provide PACE services, which occurs when the Company’s clients have access to the PACE services. The Company generally bills for PACE services on a monthly basis. MedWise HealthCare Medication Safety Services The Company provides medication safety services, which include identification of high-risk individuals, medication regimen reviews including patient and prescriber counseling, and targeted interventions to increase adherence. Revenue related to these services primarily consists of per member per month fees and fees for each medication review and assessment completed. Revenue is recognized when the Company satisfies its performance obligation to stand ready to provide medication safety services, which occurs when the Company’s clients have access to the medication safety service and when medication reviews and assessments are completed. The Company generally bills for the medication safety services on a monthly basis. Software Subscription Disaggregation of Revenue In the following table, revenue is disaggregated by reportable segment. 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 March 31, 2020 2019 CareVention HealthCare: PACE product revenue $ 37,087 $ 30,982 PACE solutions 11,571 11,174 $ 48,658 $ 42,156 MedWise HealthCare: Medication safety services $ 14,320 $ 15,351 Software subscription 9,849 3,452 $ 24,169 $ 18,803 Total revenue $ 72,827 $ 60,959 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. Contract balances consist of contract assets and contract liabilities. Contract assets are recorded when the right to consideration for services is conditional on something other than the passage of time. Contract assets relating to unbilled receivables are transferred to accounts receivable when the right to consideration becomes unconditional. Contract assets are classified as current or non-current based on the timing of the Company’s rights to the unconditional payments. Contract assets are generally classified as current and recorded within other current assets on the Company’s consolidated balance sheets. Contract liabilities include advance customer payments and billings in excess of revenue recognized. The Company anticipates that it will satisfy most of its performance obligations associated with its contract liabilities within a year and therefore generally classifies contract liabilities in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The following table provides information about the Company’s contract assets and contract liabilities from contracts with clients as of March 31, 2020 and December 31, 2019. March 31, December 31, 2020 2019 Contract assets $ 3,526 $ 6,165 Contract liabilities 7,141 4,930 Significant changes in the contract assets and the contract liabilities balances during the period are as follows: March 31, 2020 Contract assets: Contract assets, beginning of period $ 6,165 Decreases due to cash received (3,016) Changes to the contract assets at the beginning of the period as a result of changes in estimates 159 Increases, net of reclassifications to receivables 218 Contract assets, end of period $ 3,526 Contract liabilities: Contract liabilities, beginning of period $ 4,930 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (2,618) Increases due to cash received, excluding amounts recognized as revenue during the period 4,829 Contract liabilities, end of period $ 7,141 During the three months ended March 31, 2019, the Company recognized $1,160 of revenue that was included in the December 31, 2018 contract liability balance of $1,733. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Net (Loss) Income per Share | |
Net (Loss) Income per Share | 4. Net Loss per Share Basic net loss per share is computed by dividing net loss 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 by the weighted average number of shares of common stock outstanding during the period plus the impact of dilutive securities using the treasury stock method, 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 March 31, 2020 2019 Numerator (basic and diluted): Net loss $ (14,437) $ (10,979) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 21,374,897 20,384,557 Net loss per share, basic and diluted $ (0.68) $ (0.54) The following potential common shares, presented based on amounts outstanding for the three months ended March 31, 2020 and 2019, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect. March 31, 2020 2019 Stock options to purchase common stock 2,627,493 3,041,855 Unvested restricted stock 1,314,635 1,531,785 Common stock warrants 4,646,393 4,646,393 Contingently issuable shares 63,320 20,000 8,651,841 9,240,033 Shares associated with the conversion of the convertible senior subordinated notes have been excluded from the table above. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions | |
Acquisitions | 5. 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 was a standalone entity and was a leading cloud-based patient engagement solutions company that facilitated collaboration between more than 12,000 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. The acquisition was considered an asset acquisition for tax purposes and accordingly, the goodwill and amortization of intangible assets resulting from the acquisition is deductible for tax purposes. See Note 5 set forth in the Company’s audited financial statements included as part of the 2019 Form 10-K for additional information on the PrescribeWellness acquisition. 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 statement of operations. For the three months ended March 31, 2019, service revenue DoseMe On January 2, 2019, the Company completed the acquisition of all of the outstanding share capital and options to purchase the 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, based on the financial performance of DoseMe. During the third quarter of 2019, the Company paid $8,750 in cash in full satisfaction of the contingent purchase price consideration. 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. The acquisition was considered an asset acquisition for tax purposes and accordingly, the goodwill and amortization of intangible assets resulting from the acquisition is deductible for U.S. tax purposes. See Note 5 set forth in the Company’s audited financial statements included as part of the 2019 Form 10-K for additional information on the DoseMe acquisition 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 months ended March 31, 2019, service revenue Pro forma The unaudited pro forma results presented below include the results of the aforementioned acquisitions as if they had been consummated as of January 1, 2018. 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-based 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. Three Months Ended March 31, 2019 Revenue $ 66,706 Net loss (13,831) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment. | |
Property and Equipment | 6. Property and Equipment Accumulated depreciation was $14,466 and $13,728 as of March 31, 2020 and December 31, 2019, respectively. Depreciation expense on property and equipment for the three months ended March 31, 2020 and 2019 was $1,268 and $1,008 , respectively. |
Software Development Costs
Software Development Costs | 3 Months Ended |
Mar. 31, 2020 | |
Software Development Costs | |
Software Development Costs | 7. 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 the borrowings attributable to software development. As of March 31, 2020 31, March 31, 2020 December 31, 2019 Software development costs $ 33,936 $ 29,714 Less: accumulated amortization (13,030) (11,213) Software development costs, net $ 20,906 $ 18,501 Capitalized software development costs included above not yet subject to amortization $ 3,927 $ 3,294 Amortization expense for the three months ended March 31, 2020 and 2019 was $1,823 and $624, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The Company maintained goodwill of $150,760 as of March 31, 2020 and December 31, 2019. Management has not identified any triggering events during the three months ended March 31, 2020. Intangible assets consisted of the following as of March 31, 2020 and December 31, 2019: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net March 31, 2020 Trade names 7.1 $ 11,255 $ (4,211) $ 7,044 Client relationships 12.2 128,169 (23,753) 104,416 Non-competition agreements 5.0 6,602 (2,971) 3,631 Developed technology 8.0 68,593 (18,134) 50,459 Patient database 5.0 21,700 (4,702) 16,998 Domain name 10.0 59 (16) 43 Total intangible assets $ 236,378 $ (53,787) $ 182,591 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2019 Trade names 7.1 $ 11,255 $ (3,845) $ 7,410 Client relationships 12.2 128,169 (20,977) 107,192 Non-competition agreements 5.0 6,602 (2,641) 3,961 Developed technology 8.0 68,593 (15,870) 52,723 Patient database 5.0 21,700 (3,617) 18,083 Domain name 10.0 59 (15) 44 Total intangible assets $ 236,378 $ (46,965) $ 189,413 Amortization expense for intangible assets for the three months ended March 31, 2020 and 2019 was $6,822 and $4,667, respectively. The estimated amortization expense for the remainder of 2020 and each of the next five years and thereafter is as follows: Years Ending December 31, 2020 (April 1 - December 31) $ 20,467 2021 27,185 2022 26,123 2023 24,913 2024 17,912 2025 12,042 Thereafter 53,949 Total estimated amortization expense $ 182,591 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 9. Accrued Expenses and Other Liabilities As of March 31, 2020 and December 31, 2019, accrued expenses and other liabilities consisted of the following: March 31, 2020 December 31, 2019 Employee related expenses $ 10,141 $ 12,582 Contract liability 7,087 4,857 Client funds obligations* 3,763 4,106 Contract labor 415 329 Interest 711 2,133 Professional fees 368 337 Royalties expense 128 17 Non-income taxes payable 942 898 Other expenses 1,757 1,647 Total accrued expenses and other liabilities $ 25,312 $ 26,906 *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 | 3 Months Ended |
Mar. 31, 2020 | |
Lines of Credit and Long-Term Debt | |
Lines of Credit and Long-Term Debt | 10. Lines of Credit and Long-Term Debt (a) Lines of Credit On September 6, 2017, the Company entered into an Amended and Restated Loan and Security Agreement (as subsequently amended, 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 $60,000 to be used for general corporate purposes, with a $1,000 sublimit for cash management services, letters of credit and foreign exchange transactions. The Amended and Restated 2015 Line of Credit matures on September 6, 2020. Interest on the Amended and Restated 2015 Revolving Line 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 require that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended and Restated 2015 Revolving Line 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 measured quarterly, and (iii) maintain a minimum quarterly EBITDA of at least 75% of the plan approved by the Company’s Board of Directors (“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 March 31, 2020, the Company was in compliance with all covenants related to the Amended and Restated 2015 Revolving Line, and management expects that the Company will be able to maintain compliance with its covenants. As of March 31, 2020, the Company has an outstanding letter of credit of $200 issued pursuant to the Amended and Restated 2015 Line of Credit in connection with the Company’s lease agreement for the 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. As of March 31, 2020 and December 31, 2019, there were no amounts outstanding under the Amended and Restated 2015 Revolving Line. Amounts available for borrowings under the Amended and Restated 2015 Revolving Line were $59,800 as of March 31, 2020. As of March 31, 2020, the interest rate on the Amended and Restated 2015 Revolving Line was 5.58%. No interest expense was incurred for the three months ended March 31, 2020 as there were no aggregate borrowings outstanding during the three months ended March 31, 2020. As of March 31, 2019, the interest rate on the Amended and Restated 2015 Revolving Line was 5.58% and interest expense was $351 for the three months ended March 31, 2019. In connection with the Amended and Restated 2015 Revolving Line (and all predecessor agreements prior to the amendment or the amendment and restatement thereof), the Company recorded deferred financing costs of $793. The Company is amortizing the deferred financing costs to interest expense using the effective-interest method over the term of the Amended and Restated 2015 Revolving Line and amortized $100 and $48 to interest expense for the three months ended March 31, 2020 and 2019, respectively. Deferred financing costs of $166 and $266, net of accumulated amortization, are included in other assets on the accompanying consolidated balance sheets as of March 31, 2020 and December 31, 2019, 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. Holders may convert all or any portion of their 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 shares of our common stock, cash or a combination thereof at the Company’s option. As of March 31, 2020, 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. 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 at an effective interest rate of 8.05% over the contractual term. Debt issuance costs related to the 2026 Notes of $9,372 and were allocated 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 March 31, 2020, the Company recognized $4,573 of interest expense related to the 2026 Notes, of which $1,421 was accrued and $3,152 was non-cash accretion of the debt discounts recorded. During the three months ended March 31, 2019, the Company recognized $2,269 of interest expense related to the 2026 Notes, of which $743 was accrued and $1,527 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 2026 Notes are within one year of maturity. The 2026 Notes have a carrying value of $229,442 as of March 31, 2020. Accrued interest payable on the 2026 Notes of $711 as of March 31, 2020 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 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 March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (95,558) (98,709) Convertible senior subordinated notes, net 229,442 226,291 Finance leases 12 128 Total long-term debt and finance leases, net 229,454 226,419 Less current portion, net (10) (125) Total long-term debt and finance leases, less current portion, net $ 229,444 $ 226,294 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | 11. Income Taxes For the three months ended March 31, 2020, the Company recorded an income tax benefit of $3,367, which resulted in an effective tax rate of 18.9%. The tax benefit primarily consists of $3,031 based on the estimated effective tax rate for the full year and $336 of windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions and exercising of nonqualified stock options during the period. For the three months ended March 31, 2019, the Company recorded an income tax benefit of $4,041, which resulted in an effective tax rate of 26.9%. The tax benefit primarily consists of $2,200 based on the estimated effective tax rate for the full year and $1,061 of windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions and exercising of nonqualified stock options during the period. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 12. Stockholders' Equity In connection with the offering of the 2026 Notes, the Company issued warrants |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 13. Stock-Based Compensation In September 2016, the Company adopted the 2016 Equity Compensation Plan ( Restricted Common Stock The following table summarizes the restricted stock award activity under the 2016 Plan for the three months ended March 31, 2020: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2019 1,213,581 $ 37.69 Granted 388,108 67.91 Vested (253,683) 45.23 Forfeited (33,371) 54.96 Outstanding at March 31, 2020 1,314,635 $ 44.72 For the three months ended March 31, 2020 and 2019, $4,139 and $2,725 of expense was recognized related to restricted stock awards, respectively. As of March 31, 2020, there was unrecognized compensation expense of $50,368 related to non-vested restricted stock awards under the 2016 Plan, which is expected to be recognized over a weighted average period of 3.15 years. Performance-Based Stock Award On August 6, 2018, the Board approved the grant of a performance-based stock award to a consultant pursuant to the 2016 Plan. The award provided that 50,000 shares of common stock would be issued based on the achievement of certain milestones. The award had a grant-date fair value of $61.85 per share based on the Company’s closing stock price on the grant date. Compensation cost was recognized over the service period based on management’s determination that it was probable that the milestones would be achieved. As of December 31, 2019, all milestones were achieved and there was no unrecognized compensation expense related to the performance-based stock award. During the three months ended March 31, 2020, the Company issued 5,000 shares of common stock related to this award for the achievement of the final milestone. For the three months ended March 31, 2019, the Company recorded $915 of expense related to performance-based stock award. Other Stock Awards During the first quarter of 2020, the Board approved the grant of stock awards to select employees pursuant to the 2016 Plan. The awards provided for the issuance of 9,386 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $52.29 per share. For the three months ended March 31, 2020, the Company recorded $491 of expense related to these stock awards. During the first quarter of 2019, the Board approved the grant of stock awards to select employees and a non-employee director pursuant to the 2016 Plan. The awards provide for the issuance of 9,547 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $56.31 per share. For the three months ended March 31, 2019, the Company recorded $538 of expense related to these stock awards. Stock Options The Company recorded $2,507 and $2,674 of stock-based compensation expense related to employee and non-employee stock options for the three months ended March 31, 2020 and 2019, 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 volatilities 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 three months ended March 31, 2020 and 2019: Three Months Ended March 31, Valuation assumptions: 2020 2019 Expected volatility 56.10 % 69.70 % Expected term (years) 5.25 6.02 Risk-free interest rate 1.22 % 2.50 % Dividend yield — — The weighted average grant date fair value of employee options granted during the three months ended March 31, 2020 and 2019 was $33.78 and $34.98 per share, respectively. The following table summarizes stock option activity under the 2016 Plan for the three months ended March 31, 2020: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2019 2,755,343 $ 25.10 Granted 5,000 68.10 Exercised (117,755) 11.09 Forfeited (15,095) 49.88 Outstanding at March 31, 2020 2,627,493 $ 25.66 6.7 $ 73,345 Options vested and expected to vest at March 31, 2020 2,627,493 $ 25.66 6.7 $ 73,345 Exercisable at March 31, 2020 1,703,465 $ 17.11 5.9 $ 60,994 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 three months ended March 31, 2020 and 2019 was $4,581 and $3,971, respectively. As of March 31, 2020, there was $22,007 of total unrecognized compensation cost related to nonvested stock options granted under the 2016 Plan, which is expected to be recognized over a weighted average period of 2.5 years. Cash received from option exercises for the three months ended March 31, 2020 and 2019 was $1,153 and $1,037, respectively. The Company recorded total stock-based compensation expense for the three months ended March 31, 2020 and 2019 in the following expense categories of its consolidated statements of operations: Three Months Ended March 31, 2020 2019 Cost of revenue - product $ 182 $ 309 Cost of revenue - service 763 984 Research and development 1,409 2,282 Sales and marketing 528 987 General and administrative 4,255 2,290 Total stock-based compensation expense $ 7,137 $ 6,852 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 14. 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, which includes the Company’s convertible senior subordinated notes and finance leases. 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. 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 March 31, 2020 and December 31, 2019 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 March 31, 2020 Liabilities Acquisition-related contingent consideration - long-term $ — $ — $ 11,500 $ 11,500 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2019 Liabilities Acquisition-related contingent consideration - long-term $ — $ — $ 10,800 $ 10,800 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 Cognify business, additional consideration may be payable by the Company based on a multiple of the excess of certain PACE solutions’ 2021 revenues and Adjusted EBITDA over their 2018 revenues and Adjusted EBITDA, as defined in the stock purchase agreement. 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 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 months ended March 31, 2020 and 2019, the Company recorded a $700 and $900 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 $11,500 and $10,800 as of March 31, 2020 and December 31, 2019, respectively. The final amount of the contingent consideration liability will be fixed as of December 31, 2021. The maximum contingent consideration amount that could be earned under the stock purchase agreement is $14,000. The changes in fair value of the Company’s acquisition-related contingent consideration for the three months ended March 31, 2020 were as follows: Balance at December 31, 2019 $ 10,800 Adjustments to fair value measurement 700 Balance at March 31, 2020 $ 11,500 The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of March 31, 2020: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 (the "2026 Notes") $ 325,000 $ 229,442 $ 322,667 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 10, 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 | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. 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, are expected to have a material adverse impact on the Company. (b) Vendor Purchase Agreements In May 2016, the Company signed a prime vendor agreement with AmerisourceBergen Drug Corporation (“AmerisourceBergen”), which required a monthly minimum purchase obligation of approximately $1,750. This agreement was effective May 1, 2016 with a three-year term expiring April 2019. The agreement was not renewed upon expiration in April 2019, but the Company continues to purchase from AmerisourceBergen from time to time on a purchase order basis. Pursuant to the terms of a security agreement entered into in connection with the prime vendor agreement, which still remains in place, 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. (“Thrifty Drug Agreements”) to replace the prime vendor agreement with AmerisourceBergen. Pursuant to the terms of the Thrifty Drug Agreements, which are in effect 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 March 31, 2020, the Company had $3,559 due to AmerisourceBergen and Thrifty Drug Stores as a result of prescription drug purchases. As of December 31, 2019, the Company had $2,465 due to AmerisourceBergen and Thrifty Drug Stores as a result of prescription drug purchases. In December 2019, the Company entered into an updated agreement with its data aggregation partner related to the Company’s pharmacy cost management services. The agreement is effective January 1, 2020 with a three-year term expiring December 31, 2022 and commits the Company to a monthly minimum purchase obligation of $30. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting | |
Segment Reporting | 16. Segment Reporting The Company operates its business through two segments. The Company's chief operating decision maker (“CODM”), the Chief Executive Officer, allocates resources and assesses performance based upon financial information at the reportable segment level. Substantially all revenues are generated and substantially all tangible assets are held in the U.S. The Company classifies its operations into two reportable segments as follows: CareVention HealthCare provides services to PACE organizations, including medication fulfillment pharmacy services, and PACE solutions, such as medication safety services and health plan management services. MedWise HealthCare provides services to health plans, pharmacies, and healthcare providers, including medication safety services and software subscription solutions, . Shared services primarily consist of unallocated corporate sales and marketing expenses and general and administrative expenses associated with the management and administration of the Company’s business objectives. The CODM uses revenue in accordance with U.S. GAAP and Adjusted EBITDA as the relevant segment performance measures to evaluate the performance of the segments and allocate resources. Adjusted EBITDA is a segment performance financial measure that offers a useful view of the overall operation of the Company’s businesses and may be different than similarly-titled segment performance financial measures used by other companies. Adjusted EBITDA is defined as net income (loss) plus certain other expenses, which includes interest expense, provision (benefit) for income tax, depreciation and amortization, change in fair value of acquisition-related contingent consideration expense (income), acquisition-related expense and stock-based compensation related expense. The Company Management considers revenue and Adjusted EBITDA to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as they eliminate the effect of items which are not indicative of each segment's core operating performance. The following tables present the Company’s segment information: CareVention HealthCare MedWise HealthCare Consolidated Revenue: Three Months Ended March 31, 2020 Product revenue 37,087 — 37,087 Service revenue PACE solutions 11,571 — 11,571 Medication safety services — 14,320 14,320 Software subscription — 9,849 9,849 Total service revenue 11,571 24,169 35,740 Total revenue $ 48,658 $ 24,169 $ 72,827 Three Months Ended March 31, 2019 Product revenue 30,982 — 30,982 Service revenue PACE solutions 11,174 — 11,174 Medication safety services — 15,351 15,351 Software subscription — 3,452 3,452 Total service revenue 11,174 18,803 29,977 Total revenue $ 42,156 $ 18,803 $ 60,959 CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Three Months Ended March 31, 2020 Adjusted EBITDA (loss) $ 11,748 $ 2,831 $ (9,772) $ 4,807 Three Months Ended March 31, 2019 Adjusted EBITDA (loss) $ 10,620 $ 1,648 $ (6,577) $ 5,691 The following table presents the Company’s reconciliation of the segments’ total Adjusted EBITDA to net loss as presented in the consolidated statements of operations: Three Months Ended March 31, 2020 2019 Reconciliation of net loss to Adjusted EBITDA Net loss $ (14,437) $ (10,979) Add: Interest expense, net 4,610 2,693 Income tax benefit (3,367) (4,041) Depreciation and amortization 9,913 6,299 Change in fair value of acquisition-related contingent consideration expense 700 1,176 Acquisition-related expense 251 3,691 Stock-based compensation expense 7,137 6,852 Adjusted EBITDA $ 4,807 $ 5,691 Asset information by segment is not a key measure of performance used by the CODM. Accordingly, the Company has not disclosed asset information by segment. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Basis of Presentation | 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 months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, 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 annual report on Form 10-K filed on March 2, 2020 (“2019 Form 10-K”). Effective January 1, 2020, in order to facilitate the administration, management and development of the Company’s business and minimize the burden on the Company’s tax and regulatory reporting obligations, the Company implemented a reorganization pursuant to which all of the Company’s domestic subsidiaries, other than CK Solutions, LLC, merged with and into the Company’s wholly-owned subsidiary CareKinesis, Inc., which had previously changed its legal name to TRHC OpCo, Inc., on December 20, 2019 (“CareKinesis”). As a result thereof, following such reorganization, the Company’s only directly owned subsidiary is CareKinesis, which is the parent of CK Solutions, LLC and of three DoseMe foreign subsidiaries. In conjunction with the Company’s reorganization, the Company now operates its business through two segments, CareVention HealthCare and MedWise HealthCare, effective January 1, 2020. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 16 for a discussion of the Company’s reportable segments. Risks Related to the COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this Quarterly Report on Form 10-Q. As such, it is uncertain as to the full magnitude of the impact that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation and the ramification on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak may have on the Company’s results of operations, financial condition, or liquidity for 2020. However, the Company is dependent on its workforce to sell and deliver its products and services. Developments such as social distancing and shelter in-place directives could impact the Company’s ability to deploy its workforce effectively. These same developments may affect the operations of the Company’s suppliers and customers, as their own workforces and operations are disrupted by efforts to curtail the spread of this virus. During the first quarter of 2020, the Company has not experienced any material impact to its consolidated financial statements as a result of the COVID-19 pandemic. However, the ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which it relies . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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 The Company adopted ASU 2018-15 during the fourth quarter of 2019 using the prospective transition method. The adoption of ASU 2018-15 did not have a material effect on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ). |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended March 31, 2020 2019 CareVention HealthCare: PACE product revenue $ 37,087 $ 30,982 PACE solutions 11,571 11,174 $ 48,658 $ 42,156 MedWise HealthCare: Medication safety services $ 14,320 $ 15,351 Software subscription 9,849 3,452 $ 24,169 $ 18,803 Total revenue $ 72,827 $ 60,959 |
Schedule of contract assets and contract liabilities from contracts with customers | March 31, December 31, 2020 2019 Contract assets $ 3,526 $ 6,165 Contract liabilities 7,141 4,930 |
Schedule of significant changes in the contract assets and the contract liabilities balances | March 31, 2020 Contract assets: Contract assets, beginning of period $ 6,165 Decreases due to cash received (3,016) Changes to the contract assets at the beginning of the period as a result of changes in estimates 159 Increases, net of reclassifications to receivables 218 Contract assets, end of period $ 3,526 Contract liabilities: Contract liabilities, beginning of period $ 4,930 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (2,618) Increases due to cash received, excluding amounts recognized as revenue during the period 4,829 Contract liabilities, end of period $ 7,141 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Net (Loss) Income per Share | |
Schedule of calculation of basic and diluted net (loss) income per share | Three Months Ended March 31, 2020 2019 Numerator (basic and diluted): Net loss $ (14,437) $ (10,979) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 21,374,897 20,384,557 Net loss per share, basic and diluted $ (0.68) $ (0.54) |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | March 31, 2020 2019 Stock options to purchase common stock 2,627,493 3,041,855 Unvested restricted stock 1,314,635 1,531,785 Common stock warrants 4,646,393 4,646,393 Contingently issuable shares 63,320 20,000 8,651,841 9,240,033 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions | |
Schedule of proforma results | Three Months Ended March 31, 2019 Revenue $ 66,706 Net loss (13,831) |
Software Development Costs (Tab
Software Development Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Software Development Costs | |
Schedule of capitalized software costs | March 31, 2020 December 31, 2019 Software development costs $ 33,936 $ 29,714 Less: accumulated amortization (13,030) (11,213) Software development costs, net $ 20,906 $ 18,501 Capitalized software development costs included above not yet subject to amortization $ 3,927 $ 3,294 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net March 31, 2020 Trade names 7.1 $ 11,255 $ (4,211) $ 7,044 Client relationships 12.2 128,169 (23,753) 104,416 Non-competition agreements 5.0 6,602 (2,971) 3,631 Developed technology 8.0 68,593 (18,134) 50,459 Patient database 5.0 21,700 (4,702) 16,998 Domain name 10.0 59 (16) 43 Total intangible assets $ 236,378 $ (53,787) $ 182,591 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2019 Trade names 7.1 $ 11,255 $ (3,845) $ 7,410 Client relationships 12.2 128,169 (20,977) 107,192 Non-competition agreements 5.0 6,602 (2,641) 3,961 Developed technology 8.0 68,593 (15,870) 52,723 Patient database 5.0 21,700 (3,617) 18,083 Domain name 10.0 59 (15) 44 Total intangible assets $ 236,378 $ (46,965) $ 189,413 |
Schedule of estimated amortization expense | Years Ending December 31, 2020 (April 1 - December 31) $ 20,467 2021 27,185 2022 26,123 2023 24,913 2024 17,912 2025 12,042 Thereafter 53,949 Total estimated amortization expense $ 182,591 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | March 31, 2020 December 31, 2019 Employee related expenses $ 10,141 $ 12,582 Contract liability 7,087 4,857 Client funds obligations* 3,763 4,106 Contract labor 415 329 Interest 711 2,133 Professional fees 368 337 Royalties expense 128 17 Non-income taxes payable 942 898 Other expenses 1,757 1,647 Total accrued expenses and other liabilities $ 25,312 $ 26,906 |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | March 31, 2020 December 31, 2019 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (95,558) (98,709) Convertible senior subordinated notes, net 229,442 226,291 Finance leases 12 128 Total long-term debt and finance leases, net 229,454 226,419 Less current portion, net (10) (125) Total long-term debt and finance leases, less current portion, net $ 229,444 $ 226,294 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2019 1,213,581 $ 37.69 Granted 388,108 67.91 Vested (253,683) 45.23 Forfeited (33,371) 54.96 Outstanding at March 31, 2020 1,314,635 $ 44.72 |
Schedule of weighted average assumptions for employee grants | Three Months Ended March 31, Valuation assumptions: 2020 2019 Expected volatility 56.10 % 69.70 % Expected term (years) 5.25 6.02 Risk-free interest rate 1.22 % 2.50 % 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, 2019 2,755,343 $ 25.10 Granted 5,000 68.10 Exercised (117,755) 11.09 Forfeited (15,095) 49.88 Outstanding at March 31, 2020 2,627,493 $ 25.66 6.7 $ 73,345 Options vested and expected to vest at March 31, 2020 2,627,493 $ 25.66 6.7 $ 73,345 Exercisable at March 31, 2020 1,703,465 $ 17.11 5.9 $ 60,994 |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended March 31, 2020 2019 Cost of revenue - product $ 182 $ 309 Cost of revenue - service 763 984 Research and development 1,409 2,282 Sales and marketing 528 987 General and administrative 4,255 2,290 Total stock-based compensation expense $ 7,137 $ 6,852 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 Liabilities Acquisition-related contingent consideration - long-term $ — $ — $ 11,500 $ 11,500 Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2019 Liabilities Acquisition-related contingent consideration - long-term $ — $ — $ 10,800 $ 10,800 |
Schedule of reconciliation of liability measured at fair value on recurring basis using significant unobservable inputs (Level 3) | Balance at December 31, 2019 $ 10,800 Adjustments to fair value measurement 700 Balance at March 31, 2020 $ 11,500 |
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 $ 229,442 $ 322,667 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting | |
Schedule of reportable operating segment information | CareVention HealthCare MedWise HealthCare Consolidated Revenue: Three Months Ended March 31, 2020 Product revenue 37,087 — 37,087 Service revenue PACE solutions 11,571 — 11,571 Medication safety services — 14,320 14,320 Software subscription — 9,849 9,849 Total service revenue 11,571 24,169 35,740 Total revenue $ 48,658 $ 24,169 $ 72,827 Three Months Ended March 31, 2019 Product revenue 30,982 — 30,982 Service revenue PACE solutions 11,174 — 11,174 Medication safety services — 15,351 15,351 Software subscription — 3,452 3,452 Total service revenue 11,174 18,803 29,977 Total revenue $ 42,156 $ 18,803 $ 60,959 CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Three Months Ended March 31, 2020 Adjusted EBITDA (loss) $ 11,748 $ 2,831 $ (9,772) $ 4,807 Three Months Ended March 31, 2019 Adjusted EBITDA (loss) $ 10,620 $ 1,648 $ (6,577) $ 5,691 |
Schedule of reconciliation of the segments? total Adjusted EBITDA to net loss | Three Months Ended March 31, 2020 2019 Reconciliation of net loss to Adjusted EBITDA Net loss $ (14,437) $ (10,979) Add: Interest expense, net 4,610 2,693 Income tax benefit (3,367) (4,041) Depreciation and amortization 9,913 6,299 Change in fair value of acquisition-related contingent consideration expense 700 1,176 Acquisition-related expense 251 3,691 Stock-based compensation expense 7,137 6,852 Adjusted EBITDA $ 4,807 $ 5,691 |
Nature of Business (Details)
Nature of Business (Details) - Minimum individual in Thousands, $ in Billions | 3 Months Ended |
Mar. 31, 2020USD ($)individualcustomer | |
Nature of Business | |
Estimated U.S. annual cost for adverse drug events | $ | $ 528 |
Estimated annual deaths in U.S. due to adverse drug events | individual | 275 |
Health plans | |
Nature of Business | |
Number of organizations served | 350 |
Pharmacies | |
Nature of Business | |
Number of organizations served | 15,000 |
At-risk provider-based groups | |
Nature of Business | |
Number of organizations served | 100 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2020segmentsubsidiary | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Number of foreign subsidiaries | subsidiary | 3 |
Number of operating segment | segment | 2 |
Revenue - General (Details)
Revenue - General (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of revenue | ||
Total revenue | $ 72,827 | $ 60,959 |
Product | ||
Disaggregation of revenue | ||
Total revenue | 37,087 | 30,982 |
Service | ||
Disaggregation of revenue | ||
Total revenue | 35,740 | 29,977 |
PACE solutions | ||
Disaggregation of revenue | ||
Total revenue | 11,571 | 11,174 |
Medication safety services | ||
Disaggregation of revenue | ||
Total revenue | 14,320 | 15,351 |
Software subscription | ||
Disaggregation of revenue | ||
Total revenue | 9,849 | 3,452 |
MedWise HealthCare | ||
Disaggregation of revenue | ||
Total revenue | 24,169 | 18,803 |
MedWise HealthCare | Service | ||
Disaggregation of revenue | ||
Total revenue | 24,169 | 18,803 |
MedWise HealthCare | Medication safety services | ||
Disaggregation of revenue | ||
Total revenue | 14,320 | 15,351 |
MedWise HealthCare | Software subscription | ||
Disaggregation of revenue | ||
Total revenue | 9,849 | 3,452 |
CareVention HealthCare | ||
Disaggregation of revenue | ||
Total revenue | 48,658 | 42,156 |
CareVention HealthCare | Product | ||
Disaggregation of revenue | ||
Total revenue | 37,087 | 30,982 |
CareVention HealthCare | PACE product revenue | ||
Disaggregation of revenue | ||
Total revenue | 37,087 | 30,982 |
CareVention HealthCare | Service | ||
Disaggregation of revenue | ||
Total revenue | 11,571 | 11,174 |
CareVention HealthCare | PACE solutions | ||
Disaggregation of revenue | ||
Total revenue | $ 11,571 | $ 11,174 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Contract Balances | |||
Contract assets | $ 3,526 | $ 6,165 | |
Contract liabilities | $ 7,141 | $ 4,930 | $ 1,733 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contract assets: | ||
Contract assets, beginning of period | $ 6,165 | |
Decreases due to cash received | (3,016) | |
Changes to the contract assets at the beginning of the period as a result of changes in estimates | 159 | |
Increases, net of reclassifications to receivables | 218 | |
Contract assets, end of period | 3,526 | |
Contract liabilities: | ||
Contract liabilities, beginning of period | 4,930 | $ 1,733 |
Revenue recognized that was included in the contract liabilities balance at the beginning of the period | (2,618) | $ (1,160) |
Increases due to cash received, excluding amounts recognized as revenue during the year | 4,829 | |
Contract liabilities, end of period | $ 7,141 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator (basic and diluted): | ||
Net loss, basic | $ (14,437) | $ (10,979) |
Net loss, diluted | $ (14,437) | $ (10,979) |
Denominator (basic and diluted): | ||
Weighted average shares of common stock outstanding, basic and diluted (in shares) | 21,374,897 | 20,384,557 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.68) | $ (0.54) |
Net (Loss) Income per Share - A
Net (Loss) Income per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | 8,651,841 | 9,240,033 |
Stock options | ||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||
Amount of antidilutive securities excluded from computation of earnings per share | 2,627,493 | 3,041,855 |
Restricted stock | ||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | ||
Amount of antidilutive securities excluded from computation of earnings per share | 1,314,635 | 1,531,785 |
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 | 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 | 63,320 | 20,000 |
Acquisitions - Prescribe Wellne
Acquisitions - Prescribe Wellness (Details) $ in Thousands | Mar. 05, 2019USD ($)company | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Acquisition | |||
Total revenue | $ 72,827 | $ 60,959 | |
Net loss | (14,437) | (10,979) | |
Amortization expense | $ 6,822 | 4,667 | |
Prescribe Wellness | |||
Acquisition | |||
Cash consideration | $ 150,000 | ||
Total revenue | $ 2,191 | ||
Revenue from Contract with Customer, Product and Service | us-gaap:ServiceMember | ||
Reduction to revenue recorded due to purchase accounting effects of recording deferred revenue at fair value | $ (203) | ||
Net loss | (871) | ||
Amortization expense | $ 874 | ||
Prescribe Wellness | Minimum | |||
Acquisition | |||
Number of pharmacies with which acquiree facilitates collaboration | company | 12,000 |
Acquisitions - DoseMe (Details)
Acquisitions - DoseMe (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 |
Acquisition | ||||
Total revenue | $ 72,827 | $ 60,959 | ||
Net loss | (14,437) | (10,979) | ||
Amortization expense | $ 6,822 | 4,667 | ||
DoseMe | ||||
Acquisition | ||||
Issuance of common stock (in shares) | 149,053 | |||
Cash payment for acquisition-related contingent consideration | $ 8,750 | |||
Total revenue | $ 66 | |||
Revenue from Contract with Customer, Product and Service | us-gaap:ServiceMember | |||
Net loss | $ (1,226) | |||
Amortization expense | $ 25 | |||
DoseMe | Maximum | ||||
Acquisition | ||||
Cash consideration | $ 10,000 |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Acquisitions | |
Revenue | $ 66,706 |
Net loss | $ (13,831) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property and Equipment. | |||
Accumulated depreciation | $ 14,466 | $ 13,728 | |
Depreciation | $ 1,268 | $ 1,008 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Software Development Costs | |||
Software development costs | $ 33,936 | $ 29,714 | |
Less: accumulated amortization | (13,030) | (11,213) | |
Software development costs, net | 20,906 | 18,501 | |
Capitalized software development costs included above not yet subject to amortization | 3,927 | $ 3,294 | |
Amortization expense | $ 1,823 | $ 624 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and related changes | ||
Goodwill | $ 150,760 | $ 150,760 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Intangible Assets | |||
Gross Value | $ 236,378 | $ 236,378 | |
Accumulated Amortization | (53,787) | (46,965) | |
Intangible Assets, net | 182,591 | $ 189,413 | |
Amortization expense | $ 6,822 | $ 4,667 | |
Trade name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 7 years 1 month 6 days | 7 years 1 month 6 days | |
Gross Value | $ 11,255 | $ 11,255 | |
Accumulated Amortization | (4,211) | (3,845) | |
Intangible Assets, net | $ 7,044 | $ 7,410 | |
Client relationships | |||
Intangible Assets | |||
Weighted Average Amortization Period | 12 years 2 months 12 days | 12 years 2 months 12 days | |
Gross Value | $ 128,169 | $ 128,169 | |
Accumulated Amortization | (23,753) | (20,977) | |
Intangible Assets, net | $ 104,416 | $ 107,192 | |
Non-competition agreement | |||
Intangible Assets | |||
Weighted Average Amortization Period | 5 years | 5 years | |
Gross Value | $ 6,602 | $ 6,602 | |
Accumulated Amortization | (2,971) | (2,641) | |
Intangible Assets, net | $ 3,631 | $ 3,961 | |
Developed technology | |||
Intangible Assets | |||
Weighted Average Amortization Period | 8 years | 8 years | |
Gross Value | $ 68,593 | $ 68,593 | |
Accumulated Amortization | (18,134) | (15,870) | |
Intangible Assets, net | $ 50,459 | $ 52,723 | |
Patient database | |||
Intangible Assets | |||
Weighted Average Amortization Period | 5 years | 5 years | |
Gross Value | $ 21,700 | $ 21,700 | |
Accumulated Amortization | (4,702) | (3,617) | |
Intangible Assets, net | $ 16,998 | $ 18,083 | |
Domain name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 10 years | 10 years | |
Gross Value | $ 59 | $ 59 | |
Accumulated Amortization | (16) | (15) | |
Intangible Assets, net | $ 43 | $ 44 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Estimated amortization expense | ||
2020 (April 1 - December 31) | $ 20,467 | |
2021 | 27,185 | |
2022 | 26,123 | |
2023 | 24,913 | |
2024 | 17,912 | |
2025 | 12,042 | |
Thereafter | 53,949 | |
Total estimated amortization expense | $ 182,591 | $ 189,413 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 10,141 | $ 12,582 |
Contract liability | 7,087 | 4,857 |
Client funds obligations | 3,763 | 4,106 |
Contract labor | 415 | 329 |
Interest | 711 | 2,133 |
Professional fees | 368 | 337 |
Royalties expense | 128 | 17 |
Non-income taxes payable | 942 | 898 |
Other expenses | 1,757 | 1,647 |
Total accrued expenses and other liabilities | $ 25,312 | $ 26,906 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - 2015 Revolving Line $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 06, 2017USD ($) | |
Lines of Credit | ||||
Maximum borrowing capacity | $ 60,000 | |||
Sublimit of loan | $ 1,000 | |||
Unrestricted cash and unused availability balance | $ 1,500 | |||
Number of trailing months | item | 12 | |||
Letter of credit outstanding | $ 200 | |||
Aggregate borrowings outstanding | 0 | $ 0 | ||
Amounts available for borrowings | $ 59,800 | |||
Interest rate (as a percent) | 5.58% | 5.58% | ||
Interest expense | $ 0 | $ 351 | ||
Aggregate borrowings outstanding during the period | 0 | |||
Deferred financing costs | 793 | |||
Amortization of deferred financing costs to interest expense | 100 | $ 48 | ||
Deferred financing costs | $ 166 | $ 266 | ||
Prime Rate | ||||
Lines of Credit | ||||
Floor rate (as a percent) | 3.50% | |||
Minimum | ||||
Lines of Credit | ||||
Minimum EBITDA (as a percent) | 75.00% | |||
Minimum | Prime Rate | ||||
Lines of Credit | ||||
Spread on variable rate (as a percent) | (0.25%) | |||
Maximum | ||||
Lines of Credit | ||||
Leverage ratio | 2.50 | |||
Maximum capital expenditure | $ 5,000 | |||
Maximum | Prime Rate | ||||
Lines of Credit | ||||
Spread on variable rate (as a percent) | 0.25% |
Lines of Credit and Long-Term_4
Lines of Credit and Long-Term Debt - Convertible Senior Subordinated Notes (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2019USD ($)$ / shares | Mar. 31, 2020USD ($)D | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Lines of Credit and Long-Term Debt | ||||
Cash paid for interest | $ 2,844 | $ 484 | ||
Long term debt, net | 229,442 | $ 226,291 | ||
Accrued interest payable | 711 | $ 2,133 | ||
Convertible Senior Subordinated Notes | ||||
Lines of Credit and Long-Term Debt | ||||
Aggregate borrowings | $ 325,000 | $ 325,000 | ||
Interest rate (as a percent) | 1.75% | 1.75% | ||
Initial conversion rate | 0.0142966 | |||
Initial conversion price | $ / shares | $ 69.95 | |||
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 | $ 9,372 | |||
Issuance costs attributable to the liability component | $ 6,405 | |||
Interest expense | $ 4,573 | 2,269 | ||
Increase in accrued interest | 1,421 | 743 | ||
Non-cash accretion of the debt discounts | 3,152 | $ 1,527 | ||
Long term debt, net | 229,442 | |||
Accrued interest payable | $ 711 | |||
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 | |||
Principal amount | $ 1 | |||
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 | Mar. 31, 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 | Mar. 31, 2020 | Dec. 31, 2019 |
Capital Lease Obligations | ||
Long term debt, gross | $ 325,000 | $ 325,000 |
Unamortized discount, including debt issuance costs, on convertible senior subordinated notes | (95,558) | (98,709) |
Long term debt, net | 229,442 | 226,291 |
Finance leases | 12 | 128 |
Total long-term debt and finance leases, net | 229,454 | 226,419 |
Less current portion, net | (10) | (125) |
Long-term debt and finance leases, net | $ 229,444 | $ 226,294 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes | ||
Income tax benefit | $ (3,367) | $ (4,041) |
Effective tax rate (as a percent) | 18.90% | 26.90% |
Tax benefit based on estimated effective tax rate for the full year | $ 3,031 | $ 2,200 |
Income tax benefit, Tax windfall | $ 336 | $ (1,061) |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - Convertible note warrant - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | 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) - 2016 Plan - shares | Jan. 02, 2019 | Sep. 30, 2016 | Mar. 31, 2020 |
Stock-Based Compensation | |||
Automatic increase on share reserve (as a percent) | 5.00% | ||
Additional shares authorized | 1,116,065 | ||
Available for future grant (in shares) | 1,139,858 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Weighted average grant date fair value | ||
Total stock-based compensation expense (in dollars) | $ 7,137 | $ 6,852 |
Restricted stock | ||
Number of shares | ||
Outstanding at beginning of period (in shares) | 1,213,581 | |
Granted (in shares) | 388,108 | |
Vested (in shares) | (253,683) | |
Forfeited (in shares) | (33,371) | |
Outstanding at end of period (in shares) | 1,314,635 | |
Weighted average grant date fair value | ||
Outstanding at beginning of period (in dollars per share) | $ 37.69 | |
Granted (in dollars per share) | 67.91 | |
Vested (in dollars per share) | 45.23 | |
Forfeited (in dollars per share) | 54.96 | |
Outstanding at end of period (in dollars per share | $ 44.72 | |
Total stock-based compensation expense (in dollars) | $ 4,139 | $ 2,725 |
Unrecognized compensation expense (in dollars) | $ 50,368 | |
Weighted average period expected to be recognized | 3 years 1 month 24 days |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Stock Award (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Stock-Based Compensation | ||||
Stock- based stock awards expense | $ 7,137 | $ 6,852 | ||
Performance Based Stock Award | ||||
Stock-Based Compensation | ||||
Granted (in shares) | 50,000 | 5,000 | ||
Weighted average grant-date fair value (in dollars per share) | $ 61.85 | |||
Stock- based stock awards expense | $ 915 | |||
Unrecognized compensation expense (in dollars) | $ 0 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-Based Compensation | ||
Total stock-based compensation expense (in dollars) | $ 7,137 | $ 6,852 |
Other stock awards | ||
Stock-Based Compensation | ||
Granted (in shares) | 9,386 | 9,547 |
Weighted average grant-date fair value (in dollars per share) | $ 52.29 | $ 56.31 |
Total stock-based compensation expense (in dollars) | $ 491 | $ 538 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-Based Compensation | ||
Total stock-based compensation expense (in dollars) | $ 7,137 | $ 6,852 |
Stock options | ||
Stock-Based Compensation | ||
Total stock-based compensation expense (in dollars) | $ 2,507 | $ 2,674 |
Valuation assumptions: | ||
Expected volatility (as a percent) | 56.10% | 69.70% |
Expected term (years) | 5 years 3 months | 6 years 7 days |
Risk-free interest rate (as a percent) | 1.22% | 2.50% |
Weighted average grant-date fair value (in dollars per share) | $ 33.78 | $ 34.98 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 2,755,343 | |
Granted (in shares) | 5,000 | |
Exercised (in shares) | (117,755) | |
Forfeited (in shares) | (15,095) | |
Outstanding at end of the period (in shares) | 2,627,493 | |
Options vested and expected to vest at end of the period (in shares) | 2,627,493 | |
Exercisable at end of period (in shares) | 1,703,465 | |
Weighted average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 25.10 | |
Granted (in dollars per share) | 68.10 | |
Exercised (in dollars per share) | 11.09 | |
Forfeited (in dollars per share) | 49.88 | |
Outstanding at end of period (in dollars per share) | 25.66 | |
Options vested and expected to vest at end of period (in dollars per share) | 25.66 | |
Exercisable at end of period (in dollars per share) | $ 17.11 | |
Weighted average remaining contractual term | ||
Outstanding | 6 years 8 months 12 days | |
Options vested and expected to vest at of the period | 6 years 8 months 12 days | |
Exercisable | 5 years 10 months 24 days | |
Aggregate intrinsic value | ||
Outstanding (in dollars) | $ 73,345 | |
Options vested and expected to vest at end of period (in dollars) | 73,345 | |
Exercisable (in dollars) | 60,994 | |
Additional disclosures | ||
Intrinsic value of options exercised (in dollars) | 4,581 | $ 3,971 |
Proceeds from stock options exercised (in dollars) | 1,153 | $ 1,037 |
Stock options | ||
Additional disclosures | ||
Total unrecognized compensation cost (in dollars) | $ 22,007 | |
Weighted average period expected to be recognized | 2 years 6 months |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | $ 7,137 | $ 6,852 |
Cost of revenue - product | ||
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | 182 | 309 |
Cost of revenue - service | ||
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | 763 | 984 |
Research and development | ||
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | 1,409 | 2,282 |
Sales and marketing | ||
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | 528 | 987 |
General and administrative | ||
Stock-based compensation expense | ||
Total stock-based compensation expense (in dollars) | $ 4,255 | $ 2,290 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurements | ||
Acquisition-related contingent consideration - long-term | $ 11,500 | $ 10,800 |
Level 3 | ||
Fair Value Measurements | ||
Acquisition-related contingent consideration - long-term | $ 11,500 | $ 10,800 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration (Details) - USD ($) $ in Thousands | Oct. 19, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration expense | $ 700 | $ 1,176 | ||
Cognify, Inc | ||||
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration expense | 700 | $ 900 | ||
Contingent consideration liability | $ 11,500 | $ 10,800 | ||
Cognify, Inc | Maximum | ||||
Change in fair value | ||||
Estimated fair value of contingent consideration | $ 14,000 |
Fair Value Measurements - Con_2
Fair Value Measurements - Contingent consideration rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Change in fair value using significant unobservable inputs (Level 3): | |
Balance at beginning of period | $ 10,800 |
Adjustments to fair value measurement | 700 |
Balance at end of period | $ 11,500 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 12, 2019 |
Fair Value Measurements | |||
Amount before unaccreted debt discount and unamortized debt issuance costs | $ 325,000 | $ 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 | 229,442 | ||
Convertible Senior Subordinated Notes | Fair Value | |||
Fair Value Measurements | |||
Debt instrument | $ 322,667 |
Commitments and Contingencies -
Commitments and Contingencies - Vendor Purchase Agreements (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Mar. 29, 2019 | May 31, 2016 | Mar. 31, 2020 | Dec. 31, 2019 |
AmerisourceBergen and Thrifty Drug Stores, Inc. | |||||
Purchase Agreements | |||||
Amount due as a result of prescription drug purchases | $ 3,559 | $ 2,465 | |||
AmerisourceBergen | |||||
Purchase Agreements | |||||
Monthly minimum purchase obligation | $ 1,750 | ||||
Purchase obligation period | 3 years | ||||
Thrifty Drug Stores, Inc. | |||||
Purchase Agreements | |||||
Purchase obligation (as a percent) | 98.00% | ||||
Data aggregation partner | |||||
Purchase Agreements | |||||
Monthly minimum purchase obligation | $ 30 | ||||
Purchase obligation period | 3 years |
Segment Reporting - Revenue and
Segment Reporting - Revenue and EBITDA (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting | ||
Number of operating segment | segment | 2 | |
Number of reportable segment | segment | 2 | |
Total revenue | $ 72,827 | $ 60,959 |
Adjusted EBITDA (loss) | 4,807 | 5,691 |
Shared Services | ||
Segment Reporting | ||
Adjusted EBITDA (loss) | (9,772) | (6,577) |
Product | ||
Segment Reporting | ||
Total revenue | 37,087 | 30,982 |
Service | ||
Segment Reporting | ||
Total revenue | 35,740 | 29,977 |
PACE solutions | ||
Segment Reporting | ||
Total revenue | 11,571 | 11,174 |
Medication safety services | ||
Segment Reporting | ||
Total revenue | 14,320 | 15,351 |
Software subscription | ||
Segment Reporting | ||
Total revenue | 9,849 | 3,452 |
CareVention HealthCare | ||
Segment Reporting | ||
Total revenue | 48,658 | 42,156 |
CareVention HealthCare | Operating Segments | ||
Segment Reporting | ||
Adjusted EBITDA (loss) | 11,748 | 10,620 |
CareVention HealthCare | Product | ||
Segment Reporting | ||
Total revenue | 37,087 | 30,982 |
CareVention HealthCare | Service | ||
Segment Reporting | ||
Total revenue | 11,571 | 11,174 |
CareVention HealthCare | PACE solutions | ||
Segment Reporting | ||
Total revenue | 11,571 | 11,174 |
MedWise HealthCare | ||
Segment Reporting | ||
Total revenue | 24,169 | 18,803 |
MedWise HealthCare | Operating Segments | ||
Segment Reporting | ||
Adjusted EBITDA (loss) | 2,831 | 1,648 |
MedWise HealthCare | Service | ||
Segment Reporting | ||
Total revenue | 24,169 | 18,803 |
MedWise HealthCare | Medication safety services | ||
Segment Reporting | ||
Total revenue | 14,320 | 15,351 |
MedWise HealthCare | Software subscription | ||
Segment Reporting | ||
Total revenue | $ 9,849 | $ 3,452 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of net loss to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of net loss to Adjusted EBITDA | ||
Net loss | $ (14,437) | $ (10,979) |
Interest expense, net | 4,610 | 2,693 |
Income tax benefit | (3,367) | (4,041) |
Depreciation and amortization | 9,913 | 6,299 |
Change in fair value of acquisition-related contingent consideration expense | 700 | 1,176 |
Acquisition-related expense | 251 | 3,691 |
Stock-based compensation expense | 7,137 | 6,852 |
Adjusted EBITDA | $ 4,807 | $ 5,691 |