Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | 25,718,707 | |
Entity Central Index Key | 0001651561 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 11,347 | $ 23,362 |
Restricted cash | 4,014 | 5,170 |
Accounts receivable, net of allowance of $297 and $224, respectively | 31,736 | 32,516 |
Inventories | 5,127 | 4,261 |
Prepaid expenses | 5,344 | 3,739 |
Client claims receivable | 15,284 | 14,412 |
Other current assets | 15,398 | 9,752 |
Total current assets | 88,250 | 93,212 |
Property and equipment, net | 13,234 | 15,070 |
Operating lease right-of-use assets | 21,935 | 21,711 |
Software development costs, net | 40,297 | 27,882 |
Goodwill | 170,835 | 170,862 |
Intangible assets, net | 161,626 | 183,094 |
Other assets | 4,801 | 2,609 |
Total assets | 500,978 | 514,440 |
Current liabilities: | ||
Current portion of finance leases | 4 | |
Current operating lease liabilities | 4,706 | 4,402 |
Acquisition-related contingent consideration | 166 | |
Acquisition-related notes payable | 3,995 | 16,662 |
Accounts payable | 13,019 | 11,245 |
Client claims payable | 8,157 | 7,773 |
Accrued expenses and other liabilities | 35,443 | 31,968 |
Total current liabilities | 65,320 | 72,220 |
Line of credit | 27,500 | 10,000 |
Long-term debt, net | 318,969 | 239,285 |
Noncurrent operating lease liabilities | 20,152 | 20,381 |
Deferred income tax liability, net | 1,226 | 3,354 |
Other long-term liabilities | 563 | 671 |
Total liabilities | 433,730 | 345,911 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 25,323,087 and 24,222,674 shares issued and 25,032,312 and 24,004,896 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 2 | 2 |
Treasury stock, at cost; 290,775 and 217,778 shares at September 30, 2021 and December 31, 2020, respectively | (4,292) | (4,018) |
Additional paid-in capital | 310,514 | 352,445 |
Accumulated deficit | (238,976) | (179,900) |
Total stockholders' equity | 67,248 | 168,529 |
Total liabilities and stockholders' equity | $ 500,978 | $ 514,440 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for accounts receivable | $ 297 | $ 224 |
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 | 25,323,087 | 24,222,674 |
Common stock, shares outstanding | 25,032,312 | 24,004,896 |
Treasury stock (in shares) | 290,775 | 217,778 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 86,586 | $ 70,506 | $ 245,575 | $ 220,167 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Total cost of revenue, exclusive of depreciation and amortization | 61,162 | 49,248 | 172,452 | 149,019 |
Operating expenses: | ||||
Research and development | 4,984 | 5,101 | 14,893 | 13,750 |
Sales and marketing | 6,218 | 5,030 | 18,786 | 15,597 |
General and administrative | 16,870 | 15,620 | 54,360 | 48,914 |
Change in fair value of acquisition-related contingent consideration expense | 2,005 | 2,605 | ||
Depreciation and amortization | 12,099 | 12,199 | 35,343 | 32,323 |
Total operating expenses | 40,171 | 39,955 | 123,382 | 113,189 |
Loss from operations | (14,747) | (18,697) | (50,259) | (42,041) |
Interest expense, net | 2,230 | 4,722 | 6,959 | 14,000 |
Loss before income taxes | (16,977) | (23,419) | (57,218) | (56,041) |
Income tax expense (benefit) | 134 | (1,830) | 466 | (5,705) |
Net loss | $ (17,111) | $ (21,589) | $ (57,684) | $ (50,336) |
Net loss per share: | ||||
Net loss per share, basic (in dollars per share) | $ (0.73) | $ (0.99) | $ (2.48) | $ (2.33) |
Net loss per share, diluted (in dollars per share) | $ (0.73) | $ (0.99) | $ (2.48) | $ (2.33) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding, basic (in shares) | 23,407,391 | 21,779,808 | 23,230,138 | 21,571,214 |
Weighted average common shares outstanding, diluted (in shares) | 23,407,391 | 21,779,808 | 23,230,138 | 21,571,214 |
Product | ||||
Revenue: | ||||
Total revenue | $ 50,636 | $ 39,365 | $ 139,496 | $ 115,825 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Total cost of revenue, exclusive of depreciation and amortization | 38,770 | 28,638 | 105,326 | 84,879 |
Service | ||||
Revenue: | ||||
Total revenue | 35,950 | 31,141 | 106,079 | 104,342 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||||
Total cost of revenue, exclusive of depreciation and amortization | $ 22,392 | $ 20,610 | $ 67,126 | $ 64,140 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Total |
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, net of shares withheld | $ (91) | 1,244 | 1,153 | |||||
Exercise of stock options, net of shares withheld (in shares) | 116,288 | (1,681) | ||||||
Share adjustment (in shares) | 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) | ||||||
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 | ||||||||
Net loss | (50,336) | |||||||
Balance at end of period at Sep. 30, 2020 | $ 2 | $ (4,018) | 317,992 | (149,270) | 164,706 | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 23,476,589 | (212,007) | ||||||
Balance at beginning of period at Mar. 31, 2020 | $ 2 | $ (3,956) | 296,726 | (113,371) | 179,401 | |||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 23,015,781 | (198,241) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of restricted stock (in shares) | 37,702 | |||||||
Forfeitures of restricted shares (in shares) | (5,807) | |||||||
Exercise of stock options, net of shares withheld | 1,159 | 1,159 | ||||||
Exercise of stock options, net of shares withheld (in shares) | 105,828 | |||||||
Stock-based compensation expense | 7,173 | 7,173 | ||||||
Net loss | (14,310) | (14,310) | ||||||
Balance at end of period at Jun. 30, 2020 | $ 2 | $ (3,956) | 305,058 | (127,681) | 173,423 | |||
Balance at end of period (in shares) at Jun. 30, 2020 | 23,159,311 | (204,048) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of restricted stock (in shares) | 9,290 | |||||||
Forfeitures of restricted shares (in shares) | (6,442) | |||||||
Exercise of stock options, net of shares withheld | $ (62) | (2,017) | (2,079) | |||||
Exercise of stock options, net of shares withheld (in shares) | 172,554 | (1,517) | ||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration | 6,853 | 6,853 | ||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration (in shares) | 135,434 | |||||||
Stock-based compensation expense | 8,098 | 8,098 | ||||||
Net loss | (21,589) | (21,589) | ||||||
Balance at end of period at Sep. 30, 2020 | $ 2 | $ (4,018) | 317,992 | (149,270) | 164,706 | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 23,476,589 | (212,007) | ||||||
Balance at beginning of period at Dec. 31, 2020 | $ 2 | $ (4,018) | $ (74,850) | 352,445 | $ (1,392) | (179,900) | $ (76,242) | 168,529 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 24,222,674 | (217,778) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock awards (in shares) | 1,416 | |||||||
Issuance of restricted stock (in shares) | 629,088 | |||||||
Forfeitures of restricted shares (in shares) | (12,880) | |||||||
Exercise of stock options, net of shares withheld | $ (274) | 2,501 | 2,227 | |||||
Exercise of stock options, net of shares withheld (in shares) | 224,503 | (6,218) | ||||||
Stock-based compensation expense | 8,602 | 8,602 | ||||||
Net loss | (19,492) | (19,492) | ||||||
Balance at end of period at Mar. 31, 2021 | $ 2 | $ (4,292) | 288,698 | (200,784) | 83,624 | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 25,077,681 | (236,876) | ||||||
Balance at beginning of period at Dec. 31, 2020 | $ 2 | $ (4,018) | $ (74,850) | 352,445 | $ (1,392) | (179,900) | $ (76,242) | 168,529 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 24,222,674 | (217,778) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (57,684) | |||||||
Balance at end of period at Sep. 30, 2021 | $ 2 | $ (4,292) | 310,514 | (238,976) | 67,248 | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 25,323,087 | (290,775) | ||||||
Balance at beginning of period at Mar. 31, 2021 | $ 2 | $ (4,292) | 288,698 | (200,784) | 83,624 | |||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 25,077,681 | (236,876) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of restricted stock (in shares) | 120,598 | |||||||
Forfeitures of restricted shares (in shares) | (22,913) | |||||||
Exercise of stock options, net of shares withheld | 885 | 885 | ||||||
Exercise of stock options, net of shares withheld (in shares) | 84,396 | |||||||
Stock-based compensation expense | 12,349 | 12,349 | ||||||
Net loss | (21,081) | (21,081) | ||||||
Balance at end of period at Jun. 30, 2021 | $ 2 | $ (4,292) | 301,932 | (221,865) | 75,777 | |||
Balance at end of period (in shares) at Jun. 30, 2021 | 25,282,675 | (259,789) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of restricted stock (in shares) | 13,290 | |||||||
Forfeitures of restricted shares (in shares) | (30,986) | |||||||
Exercise of stock options, net of shares withheld | 571 | 571 | ||||||
Exercise of stock options, net of shares withheld (in shares) | 27,122 | |||||||
Stock-based compensation expense | 8,011 | 8,011 | ||||||
Net loss | (17,111) | (17,111) | ||||||
Balance at end of period at Sep. 30, 2021 | $ 2 | $ (4,292) | $ 310,514 | $ (238,976) | $ 67,248 | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 25,323,087 | (290,775) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (57,684) | $ (50,336) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 35,343 | 32,323 |
Amortization of deferred financing costs and debt discount | 1,714 | 9,925 |
Deferred taxes | 337 | (5,705) |
Stock-based compensation | 28,962 | 22,408 |
Change in fair value of acquisition-related contingent consideration | 2,605 | |
Acquisition-related contingent consideration paid | (67) | (2,390) |
Other noncash items | 9 | (70) |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable, net | 789 | (3,220) |
Inventories | (866) | (494) |
Prepaid expenses and other current assets | (6,084) | 7,209 |
Client claims receivables | (872) | |
Other assets | (2,604) | (382) |
Accounts payable | 1,587 | (1,432) |
Accrued expenses and other liabilities | 2,138 | (5,408) |
Client claims payables | 423 | |
Other long-term liabilities | (108) | 315 |
Net cash provided by operating activities | 3,017 | 5,348 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,611) | (2,537) |
Software development costs | (22,649) | (13,734) |
Net cash used in investing activities | (24,260) | (16,271) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 3,683 | 3,225 |
Payments for employee taxes for shares withheld | (2,993) | |
Payments for debt financing costs | (8) | (38) |
Borrowings on line of credit | 17,500 | |
Payment of acquisition-related notes payable | (13,000) | |
Payments of acquisition-related contingent consideration | (99) | (3,504) |
Repayments of long-term debt and finance leases | (4) | (54) |
Net cash provided by (used in) financing activities | 8,072 | (3,364) |
Net decrease in cash and restricted cash | (13,171) | (14,287) |
Cash and restricted cash, beginning of period | 28,532 | 46,581 |
Cash and restricted cash, end of period | 15,361 | 32,294 |
Supplemental disclosure of cash flow information: | ||
Purchases of property and equipment and software development included in accounts payable and accrued expenses | 370 | 103 |
Cash paid for interest | 8,169 | 5,690 |
Cash paid for taxes | 44 | 290 |
Interest costs capitalized to software development costs | $ 216 | 192 |
Stock issued in connection with settlement of acquisition-related contingent consideration | $ 6,853 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Reconciliation of cash and restricted cash: | ||||
Cash | $ 11,347 | $ 23,362 | $ 28,721 | |
Restricted cash | 4,014 | 5,170 | 3,573 | |
Total cash and restricted cash | $ 15,361 | $ 28,532 | $ 32,294 | $ 46,581 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Tabula Rasa HealthCare, Inc. (the “Company”) is a healthcare technology company advancing the safe use of medications by creating solutions designed to empower pharmacists, providers, and patients to optimize medication regimens. The Company’s advanced proprietary technology, MedWise®, identifies the cause of medication-related problems, including adverse drug events, so healthcare professionals can minimize harm and reduce medication-related risks. Adverse drug events are a large and growing problem with medication therapy, costing an estimated $528 billion annually in the United States (“U.S.”) and resulting in more than 275,000 deaths per year in the U.S. in 2018. The Company’s software and services help improve patient outcomes and lower healthcare costs through reduced hospitalizations, emergency department visits, and healthcare utilization. In order to deliver its services, the Company has developed an extensive clinical tele-pharmacy network, with seven call centers across the U.S., a number of which are tethered to academic institutions. The Company serves a number of different organizations within the healthcare industry, including more than 400 health plans, nearly 19,000 pharmacies, more than 150 hospital sites, and more than 140 at-risk provider groups, the majority of which are PACE organizations. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
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 and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, 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 with the SEC on February 26, 2021 (“2020 Form 10-K”). The Company operates its business through two segments, CareVention HealthCare and MedWise HealthCare. See Note 17 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 caused by a new strain of coronavirus (“COVID-19”) and the risks to the international community. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic (“COVID-19 pandemic”), based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic continues to present a substantial public health and economic challenge around the world. The Company continues to closely monitor the impact of COVID-19 pandemic on both its employees and operations. In response to the pandemic, the Company has implemented measures to protect the health and safety of its employees, including hybrid and remote work arrangements, reduced density in the Company’s buildings, guidelines to ensure safe business travel, and safety protocols for on-site employees, including social distancing, enhanced cleaning, contact tracing. During 2020, the Company experienced challenges with revenue growth as the COVID-19 pandemic delayed the closing of client contracts and, in some cases, shifted project priorities and timelines, which management believed resulted in fewer business wins during 2020 and reduced future revenue. Overall census growth for Programs of All-Inclusive Care for the Elderly (“PACE”) was below historical levels during 2020 and the first quarter of 2021, which reduced the CareVention HealthCare segment growth. However, since the second quarter of 2021, the Company has experienced some recovery, including with respect to PACE census growth. During the third quarter of 2021, the Company’s net census growth for PACE remained at pre-pandemic levels with monthly sequential growth, which positively impacted revenue within the Company’s CareVention HealthCare segment. The PACE population also benefited from the high level of vaccinations administered to seniors across the U.S. The Company’s MedWise HealthCare segment continues to be impacted by the COVID-19 pandemic. Changes made by Centers for Medicare & Medicaid Services (‘CMS”) to their Medicare Part D Star Ratings improvement programs for health plans in response to COVID-19 have negatively impacted the Company’s medication safety services revenues. In addition, the COVID-19 pandemic has elevated the role of retail pharmacies and created strong demand for pharmacists and pharmacy technicians. As a result, the Company has faced challenges in hiring to staff the Company’s call centers to support its health plan clients. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, as well as the factors discussed in Part Item 1A, “Risk Factors” in Summary of Significant Accounting Policies There have been no changes to the Company's significant accounting policies described in the 2020 Form 10-K that have had a material impact on the consolidated financial statements and related notes. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Under ASC 470-20 Debt with Conversion and Other Options ASU 2020-06 allows adoption through either a modified retrospective method or fully retrospective method of transition. The Company early adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method. In applying the modified retrospective transition method, the cumulative effect of the accounting change is recognized as an adjustment to the opening balance of retained earnings at the date of adoption. Upon adoption, the Company recorded a $74,850 decrease to additional paid-in capital, a $78,707 increase to the carrying value of its convertible notes, a $2,465 decrease to the net deferred tax liability, and a $1,392 increase in accumulated deficit. See Note 12 for further details on the 2026 Notes. In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contact Liabilities from Contracts with Customers |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | 3. Revenue The Company generates revenue from its CareVention HealthCare and MedWise HealthCare segments. See Note 17 for additional discussion of the Company’s reportable segments. Client contracts generally have a term of one 0 The Company does not disclose the amount of variable consideration that the Company expects to recognize in future periods, as the variable consideration in the Company’s contracts is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation, and the terms of that variable consideration relate specifically to the Company’s efforts to transfer the distinct service, or to a specific outcome from transferring the distinct service. The Company’s contracts primarily include monthly fees associated with unspecified quantities of medications, members, claims, medication safety reviews, or user subscriptions that fluctuate throughout the contract. See below for a description of the Company’s revenues by segment. CareVention HealthCare PACE Product Revenue The Company provides medication fulfillment pharmacy services to PACE organizations. 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 or weekly, depending on whether the PACE organization is contracted with a pharmacy benefit manager, 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. The Company 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. These services include medication reviews, risk adjustment services, third-party administration services, pharmacy benefit management (“PBM”) solutions, 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”), a fee for each claim adjudicated, and subscription fees. These fees 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 Product Revenue The Company provides COVID-19 test kits to pharmacies and other clients. Revenue from the sale of these products is generally billed when test kits are shipped and is recognized as the Company satisfies its performance obligations to deliver the test kits and provide the test results. The Company does not experience a significant level of returns or reshipments. 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 and close gaps in care. Revenue related to these services primarily consists of per member per month fees and fees for each medication review and clinical encounter 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 services and when medication reviews and clinical encounters 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 U.S. Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 CareVention HealthCare: PACE product revenue $ 50,321 $ 39,086 $ 139,021 $ 115,103 PACE solutions 14,707 11,214 42,973 34,307 $ 65,028 $ 50,300 $ 181,994 $ 149,410 MedWise HealthCare: Product revenue $ 315 $ 279 $ 475 $ 722 Medication safety services 9,467 9,817 31,247 39,844 Software subscription and services 11,776 10,110 31,859 30,191 $ 21,558 $ 20,206 $ 63,581 $ 70,757 Total revenue $ 86,586 $ 70,506 $ 245,575 $ 220,167 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 generally classifies contract liabilities in accrued expenses and other current liabilities and in other long-term liabilities on the Company’s consolidated balance sheets. The Company anticipates that it will satisfy most of its performance obligations associated with its contract liabilities within one year. The following table provides information about the Company’s contract assets and contract liabilities from contracts with clients as of September 30, 2021 and December 31, 2020. September 30, December 31, 2021 2020 Contract assets $ 11,638 $ 7,601 Contract liabilities 4,549 3,876 Significant changes in the contract assets and the contract liabilities balances during the nine months ended September 30, 2021 are as follows: September 30, 2021 Contract assets: Contract assets, beginning of period $ 7,601 Decreases due to cash received (8,881) Changes to the contract assets at the beginning of the period as a result of changes in estimates 2,391 Changes during the period, net of reclassifications to receivables 10,527 Contract assets, end of period $ 11,638 Contract liabilities: Contract liabilities, beginning of period $ 3,876 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (2,708) Increases due to cash received, excluding amounts recognized as revenue during the period 3,381 Contract liabilities, end of period $ 4,549 During the nine months ended September 30, 2020, the Company recognized $3,783 of revenue that was included in the December 31, 2019 contract liability balance of $4,930. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss per Share | |
Net Loss per Share | 4. Net Loss per Share Basic and diluted 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. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator (basic and diluted): Net loss $ (17,111) $ (21,589) $ (57,684) $ (50,336) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 23,407,391 21,779,808 23,230,138 21,571,214 Net loss per share, basic and diluted $ (0.73) $ (0.99) $ (2.48) $ (2.33) The following potential common shares, presented based on amounts outstanding as of September 30, 2021 and 2020, were excluded from the calculation of diluted net loss per share for the periods indicated above because including them would have had an anti-dilutive effect. September 30, 2021 2020 Stock options to purchase common stock 1,671,680 2,188,239 Unvested restricted stock 1,624,523 1,300,538 Common stock warrants 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 — 12,588,989 8,135,170 For the three and nine months ended September 30, 2021, shares related to the conversion of the convertible senior subordinated notes were included in the table above under the if-converted method. For the three and nine months ended September 30, 2020, shares associated with the conversion of the convertible senior subordinated notes were excluded from the table above as the Company assumed the notes would be settled entirely or partly in cash. For the three and nine months ended September 30, 2021, shares related to the performance stock units were excluded from the table above as the performance conditions were not met as of September 30, 2021 (see Note 14). |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions | |
Acquisitions | 5. Acquisitions Personica On October 5, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with TRHC Group, Personica Holdings, Inc., a Wisconsin corporation, and other seller parties, whereby the Company completed the acquisition of all the issued and outstanding membership interests of Personica, LLC, a Delaware limited liability company (“Personica”), and its subsidiaries, a provider of PBM solutions and pharmacy services, including 340B and Medicare Part D administration solutions to the PACE market. The purchase price consisted of (i) cash consideration of $10,000, subject to certain customary post-closing adjustments, (ii) the issuance of 555,555 shares of the Company’s common stock valued at $23,589, and (iii) the delivery of promissory notes (collectively, the “Notes”) for the payment of (a) $7,500 in cash paid in January 2021, (b) $5,500 in cash paid in April 2021, and (c) $3,550 in cash paid in October 2021, with the remaining amount of $450 expected to be paid in cash during the fourth quarter of 2021. The Company may set off amounts due under the Notes to the extent the Company is entitled to indemnification under the Purchase Agreement or in respect of adjustments to the purchase price. Revenue from Personica includes medication fulfillment pharmacy services to PACE organizations. Revenue for these services, and the related costs, is recognized when medications are delivered and control has passed to the client and is included in product revenue and cost of revenue – product cost, respectively, in the Company’s consolidated statements of operations. Revenue from Personica is also comprised of monthly fees per adjudicated claim for PBM solutions. Revenue for these services, and the related costs, is recognized each month as performance obligations are satisfied and costs are incurred and is included in service revenue and cost of revenue – service cost, respectively, in the Company’s consolidated statements of operations. The financial results of Personica are included in the Company’s CareVention HealthCare segment. Pro forma The unaudited pro forma results presented below include the results of the Personica acquisition as if it had been consummated as of January 1, 2019. The unaudited pro forma results include the amortization associated with acquired intangible assets, interest expense on the debt incurred to fund these acquisitions, stock-based compensation expense related to equity awards granted to employees of the acquired companies, and the estimated tax effect of adjustments to net 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 acquisition been consummated as of January 1, 2019. Three Months Ended Nine Months Ended September 30, September 30, 2020 2020 Revenue $ 73,490 $ 228,943 Net loss (22,420) (50,705) |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Other Current Assets | |
Other Current Assets | 6. Other Current Assets As of September 30, 2021 and December 31, 2020, other current assets consisted of the following: September 30, 2021 December 31, 2020 Contract assets $ 11,638 $ 7,601 Non-trade receivables 1,611 647 Other 2,149 1,504 Total other current assets $ 15,398 $ 9,752 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment. | |
Property and Equipment | 7. Property and Equipment Accumulated depreciation was $20,861 and $17,922 as of September 30, 2021 and December 31, 2020, respectively. Depreciation expense on property and equipment for the three months ended September 30, 2021 and 2020 was $1,109 and $1,272, respectively. Depreciation expense on property and equipment for the nine months ended September 30, 2021 and 2020 was $3,616 and $3,774, respectively. |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2021 | |
Software Development Costs | |
Software Development Costs | 8. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing its proprietary software platforms, which are used to support its service contracts. These costs include 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 September 30, 2021 31, September 30, 2021 December 31, 2020 Software development costs $ 71,205 $ 48,548 Less: accumulated amortization (30,908) (20,666) Software development costs, net $ 40,297 $ 27,882 Capitalized software development costs included above not yet subject to amortization $ 9,518 $ 4,382 Amortization expense for the three months ended September 30, 2021 and 2020 was $3,913 and $2,636, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $10,242 and $6,613, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets The Company’s goodwill and related changes during the nine months ended September 30, 2021 were as follows: CareVention HealthCare MedWise HealthCare Total Balance at January 1, 2021 $ 115,350 $ 55,512 $ 170,862 Adjustments to goodwill related to prior year acquisition (27) — (27) Balance at September 30, 2021 $ 115,323 $ 55,512 $ 170,835 Intangible assets consisted of the following as of September 30, 2021 and December 31, 2020: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2021 Trade names 2.1 $ 5,529 $ (2,987) $ 2,542 Client relationships 11.5 145,629 (34,871) 110,758 Non-competition agreements 5.0 6,892 (5,010) 1,882 Developed technology 7.6 65,414 (29,492) 35,922 Patient database 5.0 21,700 (11,212) 10,488 Domain name 10.0 59 (25) 34 Total intangible assets $ 245,223 $ (83,597) $ 161,626 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2020 Trade names 3.7 $ 11,955 $ (8,286) $ 3,669 Client relationships 12.2 152,654 (32,437) 120,217 Non-competition agreements 5.0 6,892 (3,976) 2,916 Developed technology 8.0 67,369 (24,858) 42,511 Patient database 5.0 21,700 (7,957) 13,743 Domain name 10.0 59 (21) 38 Total intangible assets $ 260,629 $ (77,535) $ 183,094 Amortization expense for intangible assets for the three months ended September 30, 2021 and 2020 was $7,060 and $8,291, respectively. The estimated amortization expense for the remainder of 2021 and each of the next five years and thereafter is as follows: Years Ending December 31, 2021 (October 1 - December 31) $ 6,974 2022 27,089 2023 25,804 2024 18,521 2025 14,038 2026 12,830 Thereafter 56,370 Total estimated amortization expense $ 161,626 |
Notes Payable Related to Acquis
Notes Payable Related to Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable Related to Acquisition | |
Notes Payable Related to Acquisition | 10. Notes Payable Related to Acquisition On October 5, 2020, as part of the consideration of the Personica acquisition, the Company entered into promissory notes in the aggregate principal amount of $17,000 payable to the owners of Personica (see Note 5). The Notes bear an interest rate of 3.25% and are payable as follows: (a) $7,500 in cash, which was paid in January 2021, (b) $5,500 in cash, which was paid in April 2021, and (c) $3,550 in cash, which was paid in October 2021. The remaining amount of $450 is expected to be paid in cash during the fourth quarter of 2021. The Notes were recorded at their aggregate acquisition-date fair value of $16,355 and are being accreted up to their face values over their respective terms using the effective-interest method. For the three months ended September 30, 2021, the Company recognized $112 of interest expense related to the Notes, of which $33 was paid or accrued and $79 was the non-cash accretion of the discounts recorded. For the nine months ended September 30, 2021, the Company recognized |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 11. Accrued Expenses and Other Liabilities As of September 30, 2021 and December 31, 2020, accrued expenses and other liabilities consisted of the following: September 30, 2021 December 31, 2020 Employee related expenses $ 9,389 $ 8,218 Contract liability 3,986 3,205 Customer deposits 904 904 Client funds obligations* 4,014 5,170 Contract labor 888 1,374 Interest 1,006 3,690 Professional fees 840 572 Consideration payable to customer 11,463 5,968 Non-income taxes payable 158 151 Other expenses 2,795 2,716 Total accrued expenses and other liabilities $ 35,443 $ 31,968 *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 | 9 Months Ended |
Sep. 30, 2021 | |
Lines of Credit and Long-Term Debt | |
Lines of Credit and Long-Term Debt | 12. 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 (the “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 and had subsequently amended. The 2015 Line of Credit provided 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 2015 Line of Credit matured pursuant to its terms on December 6, 2020. On December 18, 2020, the Company and its subsidiaries entered into a Loan and Security Agreement with Western Alliance Bank, which provides for a $120,000 secured revolving credit facility, with a $1,000 sublimit for cash management services and letters of credit and foreign exchange transactions (the “2020 Credit Facility”) and replaced the 2015 Line of Credit. Amounts under the 2020 Credit Facility may be borrowed, repaid, and re-borrowed from time to time until the maturity date on May 16, 2025, and may be used for, among other things, working capital and other general corporate purposes. Loans under the 2020 Credit Facility will bear interest at a rate equal to the LIBOR rate plus 3.25%. The obligations under the 2020 Credit Facility are secured by all of the Company’s assets, subject to certain exceptions and exclusions as set forth in the Loan and Security Agreement. The Loan and Security Agreement contains certain affirmative and negative covenants that are binding on the Company, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the Company’s ability to incur indebtedness, create liens, merge or consolidate, make dispositions, pay dividends or make distributions, make investments, pay any subordinated indebtedness, enter into certain transactions with affiliates, or make capital expenditures, as defined. In addition, the Loan and Security Agreement imposes certain financial covenants, including that the Company (i) maintain unrestricted cash balances with Western Alliance Bank, plus amounts available for draw under the 2020 Credit Facility of at least $10,000 at all times, and (ii) maintain a leverage ratio of less than 3.00:1.00, on a trailing twelve-month basis, measured quarterly. The Loan and Security Agreement defines amounts available for borrowing as three times the Company’s trailing twelve months EBITDA, as defined, less amounts outstanding under the 2020 Credit Facility. As of September 30, 2021, amounts available for borrowing under the 2020 Credit Facility were $31,075. The 2020 Credit Facility is subject to a commitment fee of 0.50% of the total commitment under the 2020 Credit Facility payable on the closing date, and 0.25% of the total commitment under the 2020 Credit Facility payable on each anniversary thereafter. Additionally, the 2020 Credit Facility is subject to an unused line fee. As of September 30, 2021, the Company had $27,500 outstanding under the 2020 Credit Facility, plus an outstanding letter of credit of $100 issued in connection with the Company’s lease agreement for its office space in Moorestown, NJ. The letter of credit renews annually and expires in September 2027. As of September 30, 2021, the Company had unused commitments of $92,500 under the 2020 Credit Facility. As of September 30, 2021, the Company was in compliance with all of the financial covenants related to the 2020 Credit Facility, and management expects that the Company will be able to maintain compliance with its covenants. As of September 30, 2021, the interest rate on the 2020 Credit Facility was 3.33% and the effective rate for the unused line fee was 0.45%. Interest expense on the 2020 Credit Facility was $314 and $842 for the three and nine months ended September 30, 2021, respectively. As of September 30, 2020, the interest rate on the 2015 Line of Credit was 5.50%. No interest expense was incurred for the three and nine months ended September 30, 2020 as there were no aggregate borrowings outstanding on the 2015 Line of Credit during the three and nine months ended September 30, 2020. In connection with the 2020 Credit Facility, the Company recorded deferred financing costs of $1,184. The Company is amortizing the deferred financing costs associated with the 2020 Credit Facility to interest expense using the effective-interest method over the term of the 2020 Credit Facility. The Company amortized $136 and $404 to interest expense for the three and nine months ended September 30, 2021, respectively. The Company amortized $79 and $278 to interest expense during the three and nine months ended September 30, 2020, respectively, for deferred financing costs related to the 2015 Line of Credit. Deferred financing costs of $760 and $1,156, net of accumulated amortization, are included in other assets on the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, 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 September 30, 2021, none of the conditions allowing holders of the 2026 Notes to convert had been met. In the initial 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 was not remeasured as long as it continued 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 was not expected to be deductible for income tax purposes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was 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 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 were 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. As described in Note 2, the Company adopted ASU 2020-06 using the modified retrospective method effective January 1, 2021. E ebt issuance costs related to the 2026 Notes of $7,008 were allocated to the liability component of the 2026 Notes and will be amortized to interest expense using the effective interest method over the contractual term, resulting in During the three months ended September 30, 2021, the Company recognized $1,750 of interest expense related to the 2026 Notes, of which $1,423 was paid or accrued and $327 was the non-cash accretion of the debt discounts recorded. During the nine months ended September 30, 2021, the Company recognized $5,243 of interest expense related to the 2026 Notes, of which $4,266 was paid or accrued, and $977 was the non-cash accretion of the debt discounts recorded. During the three months ended September 30, 2020, under the previous accounting standard, the Company recognized $4,702 of interest expense related to the 2026 Notes, of which $1,422 was paid or accrued, and $3,280 was the non-cash accretion of the debt discounts recorded. During the nine months ended September 30, 2020, under the previous accounting standard, the Company recognized $13,913 of interest expense related to the 2026 Notes, of which $4,266 was paid or accrued and $9,647 was the non-cash accretion of the debt discounts recorded. In addition, unpaid additional interest payable as a result of the failure to remove the restrictive legend on the 2026 Convertible Notes had accrued on the 2026 Convertible Notes from and including February 17, 2020 and had ceased accruing on February 16, 2021 as a result of the restrictive legend being removed. The Company recorded $212 of additional interest expense for the nine months ended September 30, 2021. The total cumulative amount of additional interest expense was $1,625 and was paid in full during the third quarter of 2021. T otal accrued interest payable related to the 2026 Notes was $711 as of September 30, 2021, which is included in accrued expenses and other liabilities on the consolidated balance sheet. The 2026 Notes had a carrying value of $318,969 as of September 30, 2021. The 2026 Notes are classified as long-term debt on the Company’s consolidated balance sheets, and will be until such Notes are within one year of maturity. (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. As of September 30, 2021, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. (d) Long-Term Debt The following table represents the total long-term debt obligations of the Company at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (6,031) (85,715) Convertible senior subordinated notes, net 318,969 239,285 Finance leases — 4 Total long-term debt and finance leases, net 318,969 239,289 Less current portion of finance leases — (4) Total long-term debt, net $ 318,969 $ 239,285 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 13. Income Taxes On February 12, 2021, the Company received a private letter ruling from the Internal Revenue Service, which determined, based on information submitted and representations made by the Company, that the Company met the requirements to deduct the interest expense resulting from the amortization of the debt discount associated with the 2026 Notes. As a result, during the nine months ended September 30, 2021, the Company recorded a deferred tax asset of $26,313 and a corresponding $26,313 increase to its valuation allowance. As of September 30, 2021, the Company recorded a full valuation allowance against its deferred tax assets. The Company calculates its provision for income taxes during its interim periods by applying the estimated annual effective tax rate for the full year ordinary income or loss to the respective reporting period’s year-to-date income or loss, while also adding any income tax expense or benefit related to discrete items occurring within that interim period. For the three and nine months ended September 30, 2021, the Company recorded income tax expense of $134 and $466, respectively, primarily related to indefinite-lived deferred tax liabilities for goodwill amortization, which resulted in effective tax rates of (0.8)% and (0.8)%, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the full valuation allowance recorded that is currently limiting the realizability of the Company’s net deferred tax assets as of September 30, 2021. Accordingly, the tax benefit was limited due to unbenefited losses in the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020, the Company recorded an income tax benefit of $1,830 and $5,705, respectively, which resulted in effective tax rates of 7.8% and 10.2%, respectively. The effective tax rate differed from the U.S. statutory tax rate primarily due to an increase in the valuation allowance that limited the realizability of the Company’s net deferred tax assets as of September 30, 2020. Accordingly, the tax benefit was limited due to unbenefited losses in the three and nine months ended September 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 14. Stock-Based Compensation In September 2016, the Company adopted the 2016 Equity Compensation Plan (“2016 Plan”). During the term of the 2016 Plan, the share reserve will automatically increase on the first trading day in January of each calendar year by an amount equal to the lesser of 5% of the total number of outstanding shares of common stock on the last trading day in December of the prior calendar year or such other number set by the Board. In accordance with the terms of the 2016 Plan, the share reserve increased by 1,200,244 shares on January 2, 2021. As of September 30, 2021, 1,665,184 shares were available for future grants under the 2016 Plan. Restricted Common Stock The following table summarizes the restricted stock award activity under the 2016 Plan for the nine months ended September 30, 2021: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2020 1,386,908 $ 44.14 Granted 774,352 52.80 Vested (469,958) 48.59 Forfeited (66,779) 55.86 Outstanding at September 30, 2021 1,624,523 $ 46.50 For the three months ended September 30, 2021 and 2020, $6,447 and $5,398 of expense, respectively, was recognized related to restricted stock awards, excluding performance-based restricted stock awards described below. For the nine months ended September 30, 2021 and 2020, $22,846 and $14,346 of expense was recognized related to restricted stock awards, respectively. As of September 30, 2021, there was unrecognized compensation expense of $52,583 related to non-vested restricted stock awards, excluding performance-based restricted stock awards described below, under the 2016 Plan, which is expected to be recognized over a weighted average period of 2.6 years. Performance-Based Equity Awards On May 4, 2020, pursuant to the 2016 Plan, the Board approved grants totaling 10,686 shares of restricted stock to an employee. The grants vest subject to certain performance conditions being achieved during the two-year period ending March 2, 2022. The awards have a grant-date fair value of $56.14 per share based on the Company’s closing stock price on the grant date. Stock-based compensation costs associated with these grants are recognized over the service period based upon the Company’s assessment of the probability that the performance conditions will be achieved. The Company recognized no stock-based compensation expense related to these grants for the three and nine months ended September 30, 2021 as the achievement of the underlying performance conditions was considered unlikely. As of September 30, 2021, there was $600 of unrecognized compensation expense related to these performance-based restricted stock awards. On October 29, 2020, pursuant to the 2016 Plan, the Board approved grants totaling 26,400 shares of restricted stock to certain employees, of which 1,400 expired on April 30, 2021. The remaining grants vest subject to the achievement of certain milestones achieved through December 31, 2021. The awards have a grant-date fair value of $35.95 per share based on the Company’s closing stock price on the grant date. Stock-based compensation costs associated with these grants are recognized over the service period based upon the Company’s assessment of the probability that the performance conditions will be achieved. The Company recognized $194 and $556 of stock-based compensation expense related to these grants for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, there was $191 of unrecognized compensation expense related to these performance-based restricted stock awards. On April 27, 2021, pursuant to the 2016 Plan, the Board approved awards of performance stock units to certain employees. Each award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient. As of September 30, 2021, the number of Target Shares was 92,725 shares. The awards are earned upon the Company’s achievement of certain revenue performance targets during the three-year performance period ending December 31, 2023. Depending on the results achieved during the performance period, the actual number of shares that a grant recipient receives at the end of the performance period may range from 0% to 200% of the Target Shares granted. The performance stock unit awards have a grant-date fair value of $44.13 per share based on the Company’s closing stock price on the grant date. Stock-based compensation costs associated with these grants are recognized over the performance period based upon the Company’s assessment of the probability that the performance targets will be achieved. For the three months ended September 30, 2021, the Company recorded a $216 reduction in stock-based compensation expense related to the performance stock units, resulting in no stock-based compensation expense for the nine months ended September 30, 2021 as the achievement of the underlying performance targets was considered unlikely. As of September 30, 2021, the maximum number of achievable performance stock units was 185,450 and the maximum unrecognized compensation expense was $8,184. Other Stock Awards During the first quarter of 2021, the Board approved the grant of stock awards to certain non-employee directors and to a consultant pursuant to the 2016 Plan. The awards provided for the issuance of 1,416 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 $40.85 per share. For the nine months ended September 30, 2021, the Company recorded $58 of expense related to these 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 nine months ended September 30, 2020, the Company recorded $491 of expense related to these stock awards. Stock Options The Company recorded $1,586 and $2,700 of stock-based compensation expense related to employee and non-employee stock options for the three months ended September 30, 2021 and 2020, respectively. The Company recorded $5,502 and $7,571 of stock-based compensation expense related to employee and non-employee stock options for the nine months ended September 30, 2021 and 2020, respectively. The Company records forfeitures as they occur. The table below sets forth the weighted average assumptions for employee grants during the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, Valuation assumptions: 2021 2020 Expected volatility 58.57 % 56.10 % Expected term (years) 5.48 5.25 Risk-free interest rate 0.50 % 1.22 % Dividend yield — — The weighted average grant date fair value of employee options granted during the nine months ended September 30, 2021 and 2020 was $28.26 and $33.78 per share, respectively. The following table summarizes stock option activity under the 2016 Plan for the nine months ended September 30, 2021: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2020 2,096,556 $ 27.74 Granted 2,500 55.01 Exercised (336,021) 11.78 Forfeited (91,355) 46.19 Outstanding at September 30, 2021 1,671,680 $ 29.98 5.7 $ 12,679 Options vested and expected to vest at September 30, 2021 1,671,680 $ 29.98 5.7 $ 12,679 Exercisable at September 30, 2021 1,446,392 $ 26.30 5.4 $ 12,679 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the Company’s closing stock price or estimated fair value on the last trading day of the fiscal quarter for those stock options that had exercise prices lower than the fair value of the Company's common stock. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 was $11,113 and $19,850, respectively. As of September 30, 2021, there was $6,740 of total unrecognized compensation cost related to nonvested stock options granted under the 2016 Plan, which is expected to be recognized over a weighted average period of 1.3 years. Cash received from option exercises for the nine months ended September 30, 2021 and 2020 was $3,683 and $3,225, respectively. The Company recorded total stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 in the following expense categories of its consolidated statements of operations: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Cost of revenue - product $ 255 $ 192 $ 851 $ 567 Cost of revenue - service 1,105 828 3,524 2,430 Research and development 1,658 1,717 5,919 4,197 Sales and marketing 556 564 2,523 1,615 General and administrative 4,437 4,797 16,145 13,599 Total stock-based compensation expense $ 8,011 $ 8,098 $ 28,962 $ 22,408 Employee Stock Purchase Plan In February 2021, the Company adopted the Tabula Rasa HealthCare, Inc. Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to purchase common shares of Company stock through payroll deductions at a 15% discount off the lower of (i) the fair market value per share of common stock on the start date of the applicable offering period or (ii) the fair market value per share of common stock on the purchase date. The ESPP was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021. The number of shares of common stock reserved for issuance under the ESPP will initially be 480,097 shares, subject to adjustment as provided in the ESPP, all of which remained available as of September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The Company’s financial instruments consist of accounts receivable, contract assets, accounts payable, contract liabilities, accrued expenses, acquisition-related notes payable, line of credit, and long-term debt, which includes the Company’s convertible senior subordinated notes. The carrying values of accounts receivable, contract assets, accounts payable, contract liabilities, accrued expenses, and acquisition-related notes payable 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. In connection with the 2018 acquisition of the Cognify business, additional consideration was 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 was 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 reporting period. The acquisition-related contingent consideration liability represented the estimated fair value of the additional cash and equity consideration payable that was contingent upon the achievement of certain financial and performance milestones. In accordance with ASC 805, Business Combinations The acquisition-related contingent consideration was measured at fair value on a recurring basis and included the use of significant unobservable inputs, hence, these instruments represented Level 3 measurements within the fair value hierarchy. During the third quarter of 2020, pursuant to the terms of the stock purchase agreement, the Company elected to accelerate the payment of the acquisition-related contingent consideration for an aggregate payment amount of $13,413. Due to the accelerated payment of the Cognify acquisition-related contingent consideration, the acquisition-related contingent consideration payment amount was fixed and was no longer classified within the fair value hierarchy. The acquisition-related contingent consideration was partially paid during 2020 by cash payments of $6,394 and the issuance of 135,434 shares of the Company’s common stock, with a fair value of $6,853. In January 2021, the Company made the final cash payment of $166 in full satisfaction of the remaining acquisition-related contingent consideration liability. During the three and nine months ended September 30, 2020, the Company recorded a $2,005 and $2,605 charge, respectively, for the change in the fair value of Cognify acquisition-related contingent consideration primarily due to the accelerated payment. The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of September 30, 2021: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 318,969 $ 273,003 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 12, the 2026 Notes are carried at their aggregate face value of $325,000 , less any unamortized debt issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. 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 On March 29, 2019, the Company entered into an Affiliated Pharmacy Agreement and Pharmaceutical Program Supply Agreement (the “Prior Thrifty Drug Agreements”) with Thrifty Drug Stores, Inc. (“Thrifty Drug”). On July 1, 2020, the Company entered into a new Affiliated Pharmacy Agreement and Pharmaceutical Program Supply Agreement with Thrifty Drug (the “Thrifty Drug Agreements”) to replace the Prior Thrifty Drug Agreements, which, among other things, extended the Company’s agreement with Thrifty Drug through September 30, 2023. Pursuant to the terms of the Thrifty Drug Agreements, the Company has agreed to purchase not less than 98% of the Company’s total prescription product requirements from Thrifty Drug. The Company commenced purchasing prescription products under the Prior Thrifty Drug Agreements in May 2019 and has continued to do so under the Thrifty Drug Agreements beginning in July 2020. Both the Prior Thrifty Drug Agreements and the Thrifty Drug Agreements authorize Thrifty Drug to hold a security interest in all of the products purchased by the Company under the respective agreements. As of September 30, 2021 and December 31, 2020 the Company had $1,568 and $1,985 payable to Thrifty Drug as a result of prescription drug purchases, respectively. In June 2021, the Company entered into an updated agreement with its provider of hosting services. The agreement is effective June 3, 2021 and expires on April 28, 2024 and commits the Company to a minimum purchase obligation of $1,240 over the contract term. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting | |
Segment Reporting | 17. 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 primarily provides services to PACE organizations that include medication fulfillment pharmacy services and PACE solutions such as medication safety services, pharmacy benefit management solutions, and health plan management services . MedWise HealthCare clients include health plans, pharmacies, and non-PACE healthcare providers. Services provided to these clients include 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 from similarly titled segment performance financial measures used by other companies. Adjusted EBITDA consists of net loss plus certain other expenses, which include interest expense, income tax expense or benefit, depreciation and amortization, change in fair value of acquisition-related contingent consideration expense, settlement costs, severance expense incurred in 2021 related to a realignment of resources, acquisition-related expense, and stock-based compensation expense. The Company Management considers revenue and Adjusted EBITDA to be the appropriate metrics 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 September 30, 2021 Product revenue $ 50,321 $ 315 $ 50,636 Service revenue PACE solutions 14,707 — 14,707 Medication safety services — 9,467 9,467 Software subscription and services — 11,776 11,776 Total service revenue 14,707 21,243 35,950 Total revenue $ 65,028 $ 21,558 $ 86,586 Three Months Ended September 30, 2020 Product revenue $ 39,086 $ 279 $ 39,365 Service revenue PACE solutions 11,214 — 11,214 Medication safety services — 9,817 9,817 Software subscription and services — 10,110 10,110 Total service revenue 11,214 19,927 31,141 Total revenue $ 50,300 $ 20,206 $ 70,506 Nine Months Ended September 30, 2021 Product revenue $ 139,021 $ 475 $ 139,496 Service revenue PACE solutions 42,973 — 42,973 Medication safety services — 31,247 31,247 Software subscription and services — 31,859 31,859 Total service revenue 42,973 63,106 106,079 Total revenue $ 181,994 $ 63,581 $ 245,575 Nine Months Ended September 30, 2020 Product revenue $ 115,103 $ 722 $ 115,825 Service revenue PACE solutions 34,307 — 34,307 Medication safety services — 39,844 39,844 Software subscription and services — 30,191 30,191 Total service revenue 34,307 70,035 104,342 Total revenue $ 149,410 $ 70,757 $ 220,167 CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Three Months Ended September 30, 2021 Adjusted EBITDA (loss) $ 14,014 $ 2,618 $ (10,915) $ 5,717 Three Months Ended September 30, 2020 Adjusted EBITDA (loss) $ 12,735 $ 1,009 $ (8,650) $ 5,094 Nine Months Ended September 30, 2021 Adjusted EBITDA (loss) $ 40,983 $ 7,532 $ (33,236) $ 15,279 Nine Months Ended September 30, 2020 Adjusted EBITDA (loss) $ 36,560 $ 8,537 $ (28,062) $ 17,035 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Reconciliation of Net Loss to Adjusted EBITDA Net loss $ (17,111) $ (21,589) $ (57,684) $ (50,336) Add: Interest expense, net 2,230 4,722 6,959 14,000 Income tax expense (benefit) 134 (1,830) 466 (5,705) Depreciation and amortization 12,099 12,199 35,343 32,323 Change in fair value of acquisition-related contingent consideration expense — 2,005 — 2,605 Settlement — — 500 — Severance expense 354 917 516 917 Acquisition-related expense — 572 217 823 Stock-based compensation expense 8,011 8,098 28,962 22,408 Adjusted EBITDA $ 5,717 $ 5,094 $ 15,279 $ 17,035 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) | 9 Months Ended |
Sep. 30, 2021 | |
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 and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, 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 with the SEC on February 26, 2021 (“2020 Form 10-K”). The Company operates its business through two segments, CareVention HealthCare and MedWise HealthCare. See Note 17 for a discussion of the Company’s reportable segments. |
Risks Related to the COVID-19 Pandemic | Risks Related to the COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency caused by a new strain of coronavirus (“COVID-19”) and the risks to the international community. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic (“COVID-19 pandemic”), based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic continues to present a substantial public health and economic challenge around the world. The Company continues to closely monitor the impact of COVID-19 pandemic on both its employees and operations. In response to the pandemic, the Company has implemented measures to protect the health and safety of its employees, including hybrid and remote work arrangements, reduced density in the Company’s buildings, guidelines to ensure safe business travel, and safety protocols for on-site employees, including social distancing, enhanced cleaning, contact tracing. During 2020, the Company experienced challenges with revenue growth as the COVID-19 pandemic delayed the closing of client contracts and, in some cases, shifted project priorities and timelines, which management believed resulted in fewer business wins during 2020 and reduced future revenue. Overall census growth for Programs of All-Inclusive Care for the Elderly (“PACE”) was below historical levels during 2020 and the first quarter of 2021, which reduced the CareVention HealthCare segment growth. However, since the second quarter of 2021, the Company has experienced some recovery, including with respect to PACE census growth. During the third quarter of 2021, the Company’s net census growth for PACE remained at pre-pandemic levels with monthly sequential growth, which positively impacted revenue within the Company’s CareVention HealthCare segment. The PACE population also benefited from the high level of vaccinations administered to seniors across the U.S. The Company’s MedWise HealthCare segment continues to be impacted by the COVID-19 pandemic. Changes made by Centers for Medicare & Medicaid Services (‘CMS”) to their Medicare Part D Star Ratings improvement programs for health plans in response to COVID-19 have negatively impacted the Company’s medication safety services revenues. In addition, the COVID-19 pandemic has elevated the role of retail pharmacies and created strong demand for pharmacists and pharmacy technicians. As a result, the Company has faced challenges in hiring to staff the Company’s call centers to support its health plan clients. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, as well as the factors discussed in Part Item 1A, “Risk Factors” in |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Under ASC 470-20 Debt with Conversion and Other Options ASU 2020-06 allows adoption through either a modified retrospective method or fully retrospective method of transition. The Company early adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method. In applying the modified retrospective transition method, the cumulative effect of the accounting change is recognized as an adjustment to the opening balance of retained earnings at the date of adoption. Upon adoption, the Company recorded a $74,850 decrease to additional paid-in capital, a $78,707 increase to the carrying value of its convertible notes, a $2,465 decrease to the net deferred tax liability, and a $1,392 increase in accumulated deficit. See Note 12 for further details on the 2026 Notes. In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contact Liabilities from Contracts with Customers |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 CareVention HealthCare: PACE product revenue $ 50,321 $ 39,086 $ 139,021 $ 115,103 PACE solutions 14,707 11,214 42,973 34,307 $ 65,028 $ 50,300 $ 181,994 $ 149,410 MedWise HealthCare: Product revenue $ 315 $ 279 $ 475 $ 722 Medication safety services 9,467 9,817 31,247 39,844 Software subscription and services 11,776 10,110 31,859 30,191 $ 21,558 $ 20,206 $ 63,581 $ 70,757 Total revenue $ 86,586 $ 70,506 $ 245,575 $ 220,167 |
Schedule of contract assets and contract liabilities from contracts with customers | September 30, December 31, 2021 2020 Contract assets $ 11,638 $ 7,601 Contract liabilities 4,549 3,876 |
Schedule of significant changes in the contract assets and the contract liabilities balances | September 30, 2021 Contract assets: Contract assets, beginning of period $ 7,601 Decreases due to cash received (8,881) Changes to the contract assets at the beginning of the period as a result of changes in estimates 2,391 Changes during the period, net of reclassifications to receivables 10,527 Contract assets, end of period $ 11,638 Contract liabilities: Contract liabilities, beginning of period $ 3,876 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (2,708) Increases due to cash received, excluding amounts recognized as revenue during the period 3,381 Contract liabilities, end of period $ 4,549 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net (loss) income per share | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator (basic and diluted): Net loss $ (17,111) $ (21,589) $ (57,684) $ (50,336) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 23,407,391 21,779,808 23,230,138 21,571,214 Net loss per share, basic and diluted $ (0.73) $ (0.99) $ (2.48) $ (2.33) |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | September 30, 2021 2020 Stock options to purchase common stock 1,671,680 2,188,239 Unvested restricted stock 1,624,523 1,300,538 Common stock warrants 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 — 12,588,989 8,135,170 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions | |
Schedule of proforma results | Three Months Ended Nine Months Ended September 30, September 30, 2020 2020 Revenue $ 73,490 $ 228,943 Net loss (22,420) (50,705) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Current Assets | |
Schedule of Other Current Assets | September 30, 2021 December 31, 2020 Contract assets $ 11,638 $ 7,601 Non-trade receivables 1,611 647 Other 2,149 1,504 Total other current assets $ 15,398 $ 9,752 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Software Development Costs | |
Schedule of capitalized software costs | September 30, 2021 December 31, 2020 Software development costs $ 71,205 $ 48,548 Less: accumulated amortization (30,908) (20,666) Software development costs, net $ 40,297 $ 27,882 Capitalized software development costs included above not yet subject to amortization $ 9,518 $ 4,382 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | CareVention HealthCare MedWise HealthCare Total Balance at January 1, 2021 $ 115,350 $ 55,512 $ 170,862 Adjustments to goodwill related to prior year acquisition (27) — (27) Balance at September 30, 2021 $ 115,323 $ 55,512 $ 170,835 |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net September 30, 2021 Trade names 2.1 $ 5,529 $ (2,987) $ 2,542 Client relationships 11.5 145,629 (34,871) 110,758 Non-competition agreements 5.0 6,892 (5,010) 1,882 Developed technology 7.6 65,414 (29,492) 35,922 Patient database 5.0 21,700 (11,212) 10,488 Domain name 10.0 59 (25) 34 Total intangible assets $ 245,223 $ (83,597) $ 161,626 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2020 Trade names 3.7 $ 11,955 $ (8,286) $ 3,669 Client relationships 12.2 152,654 (32,437) 120,217 Non-competition agreements 5.0 6,892 (3,976) 2,916 Developed technology 8.0 67,369 (24,858) 42,511 Patient database 5.0 21,700 (7,957) 13,743 Domain name 10.0 59 (21) 38 Total intangible assets $ 260,629 $ (77,535) $ 183,094 |
Schedule of estimated amortization expense | Years Ending December 31, 2021 (October 1 - December 31) $ 6,974 2022 27,089 2023 25,804 2024 18,521 2025 14,038 2026 12,830 Thereafter 56,370 Total estimated amortization expense $ 161,626 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | September 30, 2021 December 31, 2020 Employee related expenses $ 9,389 $ 8,218 Contract liability 3,986 3,205 Customer deposits 904 904 Client funds obligations* 4,014 5,170 Contract labor 888 1,374 Interest 1,006 3,690 Professional fees 840 572 Consideration payable to customer 11,463 5,968 Non-income taxes payable 158 151 Other expenses 2,795 2,716 Total accrued expenses and other liabilities $ 35,443 $ 31,968 |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | September 30, 2021 December 31, 2020 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (6,031) (85,715) Convertible senior subordinated notes, net 318,969 239,285 Finance leases — 4 Total long-term debt and finance leases, net 318,969 239,289 Less current portion of finance leases — (4) Total long-term debt, net $ 318,969 $ 239,285 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2020 1,386,908 $ 44.14 Granted 774,352 52.80 Vested (469,958) 48.59 Forfeited (66,779) 55.86 Outstanding at September 30, 2021 1,624,523 $ 46.50 |
Schedule of weighted average assumptions for employee grants | Nine Months Ended September 30, Valuation assumptions: 2021 2020 Expected volatility 58.57 % 56.10 % Expected term (years) 5.48 5.25 Risk-free interest rate 0.50 % 1.22 % 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, 2020 2,096,556 $ 27.74 Granted 2,500 55.01 Exercised (336,021) 11.78 Forfeited (91,355) 46.19 Outstanding at September 30, 2021 1,671,680 $ 29.98 5.7 $ 12,679 Options vested and expected to vest at September 30, 2021 1,671,680 $ 29.98 5.7 $ 12,679 Exercisable at September 30, 2021 1,446,392 $ 26.30 5.4 $ 12,679 |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Cost of revenue - product $ 255 $ 192 $ 851 $ 567 Cost of revenue - service 1,105 828 3,524 2,430 Research and development 1,658 1,717 5,919 4,197 Sales and marketing 556 564 2,523 1,615 General and administrative 4,437 4,797 16,145 13,599 Total stock-based compensation expense $ 8,011 $ 8,098 $ 28,962 $ 22,408 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of carrying value and fair value of financial instruments | Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 318,969 $ 273,003 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting | |
Schedule of reportable operating segment information | CareVention HealthCare MedWise HealthCare Consolidated Revenue: Three Months Ended September 30, 2021 Product revenue $ 50,321 $ 315 $ 50,636 Service revenue PACE solutions 14,707 — 14,707 Medication safety services — 9,467 9,467 Software subscription and services — 11,776 11,776 Total service revenue 14,707 21,243 35,950 Total revenue $ 65,028 $ 21,558 $ 86,586 Three Months Ended September 30, 2020 Product revenue $ 39,086 $ 279 $ 39,365 Service revenue PACE solutions 11,214 — 11,214 Medication safety services — 9,817 9,817 Software subscription and services — 10,110 10,110 Total service revenue 11,214 19,927 31,141 Total revenue $ 50,300 $ 20,206 $ 70,506 Nine Months Ended September 30, 2021 Product revenue $ 139,021 $ 475 $ 139,496 Service revenue PACE solutions 42,973 — 42,973 Medication safety services — 31,247 31,247 Software subscription and services — 31,859 31,859 Total service revenue 42,973 63,106 106,079 Total revenue $ 181,994 $ 63,581 $ 245,575 Nine Months Ended September 30, 2020 Product revenue $ 115,103 $ 722 $ 115,825 Service revenue PACE solutions 34,307 — 34,307 Medication safety services — 39,844 39,844 Software subscription and services — 30,191 30,191 Total service revenue 34,307 70,035 104,342 Total revenue $ 149,410 $ 70,757 $ 220,167 CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Three Months Ended September 30, 2021 Adjusted EBITDA (loss) $ 14,014 $ 2,618 $ (10,915) $ 5,717 Three Months Ended September 30, 2020 Adjusted EBITDA (loss) $ 12,735 $ 1,009 $ (8,650) $ 5,094 Nine Months Ended September 30, 2021 Adjusted EBITDA (loss) $ 40,983 $ 7,532 $ (33,236) $ 15,279 Nine Months Ended September 30, 2020 Adjusted EBITDA (loss) $ 36,560 $ 8,537 $ (28,062) $ 17,035 |
Schedules of reconciliation of net loss to Adjusted EBITDA | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Reconciliation of Net Loss to Adjusted EBITDA Net loss $ (17,111) $ (21,589) $ (57,684) $ (50,336) Add: Interest expense, net 2,230 4,722 6,959 14,000 Income tax expense (benefit) 134 (1,830) 466 (5,705) Depreciation and amortization 12,099 12,199 35,343 32,323 Change in fair value of acquisition-related contingent consideration expense — 2,005 — 2,605 Settlement — — 500 — Severance expense 354 917 516 917 Acquisition-related expense — 572 217 823 Stock-based compensation expense 8,011 8,098 28,962 22,408 Adjusted EBITDA $ 5,717 $ 5,094 $ 15,279 $ 17,035 |
Nature of Business (Details)
Nature of Business (Details) pharmacy in Thousands, individual in Thousands, $ in Billions | 9 Months Ended |
Sep. 30, 2021USD ($)Institutionplanpharmacyitemindividual | |
Nature of Business | |
Estimated U.S. annual cost for adverse drug events | $ | $ 528 |
Number of call centers | 7 |
Minimum | |
Nature of Business | |
Estimated annual deaths in U.S. due to adverse drug events | individual | 275 |
Health plans | Minimum | |
Nature of Business | |
Number of organizations served | plan | 400 |
Pharmacies | |
Nature of Business | |
Number of organizations served | pharmacy | 19 |
Hospitals | Minimum | |
Nature of Business | |
Number of organizations served | Institution | 150 |
At-risk provider-based groups | Minimum | |
Nature of Business | |
Number of organizations served | 140 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Number of operating segment | 2 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 12, 2019 |
Recent Accounting Pronouncements | ||||||||||
Stockholders' Equity Attributable to Parent | $ 67,248 | $ 75,777 | $ 83,624 | $ 168,529 | $ 164,706 | $ 173,423 | $ 179,401 | $ 185,548 | ||
Additional paid-in capital | 310,514 | 352,445 | ||||||||
Deferred tax liability, net | 1,226 | 3,354 | ||||||||
Accumulated deficit | $ (238,976) | (179,900) | ||||||||
Convertible Senior Subordinated Notes | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Interest rate (as a percent) | 1.75% | 1.75% | ||||||||
Long term debt, net | $ 318,969 | 239,285 | ||||||||
Accounting Standards Update 2020-06 | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Stockholders' Equity Attributable to Parent | (76,242) | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Additional paid-in capital | (74,850) | |||||||||
Deferred tax liability, net | (2,465) | |||||||||
Accumulated deficit | (1,392) | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Convertible Senior Subordinated Notes | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Long term debt, net | $ 78,707 |
Revenue - General (Details)
Revenue - General (Details) | 9 Months Ended |
Sep. 30, 2021 | |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of revenue | ||||
Total revenue | $ 86,586 | $ 70,506 | $ 245,575 | $ 220,167 |
Product | ||||
Disaggregation of revenue | ||||
Total revenue | 50,636 | 39,365 | 139,496 | 115,825 |
Service | ||||
Disaggregation of revenue | ||||
Total revenue | 35,950 | 31,141 | 106,079 | 104,342 |
PACE solutions | ||||
Disaggregation of revenue | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
Medication safety services | ||||
Disaggregation of revenue | ||||
Total revenue | 9,467 | 9,817 | 31,247 | 39,844 |
Software subscription and services | ||||
Disaggregation of revenue | ||||
Total revenue | 11,776 | 10,110 | 31,859 | 30,191 |
CareVention HealthCare | ||||
Disaggregation of revenue | ||||
Total revenue | 65,028 | 50,300 | 181,994 | 149,410 |
CareVention HealthCare | Product | ||||
Disaggregation of revenue | ||||
Total revenue | 50,321 | 39,086 | 139,021 | 115,103 |
CareVention HealthCare | PACE product revenue | ||||
Disaggregation of revenue | ||||
Total revenue | 50,321 | 39,086 | 139,021 | 115,103 |
CareVention HealthCare | Service | ||||
Disaggregation of revenue | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
CareVention HealthCare | PACE solutions | ||||
Disaggregation of revenue | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
MedWise HealthCare | ||||
Disaggregation of revenue | ||||
Total revenue | 21,558 | 20,206 | 63,581 | 70,757 |
MedWise HealthCare | Product | ||||
Disaggregation of revenue | ||||
Total revenue | 315 | 279 | 475 | 722 |
MedWise HealthCare | Service | ||||
Disaggregation of revenue | ||||
Total revenue | 21,243 | 19,927 | 63,106 | 70,035 |
MedWise HealthCare | Medication safety services | ||||
Disaggregation of revenue | ||||
Total revenue | 9,467 | 9,817 | 31,247 | 39,844 |
MedWise HealthCare | Software subscription and services | ||||
Disaggregation of revenue | ||||
Total revenue | $ 11,776 | $ 10,110 | $ 31,859 | $ 30,191 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Balances | |||
Contract assets | $ 11,638 | $ 7,601 | |
Contract liabilities | $ 4,549 | $ 3,876 | $ 4,930 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contract assets: | ||
Contract assets, beginning of period | $ 7,601 | |
Decreases due to cash received | (8,881) | |
Changes to the contract assets at the beginning of the period as a result of changes in estimates | 2,391 | |
Changes during the period, net of reclassifications to receivables | 10,527 | |
Contract assets, end of period | 11,638 | |
Contract liabilities: | ||
Contract liabilities, beginning of period | 3,876 | $ 4,930 |
Revenue recognized that was included in the contract liabilities balance at the beginning of the period | (2,708) | $ (3,783) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 3,381 | |
Contract liabilities, end of period | $ 4,549 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator (basic and diluted): | ||||
Net loss, basic | $ (17,111) | $ (21,589) | $ (57,684) | $ (50,336) |
Net loss, diluted | $ (17,111) | $ (21,589) | $ (57,684) | $ (50,336) |
Denominator (basic and diluted): | ||||
Weighted average common shares outstanding, basic (in shares) | 23,407,391 | 21,779,808 | 23,230,138 | 21,571,214 |
Weighted average common shares outstanding, diluted (in shares) | 23,407,391 | 21,779,808 | 23,230,138 | 21,571,214 |
Net loss per share, basic (in dollars per share) | $ (0.73) | $ (0.99) | $ (2.48) | $ (2.33) |
Net loss per share, diluted (in dollars per share) | $ (0.73) | $ (0.99) | $ (2.48) | $ (2.33) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
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 | 12,588,989 | 8,135,170 |
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 | 1,671,680 | 2,188,239 |
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 | 1,624,523 | 1,300,538 |
Common stock warrants/Convertible note 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 |
Option indexed to own shares, convertible senior subordinated notes | ||
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 |
Acquisitions - Personica (Detai
Acquisitions - Personica (Details) - Personica, LLC - USD ($) $ in Thousands | Oct. 05, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 |
Acquisition | |||||
Cash consideration | $ 10,000 | ||||
Issuance of common stock (in shares) | 555,555 | ||||
Purchase price consideration | |||||
Stock consideration at closing | $ 23,589 | ||||
Notes | |||||
Acquisition | |||||
Amount of promissory notes | $ 17,000 | ||||
Amount of promissory notes paid in cash during period | $ 3,550 | $ 5,500 | $ 7,500 | ||
Notes | Forecast | |||||
Acquisition | |||||
Amount of promissory notes paid in cash during period | $ 450 |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Acquisitions | ||
Revenue | $ 73,490 | $ 228,943 |
Net loss | $ (22,420) | $ (50,705) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Current Assets | ||
Contract assets | $ 11,638 | $ 7,601 |
Non-trade receivables | 1,611 | 647 |
Other | 2,149 | 1,504 |
Total other current assets | $ 15,398 | $ 9,752 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property and Equipment | |||||
Depreciation and amortization | $ 12,099 | $ 12,199 | $ 35,343 | $ 32,323 | |
Property and equipment | |||||
Property and Equipment | |||||
Accumulated depreciation | 20,861 | 20,861 | $ 17,922 | ||
Depreciation and amortization | $ 1,109 | $ 1,272 | $ 3,616 | $ 3,774 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Software Development Costs | |||||
Software development costs | $ 71,205 | $ 71,205 | $ 48,548 | ||
Less: accumulated amortization | (30,908) | (30,908) | (20,666) | ||
Software development costs, net | 40,297 | 40,297 | 27,882 | ||
Capitalized software development costs included above not yet subject to amortization | 9,518 | 9,518 | $ 4,382 | ||
Amortization expense | $ 3,913 | $ 2,636 | $ 10,242 | $ 6,613 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill and related changes | |
Goodwill at beginning of period | $ 170,862 |
Adjustments to goodwill related to prior year acquisitions | (27) |
Goodwill at end of period | 170,835 |
CareVention HealthCare | |
Goodwill and related changes | |
Goodwill at beginning of period | 115,350 |
Adjustments to goodwill related to prior year acquisitions | (27) |
Goodwill at end of period | 115,323 |
MedWise HealthCare | |
Goodwill and related changes | |
Goodwill at beginning of period | 55,512 |
Goodwill at end of period | $ 55,512 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible Assets | |||||
Gross Value | $ 245,223 | $ 245,223 | $ 260,629 | ||
Accumulated Amortization | (83,597) | (83,597) | (77,535) | ||
Intangible Assets, net | 161,626 | 161,626 | $ 183,094 | ||
Amortization expense | 7,060 | $ 8,291 | $ 21,468 | $ 21,936 | |
Trade name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 2 years 1 month 6 days | 3 years 8 months 12 days | |||
Gross Value | 5,529 | $ 5,529 | $ 11,955 | ||
Accumulated Amortization | (2,987) | (2,987) | (8,286) | ||
Intangible Assets, net | 2,542 | $ 2,542 | $ 3,669 | ||
Client relationships | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 11 years 6 months | 12 years 2 months 12 days | |||
Gross Value | 145,629 | $ 145,629 | $ 152,654 | ||
Accumulated Amortization | (34,871) | (34,871) | (32,437) | ||
Intangible Assets, net | 110,758 | $ 110,758 | $ 120,217 | ||
Non-competition agreement | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 5 years | 5 years | |||
Gross Value | 6,892 | $ 6,892 | $ 6,892 | ||
Accumulated Amortization | (5,010) | (5,010) | (3,976) | ||
Intangible Assets, net | 1,882 | $ 1,882 | $ 2,916 | ||
Developed technology | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 7 years 7 months 6 days | 8 years | |||
Gross Value | 65,414 | $ 65,414 | $ 67,369 | ||
Accumulated Amortization | (29,492) | (29,492) | (24,858) | ||
Intangible Assets, net | 35,922 | $ 35,922 | $ 42,511 | ||
Patient database | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 5 years | 5 years | |||
Gross Value | 21,700 | $ 21,700 | $ 21,700 | ||
Accumulated Amortization | (11,212) | (11,212) | (7,957) | ||
Intangible Assets, net | 10,488 | $ 10,488 | $ 13,743 | ||
Domain name | |||||
Intangible Assets | |||||
Weighted Average Amortization Period | 10 years | 10 years | |||
Gross Value | 59 | $ 59 | $ 59 | ||
Accumulated Amortization | (25) | (25) | (21) | ||
Intangible Assets, net | $ 34 | $ 34 | $ 38 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated amortization expense | ||
2021 (October 1 - December 31) | $ 6,974 | |
2022 | 27,089 | |
2023 | 25,804 | |
2024 | 18,521 | |
2025 | 14,038 | |
2026 | 12,830 | |
Thereafter | 56,370 | |
Total estimated amortization expense | $ 161,626 | $ 183,094 |
Notes Payable Related to Acqu_2
Notes Payable Related to Acquisition (Details) - USD ($) $ in Thousands | Oct. 05, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Notes Payable Related to Acquisition | ||||||||
Acquisition-related notes payable | $ 3,995 | $ 3,995 | $ 16,662 | |||||
Notes | Personica, LLC | ||||||||
Notes Payable Related to Acquisition | ||||||||
Amount of promissory notes | $ 17,000 | |||||||
Amount of promissory notes paid in cash during period | $ 3,550 | $ 5,500 | $ 7,500 | |||||
Interest rate (as a percent) | 3.25% | |||||||
Acquisition-related notes payable | $ 16,355 | 3,995 | 3,995 | $ 16,662 | ||||
Interest expense | 112 | 474 | ||||||
Paid or accrued interest | 33 | 141 | ||||||
Non-cash accretion of discounts | $ 79 | $ 333 | ||||||
Notes | Personica, LLC | Forecast | ||||||||
Notes Payable Related to Acquisition | ||||||||
Amount of promissory notes paid in cash during period | $ 450 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 9,389 | $ 8,218 |
Contract liability | 3,986 | 3,205 |
Customer deposits | 904 | 904 |
Client funds obligations | 4,014 | 5,170 |
Contract labor | 888 | 1,374 |
Interest | 1,006 | 3,690 |
Professional fees | 840 | 572 |
Consideration payable to customer | 11,463 | 5,968 |
Non-income taxes payable | 158 | 151 |
Other expenses | 2,795 | 2,716 |
Total accrued expenses and other liabilities | $ 35,443 | $ 31,968 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - USD ($) $ in Thousands | Dec. 18, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 06, 2017 |
2020 Credit Facility and 2015 Line of Credit | |||||||
Lines of Credit | |||||||
Interest expense | $ 0 | $ 0 | |||||
Aggregate borrowings outstanding during the period | $ 0 | $ 0 | |||||
2015 Line of Credit | |||||||
Lines of Credit | |||||||
Maximum borrowing capacity | $ 60,000 | ||||||
Sublimit of loan | $ 1,000 | ||||||
Letter of credit outstanding | $ 100 | $ 100 | |||||
Interest rate (as a percent) | 5.50% | 5.50% | |||||
2020 Credit Facility | |||||||
Lines of Credit | |||||||
Maximum borrowing capacity | $ 120,000 | ||||||
Sublimit of loan | 1,000 | ||||||
Amount available to be maintained for draw | $ 10,000,000 | ||||||
Trailing period | 12 months | 12 months | |||||
Commitment fee at closing (as a percent) | 0.50% | ||||||
Commitment fee payable on each anniversary (as a percent) | 0.25% | ||||||
Aggregate borrowings outstanding | 27,500 | $ 27,500 | |||||
Amounts available for borrowings | 31,075 | 31,075 | |||||
Unused commitments | $ 92,500 | $ 92,500 | |||||
Interest rate (as a percent) | 3.33% | 3.33% | |||||
Effective rate, unused line fee (as a percent) | 0.45% | 0.45% | |||||
Interest expense | $ 314 | $ 842 | |||||
Deferred financing costs, gross | $ 1,184 | ||||||
Amortization of deferred financing costs to interest expense | 136 | $ 79 | 404 | $ 278 | |||
Deferred financing costs, net | $ 760 | $ 760 | $ 1,156 | ||||
2020 Credit Facility | Maximum | |||||||
Lines of Credit | |||||||
Leverage ratio | 3 | ||||||
2020 Credit Facility | LIBOR | |||||||
Lines of Credit | |||||||
Spread on variable rate (as a percent) | 3.25% |
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 ($)D$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jan. 01, 2021 | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Lines of Credit and Long-Term Debt | ||||||||||||
Accrued interest payable | $ 1,006 | $ 1,006 | $ 3,690 | |||||||||
Cash paid for interest | 8,169 | $ 5,690 | ||||||||||
Stockholders' equity | 67,248 | $ 164,706 | 67,248 | 164,706 | $ 75,777 | $ 83,624 | 168,529 | $ 173,423 | $ 179,401 | $ 185,548 | ||
Additional paid-in capital | 310,514 | 310,514 | 352,445 | |||||||||
Deferred income tax liability, net | 1,226 | 1,226 | 3,354 | |||||||||
Accumulated deficit | (238,976) | (238,976) | (179,900) | |||||||||
Convertible Senior Subordinated Notes | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Aggregate borrowings | $ 325,000 | $ 325,000 | $ 325,000 | |||||||||
Interest rate (as a percent) | 1.75% | 1.75% | 1.75% | |||||||||
Initial conversion rate | 0.0142966 | |||||||||||
Initial conversion price | $ / shares | $ 69.95 | |||||||||||
Principal amount | $ 1 | |||||||||||
Carrying amount of the equity component representing the conversion option | 102,900 | |||||||||||
Deferred tax effect | $ 25,884 | |||||||||||
Effective interest rate | 8.05% | 2.20% | ||||||||||
Debt issuance costs | $ 9,372 | |||||||||||
Issuance costs attributable to the liability component | $ 6,405 | |||||||||||
Accrued interest payable | $ 711 | $ 711 | ||||||||||
Long term debt, net | 318,969 | 318,969 | 239,285 | |||||||||
Convertible Senior Subordinated Notes | Debt Conversion Scenario One | ||||||||||||
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% | |||||||||||
Convertible Senior Subordinated Notes | Debt Conversion Scenario Two | ||||||||||||
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% | |||||||||||
Convertible Senior Subordinated Notes, Excluding Restrictive Legend Impact | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Interest expense | 1,750 | 4,702 | 5,243 | 13,913 | ||||||||
Paid or accrued interest | 1,423 | 1,422 | 4,266 | 4,266 | ||||||||
Non-cash accretion of discounts | 327 | $ 3,280 | 977 | $ 9,647 | ||||||||
Convertible Senior Subordinated Notes, Restrictive Legend Impact | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Interest expense | 212 | |||||||||||
Accrued interest payable | $ 1,625 | $ 1,625 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Stockholders' equity | (76,242) | |||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Additional paid-in capital | (74,850) | |||||||||||
Deferred income tax liability, net | (2,465) | |||||||||||
Accumulated deficit | (1,392) | |||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Convertible Senior Subordinated Notes | Accounting Standards Update 2020-06 | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Long term debt, net | 78,707 | |||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2020-06 | ||||||||||||
Lines of Credit and Long-Term Debt | ||||||||||||
Issuance costs attributable to the liability component | $ 7,008 |
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 | Sep. 30, 2021 |
Warrants and options indexed to Company's stock | ||
Warrants exercised | 0 | |
Option indexed to own shares, convertible senior subordinated notes | ||
Warrants and options indexed to Company's stock | ||
Options indexed to Company's stock (in shares) | 4,646,393 | |
Price of options indexed to Company's stock (in dollars per share) | $ 105.58 | |
Proceeds from sale of warrants | $ 65,910 | |
Common stock warrants/Convertible note warrants | ||
Warrants and options indexed to Company's stock | ||
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Capital Lease Obligations | ||
Finance leases | $ 4 | |
Total long-term debt and finance leases, net | $ 318,969 | 239,289 |
Less current portion of finance leases | (4) | |
Total long-term debt, net | 318,969 | 239,285 |
Convertible Senior Subordinated Notes | ||
Capital Lease Obligations | ||
Convertible senior subordinated notes | 325,000 | 325,000 |
Unamortized discount, including debt issuance costs, on convertible senior subordinated notes | (6,031) | (85,715) |
Convertible senior subordinated notes, net | $ 318,969 | $ 239,285 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes | ||||
Deferred tax assets | $ 26,313 | $ 26,313 | ||
Increase (decrease) valuation allowance | 26,313 | |||
Income tax expense (benefit) | $ 134 | $ (1,830) | $ 466 | $ (5,705) |
Effective tax rate (as a percent) | (0.80%) | 7.80% | (0.80%) | 10.20% |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - 2016 Plan - shares | Jan. 02, 2021 | Sep. 30, 2016 | Sep. 30, 2021 |
Stock-Based Compensation | |||
Automatic increase on share reserve (as a percent) | 5.00% | ||
Additional shares authorized | 1,200,244 | ||
Available for future grant (in shares) | 1,665,184 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted average grant date fair value | ||||
Stock-based compensation expense (in dollars) | $ 8,011 | $ 8,098 | $ 28,962 | $ 22,408 |
Restricted stock | ||||
Number of shares | ||||
Outstanding at beginning of period (in shares) | 1,386,908 | |||
Granted (in shares) | 774,352 | |||
Vested (in shares) | (469,958) | |||
Forfeited (in shares) | (66,779) | |||
Outstanding at end of period (in shares) | 1,624,523 | 1,624,523 | ||
Weighted average grant date fair value | ||||
Outstanding at beginning of period (in dollars per share) | $ 44.14 | |||
Granted (in dollars per share) | 52.80 | |||
Vested (in dollars per share) | 48.59 | |||
Forfeited (in dollars per share) | 55.86 | |||
Outstanding at end of period (in dollars per share | $ 46.50 | $ 46.50 | ||
Stock-based compensation expense (in dollars) | $ 6,447 | $ 5,398 | $ 22,846 | $ 14,346 |
Unrecognized compensation expense (in dollars) | $ 52,583 | $ 52,583 | ||
Weighted average period expected to be recognized | 2 years 7 months 6 days |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2021 | Apr. 27, 2021 | Oct. 29, 2020 | May 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Stock-Based Compensation | ||||||||
Stock- based compensation expense | $ 8,011 | $ 8,098 | $ 28,962 | $ 22,408 | ||||
Performance-Based Equity Awards | Award Date, May 4, 2020 | ||||||||
Stock-Based Compensation | ||||||||
Granted (in shares) | 10,686 | |||||||
Vesting period | 2 years | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 56.14 | |||||||
Stock- based compensation expense | 0 | |||||||
Unrecognized compensation expense (in dollars) | 600 | 600 | ||||||
Performance-Based Equity Awards | Award Date, October 29, 2020 | ||||||||
Stock-Based Compensation | ||||||||
Granted (in shares) | 26,400 | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 35.95 | |||||||
Stock- based compensation expense | 194 | 556 | ||||||
Unrecognized compensation expense (in dollars) | $ 191 | $ 191 | ||||||
Expired (in shares) | 1,400 | |||||||
Performance-Based Equity Awards | Award Date, April 27, 2021 | ||||||||
Stock-Based Compensation | ||||||||
Number of target shares | 92,725 | 92,725 | ||||||
Vesting period | 3 years | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 44.13 | |||||||
Stock- based compensation expense | $ (216) | $ 0 | ||||||
Maximum number of achievable performance stock units | 185,450 | 185,450 | ||||||
Performance-Based Equity Awards | Award Date, April 27, 2021 | Minimum | ||||||||
Stock-Based Compensation | ||||||||
Vesting (as a percent) | 0.00% | |||||||
Performance-Based Equity Awards | Award Date, April 27, 2021 | Maximum | ||||||||
Stock-Based Compensation | ||||||||
Unrecognized compensation expense (in dollars) | $ 8,184 | $ 8,184 | ||||||
Vesting (as a percent) | 200.00% |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation | ||||||
Stock-based compensation expense (in dollars) | $ 8,011 | $ 8,098 | $ 28,962 | $ 22,408 | ||
Other stock awards | ||||||
Stock-Based Compensation | ||||||
Issuance of common stock awards (in shares) | 1,416 | 9,386 | ||||
Weighted average grant-date fair value (in dollars per share) | $ 40.85 | $ 52.29 | ||||
Stock-based compensation expense (in dollars) | $ 58 | $ 491 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation | ||||
Stock-based compensation expense (in dollars) | $ 8,011 | $ 8,098 | $ 28,962 | $ 22,408 |
Stock options | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense (in dollars) | $ 1,586 | $ 2,700 | $ 5,502 | $ 7,571 |
Valuation assumptions: | ||||
Expected volatility (as a percent) | 58.57% | 56.10% | ||
Expected term (years) | 5 years 5 months 23 days | 5 years 3 months | ||
Risk-free interest rate (as a percent) | 0.50% | 1.22% | ||
Weighted average grant-date fair value (in dollars per share) | $ 28.26 | $ 33.78 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 2,096,556 | |
Granted (in shares) | 2,500 | |
Exercised (in shares) | (336,021) | |
Forfeited (in shares) | (91,355) | |
Outstanding at end of the period (in shares) | 1,671,680 | |
Options vested and expected to vest at end of the period (in shares) | 1,671,680 | |
Exercisable at end of period (in shares) | 1,446,392 | |
Weighted average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 27.74 | |
Granted (in dollars per share) | 55.01 | |
Exercised (in dollars per share) | 11.78 | |
Forfeited (in dollars per share) | 46.19 | |
Outstanding at end of period (in dollars per share) | 29.98 | |
Options vested and expected to vest at end of period (in dollars per share) | 29.98 | |
Exercisable at end of period (in dollars per share) | $ 26.30 | |
Weighted average remaining contractual term | ||
Outstanding | 5 years 8 months 12 days | |
Options vested and expected to vest at of the period | 5 years 8 months 12 days | |
Exercisable | 5 years 4 months 24 days | |
Aggregate intrinsic value | ||
Outstanding (in dollars) | $ 12,679 | |
Options vested and expected to vest at end of period (in dollars) | 12,679 | |
Exercisable (in dollars) | 12,679 | |
Additional disclosures | ||
Intrinsic value of options exercised (in dollars) | 11,113 | $ 19,850 |
Proceeds from stock options exercised (in dollars) | 3,683 | $ 3,225 |
Stock options | ||
Additional disclosures | ||
Unrecognized compensation cost (in dollars) | $ 6,740 | |
Weighted average period expected to be recognized | 1 year 3 months 18 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | $ 8,011 | $ 8,098 | $ 28,962 | $ 22,408 |
Cost of revenue - product | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 255 | 192 | 851 | 567 |
Cost of revenue - service | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 1,105 | 828 | 3,524 | 2,430 |
Research and development | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 1,658 | 1,717 | 5,919 | 4,197 |
Sales and marketing | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | 556 | 564 | 2,523 | 1,615 |
General and administrative | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense (in dollars) | $ 4,437 | $ 4,797 | $ 16,145 | $ 13,599 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Discount (as a percent) | 15.00% |
Number of shares reserved for issuance | 480,097 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Change in fair value | ||||
Payments of contingent consideration | $ 99 | $ 3,504 | ||
Change in fair value of acquisition-related contingent consideration expense | $ 2,005 | 2,605 | ||
Cognify, Inc | ||||
Change in fair value | ||||
Amount of accelerated payment paid or to be paid | 13,413 | 13,413 | ||
Payments of contingent consideration | $ 166 | $ 6,394 | ||
Issuance of common stock (in shares) | 135,434 | |||
Estimated fair value of contingent consideration | $ 6,853 | |||
Change in fair value of acquisition-related contingent consideration expense | $ 2,005 | $ 2,605 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - Convertible Senior Subordinated Notes - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 12, 2019 |
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 | $ 325,000 | |
Carrying Value | |||
Fair Value Measurements | |||
Debt instrument | 318,969 | ||
Fair Value | |||
Fair Value Measurements | |||
Debt instrument | $ 273,003 |
Commitments and Contingencies -
Commitments and Contingencies - Vendor Purchase Agreements (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Mar. 29, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Thrifty Drug Stores, Inc. | |||||
Purchase Agreements | |||||
Purchase obligation (as a percent) | 98.00% | ||||
Amount due as a result of prescription drug purchases | $ 1,568 | $ 1,985 | |||
Hosting services | |||||
Purchase Agreements | |||||
Minimum purchase obligation | $ 1,240 | ||||
Data aggregation partner | |||||
Purchase Agreements | |||||
Purchase obligation period | 3 years | ||||
Monthly minimum purchase obligation | $ 30 |
Segment Reporting - Revenue (De
Segment Reporting - Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Segment Reporting | ||||
Number of operating segment | segment | 2 | |||
Number of reportable segment | segment | 2 | |||
Total revenue | $ 86,586 | $ 70,506 | $ 245,575 | $ 220,167 |
Product | ||||
Segment Reporting | ||||
Total revenue | 50,636 | 39,365 | 139,496 | 115,825 |
Service | ||||
Segment Reporting | ||||
Total revenue | 35,950 | 31,141 | 106,079 | 104,342 |
PACE solutions | ||||
Segment Reporting | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
Medication safety services | ||||
Segment Reporting | ||||
Total revenue | 9,467 | 9,817 | 31,247 | 39,844 |
Software subscription and services | ||||
Segment Reporting | ||||
Total revenue | 11,776 | 10,110 | 31,859 | 30,191 |
CareVention HealthCare | ||||
Segment Reporting | ||||
Total revenue | 65,028 | 50,300 | 181,994 | 149,410 |
CareVention HealthCare | Product | ||||
Segment Reporting | ||||
Total revenue | 50,321 | 39,086 | 139,021 | 115,103 |
CareVention HealthCare | Service | ||||
Segment Reporting | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
CareVention HealthCare | PACE solutions | ||||
Segment Reporting | ||||
Total revenue | 14,707 | 11,214 | 42,973 | 34,307 |
MedWise HealthCare | ||||
Segment Reporting | ||||
Total revenue | 21,558 | 20,206 | 63,581 | 70,757 |
MedWise HealthCare | Product | ||||
Segment Reporting | ||||
Total revenue | 315 | 279 | 475 | 722 |
MedWise HealthCare | Service | ||||
Segment Reporting | ||||
Total revenue | 21,243 | 19,927 | 63,106 | 70,035 |
MedWise HealthCare | Medication safety services | ||||
Segment Reporting | ||||
Total revenue | 9,467 | 9,817 | 31,247 | 39,844 |
MedWise HealthCare | Software subscription and services | ||||
Segment Reporting | ||||
Total revenue | $ 11,776 | $ 10,110 | $ 31,859 | $ 30,191 |
Segment Reporting - EBITDA (Det
Segment Reporting - EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting | ||||
Adjusted EBITDA (loss) | $ 5,717 | $ 5,094 | $ 15,279 | $ 17,035 |
Shared Services | ||||
Segment Reporting | ||||
Adjusted EBITDA (loss) | (10,915) | (8,650) | (33,236) | (28,062) |
CareVention HealthCare | Operating Segments | ||||
Segment Reporting | ||||
Adjusted EBITDA (loss) | 14,014 | 12,735 | 40,983 | 36,560 |
MedWise HealthCare | Operating Segments | ||||
Segment Reporting | ||||
Adjusted EBITDA (loss) | $ 2,618 | $ 1,009 | $ 7,532 | $ 8,537 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Net Loss to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of Net Loss to Adjusted EBITDA | ||||||||
Net loss | $ (17,111) | $ (21,081) | $ (19,492) | $ (21,589) | $ (14,310) | $ (14,437) | $ (57,684) | $ (50,336) |
Interest expense, net | 2,230 | 4,722 | 6,959 | 14,000 | ||||
Income tax expense (benefit) | 134 | (1,830) | 466 | (5,705) | ||||
Depreciation and amortization | 12,099 | 12,199 | 35,343 | 32,323 | ||||
Change in fair value of acquisition-related contingent consideration expense | 2,005 | 2,605 | ||||||
Settlement | 500 | |||||||
Severance expense | 354 | 917 | 516 | 917 | ||||
Acquisition-related expense | 572 | 217 | 823 | |||||
Stock- based compensation expense | 8,011 | 8,098 | 28,962 | 22,408 | ||||
Adjusted EBITDA | $ 5,717 | $ 5,094 | $ 15,279 | $ 17,035 |