Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
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 | 45-5726437 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 647,821,150 | ||
Entity Common Stock, Shares Outstanding | 25,731,807 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Philadelphia, PA | ||
Auditor Firm ID | 185 | ||
Entity Central Index Key | 0001651561 | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 9,668 | $ 23,362 |
Restricted cash | 6,038 | 5,170 |
Accounts receivable, net of allowance of $402 and $224, respectively | 34,051 | 32,516 |
Inventories | 5,444 | 4,261 |
Prepaid expenses | 4,993 | 3,739 |
Client claims receivable | 11,257 | 14,412 |
Other current assets | 18,444 | 9,752 |
Total current assets | 89,895 | 93,212 |
Property and equipment, net | 13,675 | 15,070 |
Operating lease right-of-use assets | 21,053 | 21,711 |
Software development costs, net | 45,194 | 27,882 |
Goodwill | 170,835 | 170,862 |
Intangible assets, net | 154,650 | 183,094 |
Other assets | 4,116 | 2,609 |
Total assets | 499,418 | 514,440 |
Current liabilities: | ||
Current portion of finance leases | 4 | |
Current operating lease liabilities | 4,688 | 4,402 |
Acquisition-related contingent consideration | 166 | |
Acquisition-related notes payable | 16,662 | |
Accounts payable | 13,178 | 11,245 |
Client claims payable | 8,398 | 7,773 |
Accrued expenses and other liabilities | 47,656 | 31,968 |
Total current liabilities | 73,920 | 72,220 |
Line of credit | 29,500 | 10,000 |
Long-term debt, net | 319,299 | 239,285 |
Noncurrent operating lease liabilities | 19,230 | 20,381 |
Deferred income tax liability, net | 1,402 | 3,354 |
Other long-term liabilities | 311 | 671 |
Total liabilities | 443,662 | 345,911 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 26,036,236 and 24,222,674 shares issued and 25,666,434 and 24,004,896 shares outstanding at December 31, 2021 and December 31, 2020, respectively | 3 | 2 |
Treasury stock, at cost; 369,802 and 217,778 shares at December 31, 2021 and December 31, 2020, respectively | (4,292) | (4,018) |
Additional paid-in capital | 320,392 | 352,445 |
Accumulated deficit | (260,347) | (179,900) |
Total stockholders' equity | 55,756 | 168,529 |
Total liabilities and stockholders' equity | $ 499,418 | $ 514,440 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for accounts receivable | $ 402 | $ 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 | 26,036,236 | 24,222,674 |
Common stock, shares outstanding | 25,666,434 | 24,004,896 |
Treasury stock (in shares) | 369,802 | 217,778 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 331,260 | $ 297,219 | $ 284,707 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | 233,356 | 204,812 | 181,355 |
Operating expenses: | |||
Research and development | 19,791 | 18,180 | 21,739 |
Sales and marketing | 25,969 | 21,547 | 25,273 |
General and administrative | 73,759 | 65,378 | 50,897 |
Change in fair value of acquisition-related contingent consideration expense | 2,613 | 3,816 | |
Intangible asset impairment charge | 0 | 5,040 | 0 |
Depreciation and amortization | 47,706 | 45,040 | 34,276 |
Total operating expenses | 167,225 | 157,798 | 136,001 |
Loss from operations | (69,321) | (65,391) | (32,649) |
Interest expense, net | 9,107 | 20,743 | 15,986 |
Loss before income taxes | (78,428) | (86,134) | (48,635) |
Income tax expense (benefit) | 627 | (5,168) | (16,199) |
Net loss | $ (79,055) | $ (80,966) | $ (32,436) |
Net loss per share: | |||
Net loss per share, basic (in dollars per share) | $ (3.39) | $ (3.71) | $ (1.57) |
Net loss per share, diluted (in dollars per share) | $ (3.39) | $ (3.71) | $ (1.57) |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding, basic (in shares) | 23,290,660 | 21,815,388 | 20,622,258 |
Weighted average common shares outstanding, diluted (in shares) | 23,290,660 | 21,815,388 | 20,622,258 |
Product | |||
Revenue: | |||
Total revenue | $ 190,072 | $ 159,593 | $ 137,130 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | 144,091 | 117,171 | 102,351 |
Service | |||
Revenue: | |||
Total revenue | 141,188 | 137,626 | 147,577 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | $ 89,265 | $ 87,641 | $ 79,004 |
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, 2018 | $ 2 | $ (3,825) | $ 209,330 | $ (66,498) | $ 139,009 | |||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 20,719,297 | (161,760) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with acquisition | 9,504 | 9,504 | ||||||
Issuance of common stock in connection with acquisition (in shares) | 149,053 | |||||||
Issuance of common stock awards (in shares) | 83,808 | |||||||
Issuance of restricted stock (in shares) | 591,402 | |||||||
Forfeitures of restricted shares (in shares) | (13,239) | |||||||
Exercise of stock options, net of shares withheld | $ (40) | 3,742 | 3,702 | |||||
Exercise of stock options, net of shares withheld (in shares) | 339,214 | (690) | ||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration | (609) | (609) | ||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration (in shares) | 614,225 | |||||||
Conversion feature of convertible senior subordinated notes, net of allocated debt issuance costs, net of tax effect | 74,850 | 74,850 | ||||||
Purchase of convertible note hedges | (101,660) | (101,660) | ||||||
Sale of warrants in connection with convertible senior subordinated notes | 65,910 | 65,910 | ||||||
Stock-based compensation expense | 27,278 | 27,278 | ||||||
Net loss | (32,436) | (32,436) | ||||||
Balance at end of period at Dec. 31, 2019 | $ 2 | $ (3,865) | 288,345 | (98,934) | 185,548 | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 22,496,999 | (175,689) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with acquisition | 23,589 | 23,589 | ||||||
Issuance of common stock in connection with acquisition (in shares) | 555,555 | |||||||
Issuance of common stock awards (in shares) | 14,386 | |||||||
Issuance of restricted stock (in shares) | 578,261 | |||||||
Forfeitures of restricted shares (in shares) | (51,391) | |||||||
Exercise of stock options, net of shares withheld | $ (153) | 1,103 | 950 | |||||
Exercise of stock options, net of shares withheld (in shares) | 442,039 | (3,198) | ||||||
Share adjustment (in shares) | 12,500 | |||||||
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 | 32,555 | 32,555 | ||||||
Net loss | (80,966) | (80,966) | ||||||
Balance at end of period at Dec. 31, 2020 | $ 2 | $ (4,018) | $ (74,850) | 352,445 | $ (1,392) | (179,900) | $ (76,242) | 168,529 |
Balance at end 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 | $ 1 | 1 | ||||||
Issuance of restricted stock (in shares) | 1,446,376 | |||||||
Forfeitures of restricted shares (in shares) | (145,684) | |||||||
Exercise of stock options, net of shares withheld | $ (274) | 4,343 | 4,069 | |||||
Exercise of stock options, net of shares withheld (in shares) | 365,770 | (6,340) | ||||||
Stock-based compensation expense | 38,454 | 38,454 | ||||||
Net loss | (79,055) | (79,055) | ||||||
Balance at end of period at Dec. 31, 2021 | $ 3 | $ (4,292) | $ 320,392 | $ (260,347) | $ 55,756 | |||
Balance at end of period (in shares) at Dec. 31, 2021 | 26,036,236 | (369,802) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (79,055) | $ (80,966) | $ (32,436) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 47,706 | 45,040 | 34,276 |
Amortization of deferred financing costs and debt discount | 2,185 | 13,637 | 10,877 |
Deferred taxes | 513 | (5,302) | (16,353) |
Stock-based compensation | 38,454 | 32,555 | 27,278 |
Change in fair value of acquisition-related contingent consideration | 2,613 | 3,816 | |
Acquisition-related contingent consideration paid | (67) | (2,593) | (24,480) |
Intangible asset impairment | 0 | 5,040 | 0 |
Other noncash items | 39 | (66) | 20 |
Changes in operating assets and liabilities, net of effect from acquisitions: | |||
Accounts receivable, net | (1,526) | (2,448) | 1,444 |
Inventories | (1,183) | (239) | (106) |
Prepaid expenses and other current assets | (8,834) | 4,859 | (7,705) |
Client claims receivables | 2,697 | (5,674) | |
Other assets | (2,057) | (494) | (269) |
Accounts payable | 1,982 | 2,149 | (7,809) |
Accrued expenses and other liabilities | 14,294 | (3,642) | 5,712 |
Client claims payables | 664 | (249) | |
Other long-term liabilities | (360) | 598 | (80) |
Net cash provided by (used in)operating activities | 15,452 | 4,818 | (5,815) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (3,350) | (3,091) | (7,474) |
Software development costs | (31,844) | (18,836) | (14,487) |
Purchases of intangible assets | (1,202) | ||
Proceeds from repayment of note receivable | 1,000 | ||
Acquisitions of businesses, net of cash acquired | (6,807) | (158,762) | |
Net cash used in investing activities | (35,194) | (28,734) | (180,925) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 4,072 | 3,943 | 3,702 |
Payments for employee taxes for shares withheld | (3) | (2,993) | |
Payments for debt financing costs | (8) | (1,226) | (9,630) |
Borrowings on line of credit | 29,500 | 10,000 | |
Repayments of line of credit | (10,000) | (45,000) | |
Payment of acquisition-related notes payable | (16,542) | ||
Payments of acquisition-related contingent consideration | (99) | (3,801) | (29,062) |
Repayments of long-term debt and finance leases | (4) | (56) | (968) |
Proceeds from issuance of convertible senior subordinated notes | 325,000 | ||
Proceeds from sale of warrants | 65,910 | ||
Purchase of convertible note hedges | (101,660) | ||
Net cash provided by financing activities | 6,916 | 5,867 | 208,292 |
Net decrease in cash and restricted cash | (12,826) | (18,049) | 21,552 |
Cash and restricted cash, beginning of year | 28,532 | 46,581 | 25,029 |
Cash and restricted cash, end of year | 15,706 | 28,532 | 46,581 |
Supplemental disclosure of cash flow information: | |||
Purchases of property and equipment and software development included in accounts payable and accrued expenses | 134 | 183 | 19 |
Cash paid for interest | 8,678 | 5,808 | 3,181 |
Cash paid for taxes (income tax refund) | 53 | (24) | 381 |
Interest costs capitalized to software development costs | $ 322 | 257 | 321 |
Stock issued in connection with settlement of acquisition-related contingent consideration | 6,853 | ||
Stock issued in connection with acquisitions | 23,589 | $ 9,504 | |
Fair value of promissory notes entered into in connection with acquisition | $ 16,355 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Reconciliation of cash and restricted cash: | ||||
Cash | $ 9,668 | $ 23,362 | $ 42,478 | |
Restricted cash | 6,038 | 5,170 | 4,103 | |
Total cash and restricted cash | $ 15,706 | $ 28,532 | $ 46,581 | $ 25,029 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business | |
Nature of Business | 1. Nature of Busines s 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. 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, many of which are tethered to academic institutions. The Company serves a number of different organizations within the healthcare industry, including more than 350 health plans, approximately 18,000 pharmacies, more than 200 hospital sites, and more than 150 at-risk provider groups, the majority of which are PACE organizations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying 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 annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation . Effective January 1, 2020, in order to facilitate the administration, management, and development of the Company’s business and minimize the burden on the Company’s tax and regulatory reporting obligations, the Company implemented a reorganization pursuant to which all of the Company’s domestic subsidiaries, other than CK Solutions, LLC, merged with and into the Company’s wholly-owned subsidiary CareKinesis, Inc., which had previously changed its legal name on December 20, 2019 to TRHC OpCo, Inc. In the second quarter of 2020, TRHC OpCo, Inc. further changed its name to Tabula Rasa HealthCare Group, Inc. (“TRHC Group”). On January 1, 2022, PersonifilRx, LLC and Personica, LLC merged with and into TRHC Group. Following such reorganizations, the Company’s only directly owned subsidiary is TRHC Group, which is the parent of CK Solutions, LLC, three foreign subsidiaries related to the acquisition of DoseMe Holdings Pty Ltd, and TRHC TPA, LLC. In conjunction with the Company’s reorganization, the Company now operates its business through two segments, CareVention HealthCare and MedWise HealthCare, effective January 1, 2020. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 20 for a discussion of the Company’s reportable segments. (b) Risks Related to the COVID-19 Pandemic The Company continues to closely monitor the impact of the 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, and 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. During 2020 and the first quarter of 2021, overall census growth for Programs of All-Inclusive Care for the Elderly (“PACE”) was below historical levels, which reduced the CareVention HealthCare segment’s growth. During the second quarter of 2021, the Company experienced a recovery in its net PACE census growth to pre-pandemic levels, which continued through the remainder of 2021 and positively impacted revenue within the Company’s CareVention HealthCare segment. The Company’s MedWise HealthCare segment continues to be impacted by the COVID-19 pandemic. Changes made by the Centers for Medicare & Medicaid Services (“CMS”) to their Medicare Part D Star Ratings improvement programs for health plans in response to the COVID-19 pandemic 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 clinical staff. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, the Company is not able to predict the continuing effects that the COVID-19 pandemic may have on its results of operations, financial condition, or liquidity. Management continues to actively monitor the COVID-19 pandemic and is prepared to mitigate potential adverse impacts to its business, including its financial position, liquidity, operations, suppliers, industry, and workforce. (c) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets, including definite-lived intangible assets, (iv) the evaluation of revenue recognition criteria, (v) the evaluation of contract assets and consideration payable to customers related to manufacturer rebates earned by the Company’s pharmacy benefit management solutions, (vi) the realizability of long-lived assets including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, and (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and may, in the future, engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligation is satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional details about the Company’s products and service lines. (e) Cost of Product Revenue (exclusive of depreciation and amortization) Cost of product revenue includes all costs directly related to the fulfillment and distribution of medications as part of the Company’s CareVention HealthCare offerings. These costs consist primarily of the purchase price of the medications that the Company dispenses, shipping, packaging, expenses associated with operating the Company’s medication fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Such costs also include direct overhead expenses, as well as allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. (f) Cost of Service Revenue (exclusive of depreciation and amortization) Cost of service revenue includes all costs directly related to servicing the Company’s CareVention HealthCare and MedWise HealthCare service contracts. These costs primarily consist of labor costs, including stock-based compensation, outside contractors, and expenses related to supporting the Company’s software platforms, direct overhead expenses, and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. (g) Research and Development Research and development expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in the Company’s research and development functions. This personnel includes employees engaged in scientific research, healthcare analytics, the design and development of new scientific algorithms, and the enhancement of the Company’s software and technology platforms. Research and development expenses also include costs for the design and development of new software and technology to support the Company’s service offerings, including fees paid to third-party consultants, costs related to quality assurance and testing, and other allocated facility-related overhead and expenses. Costs incurred in research and development are charged to expense as incurred. (h) Stock-Based Compensation The Company accounts for stock-based awards granted to employees and directors in accordance with ASC Topic 718, Compensation — Stock Compensation The grant-date fair value of employee and non-employee director restricted stock awards, restricted stock units, and performance stock units are determined using the Company’s closing stock price on the grant date. Restricted stock awards and restricted stock units generally vest over a one The grant-date fair value of employee and non-employee director stock option awards is determined using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method. The expected term of the stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The option price per share cannot be less than the fair market value of a share on the date the option was granted, and in the case of incentive stock options granted to an employee owning more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall not be less than 110% of the fair market value of Company stock on the date of grant. Stock option grants under the 2016 Plan (as defined below) generally expire 10 years from the date of grant, other than incentive stock option grants to 10% shareholders, which have a 5-year term, 90 days after termination, or one year after the date of death or termination due to disability. Stock options generally vest over a period of four years, with 25% of the options becoming exercisable on the one-year anniversary of the commencement date and the remaining shares vesting monthly thereafter for 36 months in equal installments of 2.08% per month. (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. (j) 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. (k) Cash Cash as of December 31, 2021 and 2020 consists of cash on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. (l) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third-party administration services under the CareVention HealthCare segment, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. (m) Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management estimates the expected lifetime credit losses on the Company’s trade receivables and contract assets using a broad range of reasonable and supportable information, which includes consideration of historical losses and current market conditions on the Company’s clients. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $402 and $224 as of December 31, 2021 and 2020, respectively. (n) Inventories Inventories consist of prescription medications and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. (o) Client Claims Receivable and Client Claims Payable In conjunction with providing pharmacy benefit management (“PBM”) solutions for its clients, the Company collects payments for claims from its clients and remits them to the pharmacies that fulfilled the claims. Client claims receivable represents amounts invoiced to the Company’s PBM solutions clients for the adjudicated claims of the clients’ members. Client claims payable represents amounts owed to the pharmacies that filled the clients’ member claims. (p) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, and long-term debt, net, in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. As the rate implicit in the lease is not readily determinable for most leases, the Company uses its incremental borrowing rate in determining the net present value of lease payments. The Company estimates its incremental borrowing rate for each lease as of the measurement date with consideration of the risk-free rate for varying maturities corresponding to the remaining lease term, the risk premium attributed to the Company’s credit rating for a secured or collateralized instrument, and comparable borrowings of similarly-rated companies. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. (q) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Additions or improvements that increase the useful life of existing assets are capitalized, while expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. The Company depreciates computer hardware and purchased software over a life of three years and office furniture and equipment over a life of five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the consolidated statements of operations. (r) Software Development Costs, net Certain development costs of the Company’s internal-use software are capitalized in accordance with ASC Topic 350, Intangibles — Goodwill and Other (s) Goodwill Goodwill consists of the excess purchase price over fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Goodwill is assessed for impairment on October 1 st Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Prior to performing the quantitative assessment, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. Factors generally considered in the Company’s qualitative assessment that could trigger a quantitative assessment include significant underperformance relative to expected operating trends, significant changes in the way assets are used, underutilization of the Company’s tangible assets, discontinuance of certain products by the Company or by the Company’s clients, changes in the competitive environment, and significant negative industry or economic trends. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is below the carrying amount, a quantitative goodwill impairment test is required. In the quantitative assessment, the fair value of the reporting unit is determined using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. If the fair value of the reporting unit is greater than its carrying amount, then the carrying amount is deemed to be recoverable and no further action is required. If the fair value of the reporting unit is less than its carrying amount, then an indication of goodwill impairment exists for the reporting unit and an impairment loss is recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value, and a charge is recorded on the Company’s consolidated statements of operations. For its annual assessment for the year ended December 31, 2021, the Company performed a qualitative assessment of goodwill as of October 1, 2021, and determined that it was not more-likely-than-not that the fair value of its reporting units was less than the carrying amount. During fourth of quarter of 2021, Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the years ended December 31, 2020, and 2019, the Company performed a qualitative assessment of goodwill and determined that it was not more-likely-than-not that the fair value of its reporting units was less than the carrying amount. Accordingly, no impairment loss was recorded for the years ended December 31, 2021, 2020, or 2019. See Note 10 - Goodwill and Intangible Assets for additional information. (t) Impairment of Long-Lived Assets Including Other Intangible Assets Long-lived assets consist of property and equipment, software development costs, and definite-lived intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use and disposition of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows or a combination of income and market approaches. During fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to definite-lived intangible assets obtained from the DoseMe acquisition in 2019. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe assets was determined based on a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The estimated fair value of the DoseMe assets exceeded its carrying value. As a result, no intangible asset impairment charges were recorded for the year ended December 31, 2021. During fourth quarter of 2020, the Company determined that an indicator of impairment was present as related to definite-lived intangible assets obtained from the Medliance acquisition in 2014. The recoverability test indicated that certain intangible assets were impaired, and the Company recorded an aggregate impairment charge of $5,040 for the year ended December 2020. The Company did not identify any indicators of impairment and did See Note 10 - Goodwill and Intangible Assets for additional information. (u) Deferred Debt Financing Costs Costs related to obtaining debt financing are capitalized and amortized to interest expense over the term of the related debt using the effective-interest method. If debt is prepaid or retired early, the related unamortized deferred financing costs are written off in the period the debt is retired. (v) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. (w) Shipping and Handling Costs Shipping and handling costs are charged to cost of product revenue when incurred. Shipping and handling costs totaled $9,410, $8,443, and $6,342 for the years ended December 31, 2021, 2020, and 2019, respectively. (x) Advertising Costs Advertising costs are charged to operations when the advertising first takes place. The Company incurred advertising costs of $1,359, $368 and $469 for the years ended December 31, 2021, 2020, and 2019, respectively, which is included in sales and marketing expense. (y) Business Combinations The costs of business combinations are allocated to the assets acquired and liabilities assumed, in each case based on estimates of their respective fair values at the acquisition dates, using the purchase method of accounting. Fair values of intangible assets are estimated by valuation models prepared by management and third-party specialists. The assets purchased and liabilities assumed have been reflected in the Company’s consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Acquisition-related contingent consideration that is classified as a liability is measured at fair value at the acquisition date with changes in fair value after the acquisition date affecting earnings in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expenses in the consolidated statements of operations. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. (z) Segment Reporting The Company operates its business through two segments for the purposes of assessing performance and making operating decisions. 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 segments. (aa) Concentration of Credit Risk The Company's medication fulfillment services clients are sponsors of the federal Medicare Part D plan (prescription drug coverage plan) and, therefore, subject to the payment regulations established by the CMS. Under CMS guidelines, Medicare Part D sponsors are required to remit payment for claims within 14 calendar days of the date on which an electronic claim is received and within 30 calendar days of the date on which non-electronically submitted claims are received. The Company extends credit to clients based upon such terms, as well as management's evaluation of creditworthiness, and generally collateral is not required. The Company’s clients also include health plans, pharmacies, and other healthcare providers. Credit associated with these accounts is extended based upon management’s evaluation of creditworthiness and is monitored on an on-going basis. As of December 31, 2021, one client represented 12% of net accounts receivable. As of December 31, 2020, no single client represented 10% or more of net accounts receivable. For the years ended December 31, 2021, 2020, and 2019, one client in the Company’s CareVention HealthCare segment accounted for 12%, 12%, and 13% of total revenue, respectively. (bb) Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities or other inputs that are observable or can be corroborated by observable market. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. (cc) Recent Accounting Pronouncements In August 2020, the FASB issued 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) 06”). ASU 2020-06 provides new guidance to simplify the accounting for convertible instruments by eliminating the cash conversion model. As compared with the current accounting standards, more convertible debt instruments will be reported as a single liability instrument and the interest rate of more convertible debt instruments will be closer to the coupon interest rate. ASU 2020-06 also aligns the consistency of diluted earnings per share calculations for convertible instruments by requiring that (1) an entity use the if-converted method and (2) share settlement be included in the diluted earnings per share calculation for both convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The treasury stock method will no longer be permitted. ASU 2020-06 is effective for financial statements issued for fiscal years beginning after December 15, 2021 and early adoption is permitted. Under ASC 470-20 Debt with Conversion and Other Options ASU 2020-06 allows adoption through either a modified retrospective method or a fully retrospective method of transition. In applying the modified retrospective transition method, the cumulative effect of the accounting change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. For the full retrospective method, the cumulative effect of the accounting change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. 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 13 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 | 12 Months Ended |
Dec. 31, 2021 | |
Revenue. | |
Revenue | 3. Revenue The Company generates revenue from its CareVention HealthCare and MedWise HealthCare segments. See Note 20 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, PBM solutions, and electronic health records software. Revenue related to these services primarily consists of a fixed monthly fee assessed based on the 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. For client contracts for which the Company performs both medication fulfillment and the PBM services, the Company recognizes revenue using the gross method at the contract price negotiated with its clients and when the Company has concluded it controls the prescription drug before it is transferred to the client plan members. The Company controls prescriptions dispensed indirectly through its retail pharmacy network because it has separate contractual arrangements with those pharmacies, has discretion in setting the price for the transaction, and assumes primary responsibility for fulfilling the promise to provide prescription drugs to its client plan members while performing the related PBM services. These factors indicate that the Company is the principal and, as such, the Company recognizes the total prescription price contracted with clients in revenue. 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. 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 assessment completed. Revenue is recognized when the Company satisfies its performance obligation to stand ready to provide medication safety services, which occurs when the Company’s clients have access to the medication safety services and when medication reviews and clinical assessments are completed. The Company generally bills for the medication safety services on a monthly basis. Software Subscription and Services Disaggregation of Revenue In the following table, revenue is disaggregated by reportable segment. Year Ended December 31, 2021 2020 2019 CareVention HealthCare: PACE product revenue $ 189,591 $ 158,692 $ 137,130 PACE solutions 58,417 47,577 45,908 $ 248,008 $ 206,269 $ 183,038 MedWise HealthCare: Product revenue $ 481 $ 901 $ — Medication safety services 38,500 49,863 69,917 Software subscription and services 44,271 40,186 31,752 $ 83,252 $ 90,950 $ 101,669 Total revenue $ 331,260 $ 297,219 $ 284,707 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 December 31, 2021 and 2020. December 31, December 31, 2021 2020 Contract assets $ 12,869 $ 7,601 Contract liabilities 3,970 3,876 Significant changes in the contract assets and the contract liabilities balances during the years ended December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Contract assets: Contract assets, beginning of year $ 7,601 $ 6,165 Decreases due to cash received (8,889) (4,523) Changes to the contract assets at the beginning of the year as a result of changes in estimates 2,392 518 Changes during the year, net of reclassifications to receivables 11,765 (268) Increases due to business combination — 5,709 Contract assets, end of year $ 12,869 $ 7,601 Contract liabilities: Contract liabilities, beginning of year $ 3,876 $ 4,930 Revenue recognized that was included in the contract liabilities balance at the beginning of the year (2,990) (3,912) Increases due to cash received, excluding amounts recognized as revenue during the year 3,084 2,858 Contract liabilities, end of year $ 3,970 $ 3,876 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 4. Net Loss per Share The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Year Ended December 31, 2021 2020 2019 Numerator (basic and diluted): Net loss $ (79,055) $ (80,966) $ (32,436) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 23,290,660 21,815,388 20,622,258 Net loss per share, basic and diluted $ (3.39) $ (3.71) $ (1.57) The following potential common shares, presented based on amounts outstanding as of December 31, 2021, 2020, and 2019, were excluded from the calculation of diluted net loss per share for the years ended December 31, 2021, 2020, and 2019 because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 2019 Stock options to purchase common stock 1,604,226 2,096,556 2,755,343 Unvested restricted stock and restricted stock units 2,196,566 1,386,908 1,213,581 Common stock warrants 4,646,393 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 — — Contingently issuable shares — — 57,651 13,093,578 8,129,857 8,672,968 For the year ended December 31, 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 years ended December 31, 2020 and 2019, 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 year ended December 31, 2021, shares related to the performance stock units were excluded from the table above as the performance conditions were unmet as of December 31, 2021 (see Note 16). |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 5. Acquisitions 2020 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, which was 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”), with an aggregate principal of $17,000, of which the Company could set off amounts to the extent the Company was entitled to indemnification under the Purchase Agreement or in respect of adjustments to the purchase price. The Notes consisted of payments of (a) $7,500 in cash paid in January 2021, (b) $5,500 in cash paid in April 2021, and (c) $4,000 payable in cash in October 2021. The Company reduced the October 2021 payment by $458 for indemnification amounts under the Purchase Agreement. For presentation purposes, the Company has offset the remaining balance on the Notes against related receivables established to compensate the Company for the expenses incurred. In connection with the acquisition of Personica, the Company incurred direct acquisition and integration costs of $217 and $794 during the years ended December 31, 2021 and 2020, respectively, which were recorded in general and administrative expenses in the consolidated statement of operations. The following table summarizes the Personica purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration: Cash consideration at closing, including post-closing adjustments $ 10,292 Promissory notes at closing, at fair value 16,355 Stock consideration at closing 23,589 Total fair value of acquisition consideration $ 50,236 The following table summarizes the final allocation of the Personica purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Cash $ 3,407 Accounts receivable 945 Inventories 322 Client claims receivable 8,736 Prepaid expenses and other current assets 4,747 Property and equipment 665 Operating lease right-of-use assets 645 Other assets 15 Trade names 700 Client relationships 28,300 Non-competition agreements 290 Goodwill 20,075 Total assets acquired $ 68,847 Client claims payable (8,022) Accrued expenses and other liabilities (9,645) Trade accounts payable (310) Operating lease liabilities (634) Total purchase price $ 50,236 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included trade names, client relationships, and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average life of 5.6, 12.0, and 5.0 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition was 11.8 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of Personica and the promissory notes issued. The fair values of the trade names were estimated using the relief from royalty method, under which the Company derived the hypothetical royalty income from the projected revenues of Personica. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with the client grouping. The fair value of the non-competition agreements was estimated using the discounted earnings method by estimating the potential loss of earnings absent the non-competition agreements, assuming the covenantor competes at different time periods during the life of the agreements. The fair values of the promissory notes were estimated using market interest rates for similar terms. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for U.S. income tax purposes. The Company believes the goodwill related to the acquisition was a result of providing the Company complementary service offerings that will enable the Company to leverage its services with existing and new clients. The goodwill is deductible for income tax purposes. Revenue from Personica includes medication fulfillment pharmacy services to PACE organizations. Revenue for these services and the related costs are recognized when medications are delivered and control has passed to the client, and are included in product revenue and cost of revenue – product cost, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2020, product revenue of $1,804 was included in the Company’s consolidated statement 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 are recognized each month as performance obligations are satisfied and costs are incurred, and are included in service revenue and cost of revenue – service cost, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2020, service revenue of $1,738 from Personica was included in the Company’s consolidated statement of operations. Net loss of $5, which includes amortization of $625 associated with acquired intangible assets, from Personica was included in the Company’s consolidated statement of operations for the year ended December 31, 2020. 2019 Acquisitions PrescribeWellness On March 5, 2019, the Company entered into, and consummated the transactions contemplated by, a Merger Agreement (“Merger Agreement”) with Prescribe Wellness, LLC, a Nevada limited liability company (“PrescribeWellness”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative. PrescribeWellness is a leading cloud-based patient engagement solutions company that facilitates collaboration between more than 15,000 pharmacies with patients, payers, providers, and pharmaceutical companies. The Company paid $150,000 in cash consideration upon closing, subject to certain customary adjustments as set forth in the Merger Agreement. In connection with the acquisition of PrescribeWellness, the Company incurred direct acquisition costs of $3,243 during the year ended December 31, 2019, which were recorded in general and administrative expenses in the consolidated statement of operations. The fair value of the acquisition consideration, net of post-closing adjustments, was $148,626 paid in cash. The following table summarizes the final allocation of the PrescribeWellness purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Accounts receivable $ 2,608 Prepaid expenses and other current assets 1,345 Property and equipment 1,155 Operating lease right-of-use-assets 1,515 Trade name 4,100 Developed technology 20,000 Patient database 21,700 Client relationships 74,100 Goodwill 30,714 Total assets acquired $ 157,237 Operating lease liabilities (1,515) Trade accounts payable (1,733) Accrued expenses and other liabilities (5,363) Total purchase price $ 148,626 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included a trade name, developed technology, patient database, and client relationships, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average life of 5, 10, 5, and 14 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition was 11.4 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of PrescribeWellness. The fair value of the trade name and developed technology was estimated using the relief from royalty method, under which the Company derived the hypothetical royalty income from the projected revenues of PrescribeWellness. The fair value of the patient database was estimated using a cost to replace method. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with the client grouping. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for U.S. income tax purposes. The Company believes the goodwill related to the acquisition of PrescribeWellness resulted from the establishment of new market opportunities, as well as opportunities to expand its service offering to its existing customer base. The goodwill is deductible for income tax purposes. Revenue from PrescribeWellness is primarily comprised of subscription fees for its cloud-based patient engagement solutions. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred and are included in service revenue and cost of revenue – service cost, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2019, service revenue DoseMe On January 2, 2019, the Company completed the acquisition of all of the outstanding share capital and options to purchase the share capital of DoseMe Holdings Pty Ltd, a proprietary company limited by shares organized under the Laws of Australia (“DoseMe”). DoseMe is the developer of DoseMeRx, an advanced precision dosing tool to help clinicians more accurately dose patients’ high-risk parenteral (intravenous) medications. The acquisition was made pursuant to a Share Purchase Deed, made and entered into as of November 30, 2018. The consideration for the acquisition was comprised of (i) cash consideration of up to $10,000 paid at closing, subject to certain customary post-closing adjustments as set forth in the Share Purchase Deed, (ii) the issuance of 149,053 shares of the Company’s common stock, and (iii) the potential for a contingent earn out payment of up to $10,000, based on the financial performance of DoseMe. During the third quarter of 2019, the Company elected to accelerate the final payment of the contingent earn-out payment and paid $8,750 in cash in full satisfaction of the contingent purchase price consideration. In connection with the acquisition of DoseMe, the Company incurred direct acquisition costs of $104 during the year ended December 31, 2019, which were recorded in general and administrative expenses in the consolidated statements of operations. The following table summarizes the DoseMe purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration. Cash consideration at closing, net of post-closing adjustments $ 10,136 Stock consideration at closing 9,504 Estimated fair value of contingent consideration 8,720 Total fair value of acquisition consideration $ 28,360 The following table summarizes the final allocation of the DoseMe purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Accounts receivable $ 9 Prepaid expenses and other current assets 110 Trade name 89 Developed technology 16,200 Non-competition agreements 500 Goodwill 11,835 Total assets acquired $ 28,743 Trade accounts payable (17) Accrued expenses and other liabilities (366) Total purchase price, including contingent consideration of $8,720 $ 28,360 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included a trade name, developed technology and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average life of 4, 7.5, and 5 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition was 7.4 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of DoseMe. The fair value of the trade name was estimated using the relief from royalty method, under which the Company derived the hypothetical royalty income from the projected revenues of DoseMe. The fair value of the developed technology was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with the economic return on contributory assets and estimated revenues generated. The fair value of the non-competition agreements was estimated using the discounted earnings method by estimating the potential loss of earnings absent the non-competition agreements, assuming the covenantor competes at different time periods during the life of the agreements. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for U.S. income tax purposes. The Company believes the goodwill related to the acquisition of DoseMe resulted from gaining a complementary capability that, when combined with the Company’s existing platform, could create significant market opportunity. The goodwill is deductible for U.S. income tax purposes. Revenue from DoseMe is primarily comprised of subscription and license fees for use of DoseMe’s advanced precision dosing software. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred and are included in service revenue and cost of revenue – service cost, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2019, service revenue Pro forma (unaudited) The unaudited pro forma results presented below include the results of the aforementioned acquisitions as if the Personica acquisition had been consummated as of January 1, 2019 and as if the PrescribeWellness and DoseMe acquisitions had been consummated as of January 1, 2018. The unaudited pro forma results include the amortization associated with acquired intangible assets, interest expense on the debt incurred to fund these acquisitions, insurance expense for additional required business insurance coverage, stock compensation expense related to equity awards granted to employees of the acquired companies, adjustments to revenue for the purchase accounting effects of recording deferred revenue at fair value, and the estimated tax effect of adjustments to loss before income taxes. Material nonrecurring charges, including direct acquisition costs, directly attributable to the transactions are excluded. In addition, the unaudited pro forma results do not include any expected benefits of the acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2019 and 2018. Year Ended December 31, 2020 2019 Revenue $ 306,092 $ 300,134 Net loss (80,442) (34,548) |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets | |
Other Current Assets | 6. Other Current Assets As of December 31, 2021 and 2020, other current assets consisted of the following: December 31, 2021 2020 Contract assets $ 12,869 $ 7,601 Non-trade receivables 3,332 647 Other 2,243 1,504 Total other current assets $ 18,444 $ 9,752 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment. | |
Property and Equipment | 7. Property and Equipment As of December 31, 2021 and 2020, property and equipment consisted of the following: Estimated December 31, useful life 2021 2020 Computer hardware and purchased software 3 years $ 9,722 $ 8,971 Office furniture and equipment 5 years 14,157 12,376 Leasehold improvements 3-14 years 11,663 11,645 35,542 32,992 Less: accumulated depreciation and amortization (21,867) (17,922) Property and equipment, net $ 13,675 $ 15,070 Depreciation and amortization expense on property and equipment for the years ended December 31, 2021, 2020 and 2019 was $4,711, $5,012, and $4,409, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 8. Leases The Company has entered into various operating and finance leases for office space and equipment. The operating leases expire on various dates through 2030, and certain of such leases also contain renewal options and escalation clauses. In addition to the base rent payments, the Company is obligated to pay a pro rata share of operating expenses and taxes. The components of lease expense were as follows: Year Ended December 31, 2021 2020 2019 Operating lease expense $ 4,664 $ 4,618 $ 3,981 Finance lease expense: Amortization of leased assets — 138 580 Interest on lease liabilities — 1 46 Total finance lease expense — 139 626 Variable lease expense 1,213 1,360 918 Short-term lease expense 139 140 247 Total lease expense $ 6,016 $ 6,257 $ 5,772 Supplemental balance sheet information related to leases was as follows: December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 21,053 $ 21,711 Current operating lease liabilities $ 4,688 $ 4,402 Noncurrent operating lease liabilities 19,230 20,381 Total operating lease liabilities $ 23,918 $ 24,783 Finance leases: Property and equipment $ — $ 41 Accumulated amortization — (38) Property and equipment, net $ — $ 3 Current obligations of finance leases $ — $ 4 Finance leases, net of current obligations — — Total finance lease liabilities $ — $ 4 Weighted average remaining lease term (in years): Operating leases 6.7 7.7 Finance leases — 0.3 Weighted average discount rate: Operating leases 4.63 % 4.56 % Finance leases — % 10.98 % Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 4,916 $ 4,516 $ 4,138 Operating cash flows for finance leases — 1 42 Financing cash flows for finance leases 4 56 968 Leased assets obtained in exchange for lease liabilities: Operating leases $ 2,853 $ 2,400 $ 4,926 Maturities of lease liabilities as of December 31, 2021 were as follows: Operating leases 2022 $ 4,788 2023 4,600 2024 4,079 2025 3,605 2026 3,292 Thereafter 7,429 Total minimum lease payments 27,793 Less imputed interest (3,875) Present value of lease liabilities 23,918 Less current portion (4,688) Total long-term lease liabilities $ 19,230 As of December 31, 2021, the Company had additional operating lease commitments of approximately $600 in the aggregate for its call center in Gainesville, Florida and office space in Fernandina Beach, Florida. These leases commenced in January 2022 and have lease terms of three |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2021 | |
Software Development Costs | |
Software Development Costs | 9. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing its proprietary software platforms, which are used to support its service contracts, including external direct costs of material and services, payroll costs for employees directly involved with the software development, and interest expense related to the borrowings attributable to software development. As of December 31, 2021 and 2020, capitalized software costs consisted of the following: December 31, 2021 December 31, 2020 Software development costs $ 74,810 $ 48,548 Less: accumulated amortization (29,616) (20,666) Software development costs, net $ 45,194 $ 27,882 Capitalized software development costs included above not yet subject to amortization $ 6,609 $ 4,382 Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $14,534, $9,458, and $4,183, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill The Company’s goodwill and related changes during the years ended December 31, 2021 and 2020 are as follows: CareVention HealthCare MedWise HealthCare Total Balance at January 1, 2020 $ — $ — $ 150,760 Segment realignment 95,248 55,512 — Goodwill from 2020 acquisition 20,102 — 20,102 Balance at January 1, 2021 $ 115,350 $ 55,512 $ 170,862 Adjustments to goodwill related to prior year acquisition (27) — (27) Balance at December 31, 2021 $ 115,323 $ 55,512 $ 170,835 During the Company’s annual impairment analysis as of October 1, 2021, the Company evaluated qualitative factors, including the Company’s financial results, financial projections, and macroeconomic and industry considerations, that could indicate the fair value of the Company’s reporting units may be lower than the carrying value. The Company did not identify any qualitative factors that would trigger a quantitative goodwill impairment test as of October 1, 2021. During fourth of quarter of 2021, the Company experienced a sustained decline in the price of its common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021. The fair value of the reporting units was estimated using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The Company utilized forecasts of revenue and operating income, based on management’s estimates and long-term plans, as well as required estimates and judgments about working capital requirements, capital expenditures, income taxes, discount rates, terminal growth rates, long-term operating margins, and control premiums and valuation multiples appropriate for acquisitions in the industries in which the Company competes. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the years ended December 31, 2020, and 2019, the Company performed a qualitative assessment of goodwill and determined there were no indicators of goodwill impairment for the years ended December 31, 2020 or 2019. There are no accumulated impairment charges as of December 31, 2021, 2020 or 2019. As discussed in Note 2 – Summary of Significant Accounting Policies, the Company realigned the composition of its segments to correspond with the Company’s reorganization effective on January 1, 2020. As a result, the Company now operates through two segments, CareVention HealthCare and MedWise HealthCare, rather than as a single operating segment. As a result of this reorganization, the Company reallocated the goodwill balance to the CareVention HealthCare and MedWise HealthCare segments based on a relative fair value approach for the year ended December 31, 2020. Intangible Assets During fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to the financial performance of the DoseMe business, which is recorded in the MedWise HealthCare segment and relates to the intangible assets acquired from the DoseMe acquisition in 2019. The Company evaluated the recoverability of the related intangible assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the asset group to determine if the carrying value is not recoverable. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe asset group was determined based on a combination of an income approach and market approaches, and the estimated fair value of the DoseMe assets exceeded its carrying value. As a result, the intangible assets related to the DoseMe acquisition were not impaired. No intangible asset impairment charges were recorded for the year ended December 31, 2021. The aggregate carrying value of the intangible assets related to the DoseMe asset group was $9,942 as of December 31, 2021. During the fourth quarter of 2020, the Company became aware of changes in circumstances impacting the future performance of the Company’s pharmacy cost management services, which are recorded in the MedWise segment and relate to certain intangible assets acquired from the Medliance acquisition in 2014. The Company evaluated the recoverability of the related intangible assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the asset group to determine if the carrying value is not recoverable. The recoverability test indicated that certain customer relationships and developed technology intangible assets were impaired. As a result, the Company used an income approach to measure the fair value of the intangible assets and recognized non-cash impairment charges of $3,815 and $1,225 to the customer relationships and developed technology intangible assets, respectively, for the year ended December 31, 2020. During 2020, the Company completed an assessment of the useful lives of the Company’s trade names and decreased the estimated useful life of a certain tradename from 10 to 3.4 years due to the realignment of strategic branding initiatives as a result of the Company’s reorganization in 2020 as described in Note 2. There were no indicators of impairment during the year ended December 31, 2019 and there were no intangible asset impairment charges for the year ended December 31, 2019. Intangible assets consisted of the following as of December 31, 2021 and 2020: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2021 Trade names 4.5 $ 5,529 $ (3,244) $ 2,285 Client relationships 12.3 145,629 (38,026) 107,603 Non-competition agreements 5.0 6,892 (5,355) 1,537 Developed technology 7.8 65,414 (31,624) 33,790 Patient database 5.0 21,700 (12,297) 9,403 Domain name 10.0 59 (27) 32 Total intangible assets $ 245,223 $ (90,573) $ 154,650 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 years ended December 31, 2021, 2020 and 2019 was $28,444, $30,570, and $25,684, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows: Years Ending December 31, 2022 27,089 2023 25,804 2024 18,521 2025 14,038 2026 12,830 Thereafter 56,368 Total estimated amortization expense $ 154,650 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 11. Accrued Expenses and Other Liabilities At December 31, 2021 and 2020, accrued expenses and other liabilities consisted of the following: December 31, 2021 December 31, 2020 Employee related expenses $ 12,264 $ 8,218 Contract liability 3,659 3,205 Customer deposits 904 904 Client funds obligations* 6,038 5,170 Contract labor 970 1,374 Interest 2,281 3,690 Professional fees 1,634 572 Consideration payable to customer 15,971 5,968 Non-income taxes payable 102 151 Other expenses 3,833 2,716 Total accrued expenses and other liabilities $ 47,656 $ 31,968 *This amount represents client funds held by the Company, with an offsetting amount included in restricted cash. |
Notes Payable Related to Acquis
Notes Payable Related to Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related to Acquisition | |
Notes Payable Related to Acquisition | 12. Notes Payable Related to Acquisition On October 5, 2020, as part of the consideration of the Personica acquisition, the Company entered into promissory notes (collectively, the “Notes”) in the aggregate principal amount of $17,000 payable to the owners of Personica (see Note 5). The Company could set off amounts on the Notes to the extent the Company was entitled to indemnification under the Purchase Agreement or in respect of adjustments to the purchase price. The Notes bore an interest rate of 3.25% and were payable as follows: (a) $7,500 in cash paid in January 2021, (b) $5,500 in cash paid in April 2021, and (c) $4,000 in cash payable in October 2021. The Company reduced the October 2021 payment by $458 for indemnification amounts under the Purchase Agreement. For presentation purposes, the Company has offset the remaining balance on the Notes against related receivables established to compensate the Company for the expenses incurred. The Notes were recorded at their aggregate acquisition-date fair value of $16,355 and were being accreted up to their face values over their respective terms using the effective-interest method. For the year ended December 31, 2021, the Company recognized $481 of interest expense relates to the Notes, of which $143 was paid and $338 was the non-cash accretion of the discounts recorded. For the year ended December 31, 2020, the Company recognized $440 of interest expense related to the Notes, of which $133 was accrued and $307 was the non-cash accretion of the discounts recorded. As of December 31, 2020, the Notes had a fair value of $16,662 . |
Lines of Credit and Long-Term D
Lines of Credit and Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Lines of Credit and Long-Term Debt | |
Lines of Credit and Long-Term Debt | 13. 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 Amended and Restated 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 (the “2020 Credit Facility”), with Western Alliance Bank. The 2020 Credit Facility replaced the 2015 Line of Credit and 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. 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%. In the event LIBOR for any applicable interest period is less than zero percent, then the LIBOR will be determined as zero percent for such interest period. If the LIBOR ceases to exist or is no longer available, then the interest rate will be replaced with an alternate base rate and spread. The obligations under the 2020 Credit Facility are secured by all of the assets of the borrowers, 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. 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 therein) less amounts outstanding under the 2020 Credit Facility. As of December 31, 2021, amounts available for borrowing under the 2020 Credit Facility were $27,717. 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 Credit Facility is subject to an unused line fee. As of December 31, 2021, the Company had $29,500 outstanding under the 2020 Credit Facility, which is classified as long-term on the Company’s consolidated balance sheets and will be until the 2020 Credit Facility is within one year of maturity. In addition, the Company had an outstanding letter of credit of $100 issued in connection with the Company’s lease agreement for its office space in Moorestown, New Jersey. The letter of credit renews annually and expires in September 2027. As of December 31, 2021, the Company had unused commitments of $90,400 under the 2020 Credit Facility. As of December 31, 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 the financial covenants. As of December 31, 2021, the interest rate on the 2020 Credit Facility was 3.35% and the effective rate for the unused line fee was 0.44%. As of December 31, 2020, the interest rate on the 2020 Credit Facility was 3.44% and the effective rate for the unused line fee was 0.45%. Interest expense on the 2020 Credit Facility and 2015 Line of Credit in the aggregate was $1,203, $131, and $351 for the years ended December 31, 2021, 2020, and 2019, respectively. 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 their respective terms. For the year ended December 31, 2021, the Company amortized $540 to interest expense for deferred financing costs related to the 2020 Credit Facility. For the year ended December 31, 2020, the Company recorded $336 to interest expense for deferred financing costs related to the 2020 Credit Facility and the 2015 Line of Credit. For the year ended December 31, 2019, the Company recorded $282 to interest expense for deferred financing costs related to the 2015 Line of Credit. Deferred financing costs of $624 and $1,156, net of accumulated amortization, are included in other assets on the accompanying consolidated balance sheets as of December 31, 2021 and 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. Net proceeds from the 2026 Notes were used to pay the cost of convertible note hedge transactions (described below), repay amounts outstanding under the 2015 Line of Credit, fund the PrescribeWellness acquisition, fund the payment of the acquisition-related contingent consideration liabilities, and for general corporate purposes. Holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the business day immediately preceding August 15, 2025 only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or make-whole fundamental change (as defined in the indenture governing the 2026 Notes) or a transaction resulting in the Company’s common stock converting into other securities or property or assets. On or after August 15, 2025 until the close of business on the first scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2026 Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver shares of its common stock, cash or a combination thereof at the Company’s option. As of December 31, 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. With the assistance of a third party valuation specialist, the carrying amount of the liability component was calculated by utilizing a discounted cash flow model of the contractual cash flows that were discounted at a risk-adjusted interest rate in order to estimate the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $102,900 and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component 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, comprised of discounts and commissions payable to the initial purchasers of $8,937 and third party offering costs of $435, 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. Upon adoption, the Company recorded a $74,850 decrease to additional paid-in capital, a $78,707 increase to the carrying value of the 2026 Notes, a $2,465 decrease to the net deferred tax liability, and a $1,392 increase in accumulated deficit. Effective on January 1, 2021, debt 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 an effective interest rate of 2.20%. In addition, 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. See Note 14 for additional details. During the year ended December 31, 2021, the Company recognized $6,995 of interest expense related to the 2026 Notes, of which $5,688 was paid or accrued and $1,307 was 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 Notes had accrued on the 2026 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 year ended December 31, 2021. The total cumulative amount of additional interest expense was $1,625 and was paid in full during the year ended December 31, 2021. Total accrued interest payable related to the 2026 Notes was $2,133 as of December 31, 2021, which is included in accrued expenses and other liabilities on the consolidated balance sheet. During the year ended December 31, 2020, under the previous accounting standard, the Company recognized $18,682 of interest expense related to the 2026 Notes, of which $5,688 was paid or accrued and $12,994 was non-cash accretion of the debt discounts recorded. Additional accrued interest a result of the failure to remove the restrictive legend on the 2026 Notes, as described above, was $1,413 as of December 31, 2020. As a result, total accrued interest payable related to the 2026 Notes was $3,546 as of December 31, 2020 and was included in accrued expenses and other liabilities on the consolidated balance sheets. The 2026 Notes had a carrying value of $319,299 and $239,285 as of December 31, 2021 and December 31, 2020, respectively. 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 $69.95 per share. The total premiums paid for the note hedges were $101,660. The Company also entered into warrant transactions with the option counterparties whereby they have the option to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. The Company received $65,910 in cash proceeds from the sale of the warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the Company’s consolidated balance sheets. The convertible note hedge transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be. The warrant transactions could separately have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants. As of December 31, 2021, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. (d) Long-Term Debt Maturities The following table represents the total long-term debt obligations of the Company at December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (5,701) (85,715) Convertible senior subordinated notes, net 319,299 239,285 Finance leases — 4 Total long-term debt and finance leases, net 319,299 239,289 Less current portion of finance leases — (4) Total long-term debt, net $ 319,299 $ 239,285 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company accounts for income taxes under ASC Topic 740 — Income Taxes The components of the Company’s loss before income taxes are as follows: Years Ended December 31, 2021 2020 2019 United States $ (76,187) $ (83,617) $ (45,821) International (2,241) (2,517) (2,814) Total loss before income taxes $ (78,428) $ (86,134) $ (48,635) The expense (benefit) from income taxes consists of the following: Years Ended December 31, 2021 2020 2019 Current: State and local $ 114 $ 134 $ 154 Total current income tax expense 114 134 154 Deferred: US federal 96 (2,802) (13,356) State and local 417 (2,500) (2,997) Total deferred income tax expense (benefit) 513 (5,302) (16,353) Total income tax expense (benefit) $ 627 $ (5,168) $ (16,199) The Company had no current or deferred international income tax expense during the years ended December 31, 2021, 2020, and 2019. For the year ended December 31, 2021 the Company had an effective tax rate of (0.8%), primarily related to indefinite-lived deferred tax liabilities for goodwill amortization. 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 December 31, 2021. Accordingly, the tax benefit was limited due to unbenefited losses in the year ended December 31, 2021. For the years ended December 31, 2020 and 2019, the Company had an effective tax rate of 6.0% and 33.3%, respectively. The tax benefits primarily consist of the benefits generated by the Company's U.S. federal and state and local losses, the benefits from windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions, and exercising of nonqualified stock options during the period, offset by other tax expense due to the increase in the Company's valuation allowance. The principal components of the Company's deferred tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Net federal operating loss carryforward $ 45,037 $ 30,897 Net state operating loss carryforward 10,597 7,225 Net international operating loss carryforward 3,554 2,874 Interest expense limitation carryforward 14,501 3,224 Unamortized debt discount 17,515 — Accruals 1,257 1,132 Amortizable intangible assets 1,479 — Stock options 8,671 6,902 Operating lease liabilities 6,335 6,543 Other 562 290 Deferred tax assets 109,508 59,087 Less: valuation allowances (88,370) (23,178) Deferred tax assets after valuation allowance 21,138 35,909 Deferred tax liabilities: Unamortized debt discount — (20,665) Fixed assets (12,080) (7,542) Operating lease right-of-use assets (5,576) (5,732) Amortizable intangible assets — (2,156) Indefinite-lived intangibles (4,830) (3,029) Other (54) (139) Deferred tax liabilities (22,540) (39,263) Net deferred tax liabilities $ (1,402) $ (3,354) As of December 31, 2021, the Company had federal net operating loss ("NOL") carryforwards of $213,629, state NOL carry forwards of $302,707, and international NOL carryforwards of $11,845, each of which is available to reduce future taxable income. The NOL carryforwards, if not utilized, will begin to expire in 2029 for federal purposes, and in 2022 for state purposes. The international NOLs do not expire. 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, the Company recorded a deferred tax asset of $26,313 and a corresponding $26,313 increase to its valuation allowance. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At D ecember 31, 2019, based on the Company’s future reversals of existing taxable temporary differences, management determined it was that the Company would be able to realize the benefits of the majority of its deferred tax assets. As a result, as of December 31, 2019, the Company recorded a valuation allowance only on deferred tax assets in certain state and international jurisdictions. At December 31, 2020, the Company increased its valuation allowance against U.S. federal and state deferred tax assets and continued to record a full valuation allowance against its international deferred tax assets because the Company determined that it was more-likely-than-not that these assets would not be fully realized. After consideration of all the evidence, both positive and negative, at December 31, 2021, the Company recorded a full valuation allowance against all of its deferred tax assets because the Company determined that it was more-likely-than-not that these assets would not be fully realized. The changes in the Company’s valuation allowance were as follows: Year-Ended December 31, 2021 2020 Balance at beginning of the year $ 23,178 $ 3,161 Increase due to NOLs and temporary differences 65,356 19,877 Change in foreign exchange rate (164) 140 Balance at end of the year $ 88,370 $ 23,178 A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 14.2 5.3 5.6 Change in valuation allowance (61.4) (23.1) (2.9) Non-deductible stock compensation and tax windfall benefits, net (0.7) 2.5 7.2 Change in fair value of contingent consideration — (0.6) (1.6) Change in deduction for debt discount amortization 25.3 — — Non-deductible expenses and other 0.8 0.9 4.0 Effective income tax rate (0.8) % 6.0 % 33.3 % The tax benefits of uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized income tax benefits in income tax expense. Through December 31, 2021, the Company had no unrecognized tax benefits or related interest and penalties accrued. In the normal course of business, the Company is subject to examination by taxing authorities from federal, state, and international governments. As of December 31, 2021, the Company's tax years beginning in 2016 remain open for examination by taxing authorities. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 15. Stockholders' Equity In connection with the offering of the 2026 Notes, the Company issued warrants to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. As of December 31, 2021, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. See Note 13 for additional information related to the 2026 Notes. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 16. 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 December 31, 2021, 1,001,082 shares were available for future grants under the 2016 Plan. Restricted Common Stock and Restricted Stock Units The Company issues restricted stock awards and restricted stock units pursuant to the 2016 Plan to employees and non-employee directors. Restricted stock awards and restricted stock units generally vest over a one period and the unvested portion of these awards is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. The grant-date fair value of restricted stock awards and restricted stock units is determined using the Company’s closing stock price at grant date. The following table summarizes the aggregate restricted stock award and restricted stock unit activity under the 2016 Plan for the years ended December 31, 2021, 2020, and 2019: Weighted average Number grant-date of shares fair value Outstanding at January 1, 2019 1,070,061 $ 20.61 Granted 591,402 54.91 Vested (434,643) 18.54 Forfeited (13,239) 55.05 Outstanding at December 31, 2019 1,213,581 37.69 Granted 581,107 59.83 Vested (356,389) 45.89 Forfeited (51,391) 57.14 Outstanding at December 31, 2020 1,386,908 $ 44.14 Granted 1,457,752 40.02 Vested (502,410) 48.42 Forfeited (145,684) 47.76 Outstanding at December 31, 2021 2,196,566 $ 40.19 For the years ended December 31, 2021, 2020, and 2019, $31,127, $22,042, and $12,984 of expense was recognized related to restricted stock awards and restricted stock units, excluding performance-based restricted stock awards described below, respectively. As of December 31, 2021, there was unrecognized compensation expense of $60,441 related to non-vested restricted stock awards and non-vested restricted stock units, excluding performance-based restricted stock awards described below, under the 2016 Plan, which is expected to be recognized over a weighted average period of 2.9 years. Performance-Based Equity Awards On August 6, 2018, the Board approved the grant of a performance-based stock award to a consultant pursuant to the 2016 Plan. The award provided for the issuance of 50,000 shares of common stock based on the achievement of certain milestones. The award had a grant-date fair value of $61.85 per share based on the Company’s closing stock price on the grant date. Compensation cost was recognized over the service period based on management’s determination that it was probable that the milestones would be achieved. As of December 31, 2019, all milestones were achieved and there was no unrecognized compensation expense related to the performance-based stock award. During the years ended December 31, 2020 and 2019, the Company issued 5,000 and 45,000 shares, respectively, of common stock related to this award for the achievement of certain milestones. For the year ended December 31, 2019, the Company recorded $1,708 of expense related to this performance-based stock award. 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 years ended December 31, 2021 and 2020, as the achievement of the underlying performance conditions was considered unlikely. As of December 31, 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 and 12,500 expired on December 31, 2021. The remaining 12,500 shares fully vested subject to the achievement of certain milestones on December 31, 2021. The awards had 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 were recognized over the service period based upon the Company’s assessment of the probability that the performance conditions would be achieved. The Company recognized $297 and $152 of stock-based compensation expense related to these grants for the years ended December 31, 2021 and 2020, respectively. 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 December 31, 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 may receive 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. The Company recognized no stock-based compensation expense related to the performance stock units, resulting in no stock-based compensation expense for the year ended December 31, 2021, as the achievement of the underlying performance targets was considered unlikely. As of December 31, 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 year ended December 31, 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 year ended December 31, 2021, the Company recorded $58 of expense related to these stock awards. During the year ended December 31, 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 year ended December 31, 2020, the Company recorded $491 of expense related to these stock awards. During the year ended December 31, 2019, the Board approved the grant of stock awards to select employees and a non-employee director pursuant to the 2016 Plan. The awards provided for the issuance of 38,808 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 $52.31 per share. For the year ended December 31, 2019, the Company recorded expense of $2,030 related to these stock awards. Stock Options The table below sets forth the weighted average assumptions for employee grants during the years ended December 31, 2021, 2020, and 2019. Year Ended December 31, Valuation assumptions: 2021 2020 2019 Expected volatility 58.57 % 56.10 % 68.00 % Expected term (years) 5.48 5.25 6.03 Risk-free interest rate 0.50 % 1.22 % 2.41 % Dividend yield — — — The weighted average grant-date fair value of employee options granted during the years ended December 31, 2021, 2020, and 2019 was $28.26, $33.78 and $34.14, respectively. The following table summarizes stock option activity for the years ended December 2021, 2020, and 2019: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2019 2,490,114 $ 15.70 Granted 745,525 54.66 Exercised (345,893) 11.73 Forfeited (134,403) 49.45 Outstanding at December 31, 2019 2,755,343 25.10 Granted 5,000 68.10 Exercised (554,007) 11.69 Forfeited (109,780) 44.17 Outstanding at December 31, 2020 2,096,556 $ 27.74 Granted 2,500 55.01 Exercised (365,770) 11.88 Forfeited (129,060) 46.45 Outstanding at December 31, 2021 1,604,226 $ 29.90 5.4 $ 3,200 Options vested and expected to vest at December 31, 2021 1,604,226 $ 29.90 5.4 $ 3,200 Exercisable at December 31, 2021 1,445,650 $ 27.16 5.2 $ 3,200 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 year 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 years ended December 31, 2021, 2020, and 2019 was $11,491, $22,768, and $14,316, respectively. As of December 31, 2021, there was $4,829 of 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 1.1 years. Cash received from option exercises for the years ended December 31, 2021, 2020, and 2019 was $4,072, $3,943, and $3,702, respectively. During the year ended December 31, 2020, 62,310 shares of common stock, with a fair value of $2,993, were delivered by option holders as payment for employee payroll taxes owed for the exercise of stock options. The Company recorded total stock-based compensation expense for the years ended December 31, 2021, 2020, and 2019 in the following expense categories of its consolidated statement of operations: Year Ended December 31, 2021 2020 2019 Cost of revenue - product $ 1,279 $ 887 $ 1,196 Cost of revenue - service 4,828 3,996 3,780 Research and development 7,903 6,061 7,499 Sales and marketing 3,221 2,432 4,282 General and administrative 21,223 19,179 10,521 Total stock-based compensation expense $ 38,454 $ 32,555 $ 27,278 Employee Stock Purchase Plan In February 2021, the Board, subject to stockholder approval, 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 of stockholders 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 December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 17. Fair Value Measurements The Company’s financial instruments consist of accounts receivable, client claims receivables, contract assets, accounts payable, client claims payable, contract liabilities, accrued expenses, line of credit, and long-term debt, which includes the Company’s convertible senior subordinated notes. The carrying values of accounts receivable, client claims receivables, contract assets, accounts payable, client claims payable, contract liabilities, and accrued expenses are representative of their fair value due to the relatively short-term nature of those instruments. The outstanding principal balance of the line of credit is representative of its fair value due to it being variable-rate debt. See below for additional information on the Company’s convertible senior subordinated notes. In connection with the acquisitions of the SinfoníaRx business in 2017, the Peak PACE business in 2018, the Cognify business in 2018, and DoseMe in 2019, additional consideration was payable by the Company contingent upon the achievement of certain financial and performance milestones. These acquisition-related contingent consideration liabilities represented the estimated fair value of the additional cash and equity consideration payable. In accordance with ASC 805, Business Combinations The acquisition-related contingent consideration liabilities were 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. In connection with the 2017 acquisition of the SinfoníaRx business, additional contingent consideration was payable by the Company based on SinfoníaRx’s EBITDA, as defined in the merger agreement, multiplied by a variable EBITDA multiple, which was based on a formula as set forth in the merger agreement. The SinfoníaRx acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of September 6, 2017. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the year ended December 31, 2019, the Company recorded a $624 charge for the change in fair value of the final SinfoníaRx acquisition-related contingent consideration amount. During the first quarter of 2019, the Company made the final cash payment of $43,150 and issued 614,225 shares of its common stock, with a fair value of $39,166, in full satisfaction of the SinfoníaRx acquisition-related contingent consideration payable. In connection with the 2018 acquisition of the Peak PACE business, additional consideration was payable by the Company based on Peak PACE’s EBITDA, as defined in the asset purchase agreement, multiplied by an EBITDA multiple. The Peak PACE acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of May 1, 2018. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the year ended December 31, 2019, the Company recorded a $163 charge for the change in the fair value of the final Peak PACE acquisition-related contingent consideration amount. The Company made the final cash payment of $1,642 in full satisfaction of the Peak PACE acquisition-related contingent consideration payable during the second quarter of 2019. 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. During the third quarter of 2020, pursuant to the terms of the stock purchase agreement, the Company elected to accelerate the payment of the Cognify 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 as of December 31, 2020. The Cognify 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. The fair value of the Cognify acquisition-related contingent consideration was calculated to be $166 as of December 31, 2020. 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 year ended December 31, 2019, the Company recorded a $3,000 charge for the change in the fair value of the Cognify acquisition-related contingent consideration primarily due to an amendment of certain definitions used in the calculation of the contingent consideration set forth in the stock purchase agreement and decreased discount period to the final measurement date. During the year ended December 31, 2020, the Company recorded a $2,613 charge for the change in the fair value of the Cognify acquisition-related contingent consideration liability primarily due to the accelerated payment. In connection with the 2019 acquisition of DoseMe, additional consideration was payable by the Company based on a multiple of DoseMe’s revenues associated with signed contracts during the twelve-month period ending November 30, 2019, as defined in the share purchase deed. The DoseMe acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of January 2, 2019. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent period. During the year ended December 31, 2019, the Company recorded a $30 charge for the change in fair value of the final DoseMe acquisition-related contingent consideration amount. During the third quarter of 2019, the Company elected to accelerate the payment of the contingent consideration and made a final cash payment of $8,750 in full satisfaction of the DoseMe acquisition-related contingent consideration payable. The changes in fair value of the Company’s acquisition-related contingent consideration liability for the years ended December 31, 2021 and 2020 were as follows: Balance at January 1, 2020 $ 10,800 Cash consideration paid (6,394) Fair value of stock consideration paid (6,853) Adjustments to fair value measurement 2,613 Balance at December 31, 2020 $ 166 Cash consideration paid (166) Balance at December 31, 2021 $ — The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of December 31, 2021: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 319,299 $ 269,750 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 13, the 2026 Notes are carried at their aggregate face value of $325,000, less any unaccreted debt discount and unamortized debt issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 18. Commitments and Contingencies (a) Employment Agreements The Company has employment agreements with each of the Company’s named executive officers and certain non-executive officers and key employees that provide for, among other things, salary and performance bonuses or other incentive compensation. Certain employment agreements may also provide for payments in the event of termination of the executives upon the occurrence of a change in control, and restrictive covenants pursuant to which the employees have agreed to refrain from competing with the Company or soliciting the Company’s employees or clients for a period following the employee’s termination of employment. (b) Legal Proceedings The Company is not currently involved in any significant claims or legal actions that, in the opinion of management, will have a material adverse impact on the Company. (c) 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 December 31, 2021 and 2020, the Company had $1,854 and $1,985, respectively, due to Thrifty Drug as a result of prescription drug purchases. In December 2019, the Company entered into an updated agreement with its data aggregation partner related to the Company’s pharmacy cost management services. The agreement was 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. 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 $1,272 over the contract term. As of December 31, 2021, the Company had a remaining commitment of $1,019. In August 2021, the Company entered into an agreement with a third party to provide information technology services. The agreement is effective November 1, 2021 and expires on October 31, 2026 and commits the Company to a minimum purchase obligation of $8,960 through October 31, 2024. As of December 31, 2021, the Company had a remaining commitment of $8,462. In October 2021, the Company entered into an agreement with a provider for enterprise support services. The agreement is effective October 1, 2021 and expires on September 30, 2024. The three year contract commits the company to an obligation of $7,050 over the duration of the contract term. As of December 31, 2021, the Company had a remaining commitment of $6,423. In November 2021, the Company entered into an agreement with a new provider of hosting services. The agreement is effective November 25, 2021 and expires on November 25, 2022 and commits the Company to a minimum purchase obligation of $1,598 over the contract term. As of December 31, 2021, the Company had a remaining commitment of $1,506. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plan | |
Retirement Plan | 19. Retirement Plan The Company has established a 401(k) plan that qualifies as a defined contribution plan under Section 401 of the Internal Revenue Code. The Company’s contributions to this plan are based on a percentage of eligible employees’ plan year earnings, as defined. The Company made matching contributions to participants’ accounts totaling $3,067, $2,732, and $2,242 during the years ended December 31, 2021, 2020, and 2019, respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Segment Reporting | 20. 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, PBM solutions, EHR 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 than 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, intangible asset impairment charge, settlement costs, business optimization expenses, severance costs, acquisition-related expense, and stock-based compensation expense. The Company Management considers revenue and Adjusted EBITDA to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as they eliminate the effect of items which are not indicative of each segment's core operating performance. The following tables present the Company’s segment information: CareVention HealthCare MedWise HealthCare Consolidated Year Ended December 31, 2021 Product revenue $ 189,591 $ 481 $ 190,072 Service revenue PACE solutions 58,417 — 58,417 Medication safety services — 38,500 38,500 Software subscription and services — 44,271 44,271 Total service revenue 58,417 82,771 141,188 Total revenue $ 248,008 $ 83,252 $ 331,260 Year Ended December 31, 2020 Product revenue $ 158,692 $ 901 $ 159,593 Service revenue PACE solutions 47,577 — 47,577 Medication safety services — 49,863 49,863 Software subscription and services — 40,186 40,186 Total service revenue 47,577 90,049 137,626 Total revenue $ 206,269 $ 90,950 $ 297,219 Year Ended December 31, 2019 Product revenue $ 137,130 $ — $ 137,130 Service revenue PACE solutions 45,908 — 45,908 Medication safety services — 69,917 69,917 Software subscription and services — 31,752 31,752 Total service revenue 45,908 101,669 147,577 Total revenue $ 183,038 $ 101,669 $ 284,707 CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Year Ended December 31, 2021 Adjusted EBITDA (loss) $ 56,572 $ 8,552 $ (45,513) $ 19,611 Year Ended December 31, 2020 Adjusted EBITDA (loss) $ 50,400 $ 9,280 $ (37,905) $ 21,775 Year Ended December 31, 2019 Adjusted EBITDA (loss) $ 47,491 $ 18,276 $ (27,846) $ 37,921 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: Year Ended December 31, 2021 2020 2019 Reconciliation of Net Loss to Adjusted EBITDA Net loss $ (79,055) $ (80,966) $ (32,436) Add: Interest expense, net 9,107 20,743 15,986 Income tax expense (benefit) 627 (5,168) (16,199) Depreciation and amortization 47,706 45,040 34,276 Change in fair value of acquisition-related contingent consideration expense — 2,613 3,816 Intangible asset impairment charge — 5,040 — Settlement 500 — — Business optimization expenses 1,168 — — Severance costs 887 873 — Acquisition-related expense 217 1,045 5,200 Stock-based compensation expense 38,454 32,555 27,278 Adjusted EBITDA $ 19,611 $ 21,775 $ 37,921 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 21. Related Party Transactions The Company’s CareVention HealthCare segment provides medication fulfillment pharmacy services and certain PACE solutions services to a client whose Chief Executive Officer is a member of the Company’s Board of Directors. For the years ended December 31, 2021, 2020, and 2019, approximately $6,605 , $5,631 and $5,572 , respectively, of revenue related to this client was included in the Company’s consolidated statements of operations, and approximately $67 and $257 was included in accounts receivable, net, as of December 31, 2021 and 2020, respectively, on the Company’s consolidated balance sheets. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Event | |
Subsequent Event | 22. Subsequent Events The Company evaluated certain non-core assets in February 2022, and commenced an initial plan to sell the DoseMe business, which was acquired in January 2019. The Company recently began a search for the appropriate strategic acquirer and expects to complete a sale within one year, pursuant to obtaining required approvals. On February 24, 2022, the Company expanded its existing relationship with a third-party service provider for business process support and technology services designed to enhance the operational efficiency of its third-party administration services and transform its As a result, the partner will hire approximately 180 employees from the Company, hire to fill existing open positions, and augment with additional resources to meet client demand. The agreement term is seven years and includes total estimated fees of $115,300 . During the first quarter of 2022 and through the date of this report, the Company experienced a sustained decline in the price of its common stock. A sustained decrease in the Company’s common stock is a potential indicator that impairment is present and may require a quantitative impairment assessment of the Company’s, assets including goodwill and intangible assets, which may result in an impairment charge for the first quarter of 2022. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Schedule II-Valuation and Qualifying Accounts | |
Schedule II-Valuation and Qualifying Accounts | Schedule I I—Valuation and Qualifying Accounts (in thousands) Additions Balance at Charged to Beginning of Costs and Balance at End Description Period Expenses Deductions Acquisition of Period Allowance for doubtful accounts: Year Ended December 31, 2021 $ 224 $ 464 $ (286) $ — $ 402 Year Ended December 31, 2020 $ 386 $ 126 $ (315) $ 27 $ 224 Year Ended December 31, 2019 $ 528 $ 745 $ (916) $ 29 $ 386 Allowance Change Balance at Recorded on In Foreign Beginning of Current Year Exchange Balance at End Description Period Losses Acquisition Rate of Period Deferred tax asset valuation allowance: Year Ended December 31, 2021 $ 23,178 $ 65,356 $ — $ (164) $ 88,370 Year Ended December 31, 2020 $ 3,161 $ 19,877 $ — $ 140 $ 23,178 Year Ended December 31, 2019 $ 1,436 $ 1,424 $ 301 $ — $ 3,161 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying 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 annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation . Effective January 1, 2020, in order to facilitate the administration, management, and development of the Company’s business and minimize the burden on the Company’s tax and regulatory reporting obligations, the Company implemented a reorganization pursuant to which all of the Company’s domestic subsidiaries, other than CK Solutions, LLC, merged with and into the Company’s wholly-owned subsidiary CareKinesis, Inc., which had previously changed its legal name on December 20, 2019 to TRHC OpCo, Inc. In the second quarter of 2020, TRHC OpCo, Inc. further changed its name to Tabula Rasa HealthCare Group, Inc. (“TRHC Group”). On January 1, 2022, PersonifilRx, LLC and Personica, LLC merged with and into TRHC Group. Following such reorganizations, the Company’s only directly owned subsidiary is TRHC Group, which is the parent of CK Solutions, LLC, three foreign subsidiaries related to the acquisition of DoseMe Holdings Pty Ltd, and TRHC TPA, LLC. In conjunction with the Company’s reorganization, the Company now operates its business through two segments, CareVention HealthCare and MedWise HealthCare, effective January 1, 2020. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 20 for a discussion of the Company’s reportable segments. |
Risks Related to the COVID-19 Pandemic | (b) Risks Related to the COVID-19 Pandemic The Company continues to closely monitor the impact of the 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, and 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. During 2020 and the first quarter of 2021, overall census growth for Programs of All-Inclusive Care for the Elderly (“PACE”) was below historical levels, which reduced the CareVention HealthCare segment’s growth. During the second quarter of 2021, the Company experienced a recovery in its net PACE census growth to pre-pandemic levels, which continued through the remainder of 2021 and positively impacted revenue within the Company’s CareVention HealthCare segment. The Company’s MedWise HealthCare segment continues to be impacted by the COVID-19 pandemic. Changes made by the Centers for Medicare & Medicaid Services (“CMS”) to their Medicare Part D Star Ratings improvement programs for health plans in response to the COVID-19 pandemic 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 clinical staff. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, the Company is not able to predict the continuing effects that the COVID-19 pandemic may have on its results of operations, financial condition, or liquidity. Management continues to actively monitor the COVID-19 pandemic and is prepared to mitigate potential adverse impacts to its business, including its financial position, liquidity, operations, suppliers, industry, and workforce. |
Use of Estimates | (c) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets, including definite-lived intangible assets, (iv) the evaluation of revenue recognition criteria, (v) the evaluation of contract assets and consideration payable to customers related to manufacturer rebates earned by the Company’s pharmacy benefit management solutions, (vi) the realizability of long-lived assets including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, and (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and may, in the future, engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. |
Revenue Recognition | (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligation is satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional details about the Company’s products and service lines. |
Research and Development | (g) Research and Development Research and development expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in the Company’s research and development functions. This personnel includes employees engaged in scientific research, healthcare analytics, the design and development of new scientific algorithms, and the enhancement of the Company’s software and technology platforms. Research and development expenses also include costs for the design and development of new software and technology to support the Company’s service offerings, including fees paid to third-party consultants, costs related to quality assurance and testing, and other allocated facility-related overhead and expenses. Costs incurred in research and development are charged to expense as incurred. |
Stock-Based Compensation | (h) Stock-Based Compensation The Company accounts for stock-based awards granted to employees and directors in accordance with ASC Topic 718, Compensation — Stock Compensation The grant-date fair value of employee and non-employee director restricted stock awards, restricted stock units, and performance stock units are determined using the Company’s closing stock price on the grant date. Restricted stock awards and restricted stock units generally vest over a one The grant-date fair value of employee and non-employee director stock option awards is determined using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method. The expected term of the stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The option price per share cannot be less than the fair market value of a share on the date the option was granted, and in the case of incentive stock options granted to an employee owning more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall not be less than 110% of the fair market value of Company stock on the date of grant. Stock option grants under the 2016 Plan (as defined below) generally expire 10 years from the date of grant, other than incentive stock option grants to 10% shareholders, which have a 5-year term, 90 days after termination, or one year after the date of death or termination due to disability. Stock options generally vest over a period of four years, with 25% of the options becoming exercisable on the one-year anniversary of the commencement date and the remaining shares vesting monthly thereafter for 36 months in equal installments of 2.08% per month. |
Income Taxes | (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. |
Net Loss per Share | (j) 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. |
Cash | (k) Cash Cash as of December 31, 2021 and 2020 consists of cash on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Restricted Cash | (l) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third-party administration services under the CareVention HealthCare segment, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. |
Accounts Receivable, net | (m) Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management estimates the expected lifetime credit losses on the Company’s trade receivables and contract assets using a broad range of reasonable and supportable information, which includes consideration of historical losses and current market conditions on the Company’s clients. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $402 and $224 as of December 31, 2021 and 2020, respectively. |
Inventories | (n) Inventories Inventories consist of prescription medications and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Client Claims Receivable and Client Claims Payable | (o) Client Claims Receivable and Client Claims Payable In conjunction with providing pharmacy benefit management (“PBM”) solutions for its clients, the Company collects payments for claims from its clients and remits them to the pharmacies that fulfilled the claims. Client claims receivable represents amounts invoiced to the Company’s PBM solutions clients for the adjudicated claims of the clients’ members. Client claims payable represents amounts owed to the pharmacies that filled the clients’ member claims. |
Leases | (p) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, and long-term debt, net, in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. As the rate implicit in the lease is not readily determinable for most leases, the Company uses its incremental borrowing rate in determining the net present value of lease payments. The Company estimates its incremental borrowing rate for each lease as of the measurement date with consideration of the risk-free rate for varying maturities corresponding to the remaining lease term, the risk premium attributed to the Company’s credit rating for a secured or collateralized instrument, and comparable borrowings of similarly-rated companies. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. |
Property and Equipment, net | (q) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Additions or improvements that increase the useful life of existing assets are capitalized, while expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. The Company depreciates computer hardware and purchased software over a life of three years and office furniture and equipment over a life of five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the consolidated statements of operations. |
Software Development Costs, net | (r) Software Development Costs, net Certain development costs of the Company’s internal-use software are capitalized in accordance with ASC Topic 350, Intangibles — Goodwill and Other |
Goodwill | (s) Goodwill Goodwill consists of the excess purchase price over fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Goodwill is assessed for impairment on October 1 st Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Prior to performing the quantitative assessment, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. Factors generally considered in the Company’s qualitative assessment that could trigger a quantitative assessment include significant underperformance relative to expected operating trends, significant changes in the way assets are used, underutilization of the Company’s tangible assets, discontinuance of certain products by the Company or by the Company’s clients, changes in the competitive environment, and significant negative industry or economic trends. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is below the carrying amount, a quantitative goodwill impairment test is required. In the quantitative assessment, the fair value of the reporting unit is determined using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. If the fair value of the reporting unit is greater than its carrying amount, then the carrying amount is deemed to be recoverable and no further action is required. If the fair value of the reporting unit is less than its carrying amount, then an indication of goodwill impairment exists for the reporting unit and an impairment loss is recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value, and a charge is recorded on the Company’s consolidated statements of operations. For its annual assessment for the year ended December 31, 2021, the Company performed a qualitative assessment of goodwill as of October 1, 2021, and determined that it was not more-likely-than-not that the fair value of its reporting units was less than the carrying amount. During fourth of quarter of 2021, Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the years ended December 31, 2020, and 2019, the Company performed a qualitative assessment of goodwill and determined that it was not more-likely-than-not that the fair value of its reporting units was less than the carrying amount. Accordingly, no impairment loss was recorded for the years ended December 31, 2021, 2020, or 2019. See Note 10 - Goodwill and Intangible Assets for additional information. |
Impairment of Long-Lived Assets Including Other Intangible Assets | (t) Impairment of Long-Lived Assets Including Other Intangible Assets Long-lived assets consist of property and equipment, software development costs, and definite-lived intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use and disposition of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows or a combination of income and market approaches. During fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to definite-lived intangible assets obtained from the DoseMe acquisition in 2019. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe assets was determined based on a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The estimated fair value of the DoseMe assets exceeded its carrying value. As a result, no intangible asset impairment charges were recorded for the year ended December 31, 2021. During fourth quarter of 2020, the Company determined that an indicator of impairment was present as related to definite-lived intangible assets obtained from the Medliance acquisition in 2014. The recoverability test indicated that certain intangible assets were impaired, and the Company recorded an aggregate impairment charge of $5,040 for the year ended December 2020. The Company did not identify any indicators of impairment and did See Note 10 - Goodwill and Intangible Assets for additional information. |
Deferred Debt Financing Costs | (u) Deferred Debt Financing Costs Costs related to obtaining debt financing are capitalized and amortized to interest expense over the term of the related debt using the effective-interest method. If debt is prepaid or retired early, the related unamortized deferred financing costs are written off in the period the debt is retired. |
Contingencies | (v) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. |
Advertising Costs | (x) Advertising Costs Advertising costs are charged to operations when the advertising first takes place. The Company incurred advertising costs of $1,359, $368 and $469 for the years ended December 31, 2021, 2020, and 2019, respectively, which is included in sales and marketing expense. |
Business Combinations | (y) Business Combinations The costs of business combinations are allocated to the assets acquired and liabilities assumed, in each case based on estimates of their respective fair values at the acquisition dates, using the purchase method of accounting. Fair values of intangible assets are estimated by valuation models prepared by management and third-party specialists. The assets purchased and liabilities assumed have been reflected in the Company’s consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Acquisition-related contingent consideration that is classified as a liability is measured at fair value at the acquisition date with changes in fair value after the acquisition date affecting earnings in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expenses in the consolidated statements of operations. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. |
Segment Reporting | (z) Segment Reporting The Company operates its business through two segments for the purposes of assessing performance and making operating decisions. 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 segments. |
Concentration of Credit Risk | (aa) Concentration of Credit Risk The Company's medication fulfillment services clients are sponsors of the federal Medicare Part D plan (prescription drug coverage plan) and, therefore, subject to the payment regulations established by the CMS. Under CMS guidelines, Medicare Part D sponsors are required to remit payment for claims within 14 calendar days of the date on which an electronic claim is received and within 30 calendar days of the date on which non-electronically submitted claims are received. The Company extends credit to clients based upon such terms, as well as management's evaluation of creditworthiness, and generally collateral is not required. The Company’s clients also include health plans, pharmacies, and other healthcare providers. Credit associated with these accounts is extended based upon management’s evaluation of creditworthiness and is monitored on an on-going basis. As of December 31, 2021, one client represented 12% of net accounts receivable. As of December 31, 2020, no single client represented 10% or more of net accounts receivable. For the years ended December 31, 2021, 2020, and 2019, one client in the Company’s CareVention HealthCare segment accounted for 12%, 12%, and 13% of total revenue, respectively. |
Fair Value of Financial Instruments | (bb) Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities or other inputs that are observable or can be corroborated by observable market. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Recent Accounting Pronouncements | (cc) Recent Accounting Pronouncements In August 2020, the FASB issued 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) 06”). ASU 2020-06 provides new guidance to simplify the accounting for convertible instruments by eliminating the cash conversion model. As compared with the current accounting standards, more convertible debt instruments will be reported as a single liability instrument and the interest rate of more convertible debt instruments will be closer to the coupon interest rate. ASU 2020-06 also aligns the consistency of diluted earnings per share calculations for convertible instruments by requiring that (1) an entity use the if-converted method and (2) share settlement be included in the diluted earnings per share calculation for both convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The treasury stock method will no longer be permitted. ASU 2020-06 is effective for financial statements issued for fiscal years beginning after December 15, 2021 and early adoption is permitted. Under ASC 470-20 Debt with Conversion and Other Options ASU 2020-06 allows adoption through either a modified retrospective method or a fully retrospective method of transition. In applying the modified retrospective transition method, the cumulative effect of the accounting change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. For the full retrospective method, the cumulative effect of the accounting change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. 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 13 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 |
Product | |
Accounting policies | |
Cost of Revenue | (e) Cost of Product Revenue (exclusive of depreciation and amortization) Cost of product revenue includes all costs directly related to the fulfillment and distribution of medications as part of the Company’s CareVention HealthCare offerings. These costs consist primarily of the purchase price of the medications that the Company dispenses, shipping, packaging, expenses associated with operating the Company’s medication fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Such costs also include direct overhead expenses, as well as allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. |
Service | |
Accounting policies | |
Cost of Revenue | (f) Cost of Service Revenue (exclusive of depreciation and amortization) Cost of service revenue includes all costs directly related to servicing the Company’s CareVention HealthCare and MedWise HealthCare service contracts. These costs primarily consist of labor costs, including stock-based compensation, outside contractors, and expenses related to supporting the Company’s software platforms, direct overhead expenses, and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. |
Shipping and Handling | |
Accounting policies | |
Cost of Revenue | (w) Shipping and Handling Costs Shipping and handling costs are charged to cost of product revenue when incurred. Shipping and handling costs totaled $9,410, $8,443, and $6,342 for the years ended December 31, 2021, 2020, and 2019, respectively. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue. | |
Schedule of disaggregation of revenue | Year Ended December 31, 2021 2020 2019 CareVention HealthCare: PACE product revenue $ 189,591 $ 158,692 $ 137,130 PACE solutions 58,417 47,577 45,908 $ 248,008 $ 206,269 $ 183,038 MedWise HealthCare: Product revenue $ 481 $ 901 $ — Medication safety services 38,500 49,863 69,917 Software subscription and services 44,271 40,186 31,752 $ 83,252 $ 90,950 $ 101,669 Total revenue $ 331,260 $ 297,219 $ 284,707 |
Schedule of contract assets and contract liabilities from contracts with customers | December 31, December 31, 2021 2020 Contract assets $ 12,869 $ 7,601 Contract liabilities 3,970 3,876 |
Schedule of significant changes in the contract assets and the contract liabilities balances | December 31, December 31, 2021 2020 Contract assets: Contract assets, beginning of year $ 7,601 $ 6,165 Decreases due to cash received (8,889) (4,523) Changes to the contract assets at the beginning of the year as a result of changes in estimates 2,392 518 Changes during the year, net of reclassifications to receivables 11,765 (268) Increases due to business combination — 5,709 Contract assets, end of year $ 12,869 $ 7,601 Contract liabilities: Contract liabilities, beginning of year $ 3,876 $ 4,930 Revenue recognized that was included in the contract liabilities balance at the beginning of the year (2,990) (3,912) Increases due to cash received, excluding amounts recognized as revenue during the year 3,084 2,858 Contract liabilities, end of year $ 3,970 $ 3,876 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net (loss) income per share | Year Ended December 31, 2021 2020 2019 Numerator (basic and diluted): Net loss $ (79,055) $ (80,966) $ (32,436) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 23,290,660 21,815,388 20,622,258 Net loss per share, basic and diluted $ (3.39) $ (3.71) $ (1.57) |
Schedule of shares excluded from the calculation of diluted net loss per share attributable to common stockholders | Year Ended December 31, 2021 2020 2019 Stock options to purchase common stock 1,604,226 2,096,556 2,755,343 Unvested restricted stock and restricted stock units 2,196,566 1,386,908 1,213,581 Common stock warrants 4,646,393 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 — — Contingently issuable shares — — 57,651 13,093,578 8,129,857 8,672,968 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of proforma results | Year Ended December 31, 2020 2019 Revenue $ 306,092 $ 300,134 Net loss (80,442) (34,548) |
Personica, LLC | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Cash $ 3,407 Accounts receivable 945 Inventories 322 Client claims receivable 8,736 Prepaid expenses and other current assets 4,747 Property and equipment 665 Operating lease right-of-use assets 645 Other assets 15 Trade names 700 Client relationships 28,300 Non-competition agreements 290 Goodwill 20,075 Total assets acquired $ 68,847 Client claims payable (8,022) Accrued expenses and other liabilities (9,645) Trade accounts payable (310) Operating lease liabilities (634) Total purchase price $ 50,236 |
Schedule of purchase price consideration | Cash consideration at closing, including post-closing adjustments $ 10,292 Promissory notes at closing, at fair value 16,355 Stock consideration at closing 23,589 Total fair value of acquisition consideration $ 50,236 |
Prescribe Wellness | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Accounts receivable $ 2,608 Prepaid expenses and other current assets 1,345 Property and equipment 1,155 Operating lease right-of-use-assets 1,515 Trade name 4,100 Developed technology 20,000 Patient database 21,700 Client relationships 74,100 Goodwill 30,714 Total assets acquired $ 157,237 Operating lease liabilities (1,515) Trade accounts payable (1,733) Accrued expenses and other liabilities (5,363) Total purchase price $ 148,626 |
DoseMe | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Accounts receivable $ 9 Prepaid expenses and other current assets 110 Trade name 89 Developed technology 16,200 Non-competition agreements 500 Goodwill 11,835 Total assets acquired $ 28,743 Trade accounts payable (17) Accrued expenses and other liabilities (366) Total purchase price, including contingent consideration of $8,720 $ 28,360 |
Schedule of purchase price consideration | Cash consideration at closing, net of post-closing adjustments $ 10,136 Stock consideration at closing 9,504 Estimated fair value of contingent consideration 8,720 Total fair value of acquisition consideration $ 28,360 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets | |
Schedule of Other Current Assets | December 31, 2021 2020 Contract assets $ 12,869 $ 7,601 Non-trade receivables 3,332 647 Other 2,243 1,504 Total other current assets $ 18,444 $ 9,752 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment. | |
Schedule of property plant and equipment | Estimated December 31, useful life 2021 2020 Computer hardware and purchased software 3 years $ 9,722 $ 8,971 Office furniture and equipment 5 years 14,157 12,376 Leasehold improvements 3-14 years 11,663 11,645 35,542 32,992 Less: accumulated depreciation and amortization (21,867) (17,922) Property and equipment, net $ 13,675 $ 15,070 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of components of lease expense | Year Ended December 31, 2021 2020 2019 Operating lease expense $ 4,664 $ 4,618 $ 3,981 Finance lease expense: Amortization of leased assets — 138 580 Interest on lease liabilities — 1 46 Total finance lease expense — 139 626 Variable lease expense 1,213 1,360 918 Short-term lease expense 139 140 247 Total lease expense $ 6,016 $ 6,257 $ 5,772 |
Summary of supplemental balance sheet information related to leases | December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 21,053 $ 21,711 Current operating lease liabilities $ 4,688 $ 4,402 Noncurrent operating lease liabilities 19,230 20,381 Total operating lease liabilities $ 23,918 $ 24,783 Finance leases: Property and equipment $ — $ 41 Accumulated amortization — (38) Property and equipment, net $ — $ 3 Current obligations of finance leases $ — $ 4 Finance leases, net of current obligations — — Total finance lease liabilities $ — $ 4 Weighted average remaining lease term (in years): Operating leases 6.7 7.7 Finance leases — 0.3 Weighted average discount rate: Operating leases 4.63 % 4.56 % Finance leases — % 10.98 % |
Summary of supplemental cash flow information related to leases | Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 4,916 $ 4,516 $ 4,138 Operating cash flows for finance leases — 1 42 Financing cash flows for finance leases 4 56 968 Leased assets obtained in exchange for lease liabilities: Operating leases $ 2,853 $ 2,400 $ 4,926 |
Summary of maturities of operating lease liabilities | Operating leases 2022 $ 4,788 2023 4,600 2024 4,079 2025 3,605 2026 3,292 Thereafter 7,429 Total minimum lease payments 27,793 Less imputed interest (3,875) Present value of lease liabilities 23,918 Less current portion (4,688) Total long-term lease liabilities $ 19,230 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Software Development Costs | |
Schedule of capitalized software costs | December 31, 2021 December 31, 2020 Software development costs $ 74,810 $ 48,548 Less: accumulated amortization (29,616) (20,666) Software development costs, net $ 45,194 $ 27,882 Capitalized software development costs included above not yet subject to amortization $ 6,609 $ 4,382 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | CareVention HealthCare MedWise HealthCare Total Balance at January 1, 2020 $ — $ — $ 150,760 Segment realignment 95,248 55,512 — Goodwill from 2020 acquisition 20,102 — 20,102 Balance at January 1, 2021 $ 115,350 $ 55,512 $ 170,862 Adjustments to goodwill related to prior year acquisition (27) — (27) Balance at December 31, 2021 $ 115,323 $ 55,512 $ 170,835 |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2021 Trade names 4.5 $ 5,529 $ (3,244) $ 2,285 Client relationships 12.3 145,629 (38,026) 107,603 Non-competition agreements 5.0 6,892 (5,355) 1,537 Developed technology 7.8 65,414 (31,624) 33,790 Patient database 5.0 21,700 (12,297) 9,403 Domain name 10.0 59 (27) 32 Total intangible assets $ 245,223 $ (90,573) $ 154,650 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, 2022 27,089 2023 25,804 2024 18,521 2025 14,038 2026 12,830 Thereafter 56,368 Total estimated amortization expense $ 154,650 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2021 December 31, 2020 Employee related expenses $ 12,264 $ 8,218 Contract liability 3,659 3,205 Customer deposits 904 904 Client funds obligations* 6,038 5,170 Contract labor 970 1,374 Interest 2,281 3,690 Professional fees 1,634 572 Consideration payable to customer 15,971 5,968 Non-income taxes payable 102 151 Other expenses 3,833 2,716 Total accrued expenses and other liabilities $ 47,656 $ 31,968 |
Lines of Credit and Long-Term_2
Lines of Credit and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | December 31, 2021 December 31, 2020 Convertible senior subordinated notes $ 325,000 $ 325,000 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (5,701) (85,715) Convertible senior subordinated notes, net 319,299 239,285 Finance leases — 4 Total long-term debt and finance leases, net 319,299 239,289 Less current portion of finance leases — (4) Total long-term debt, net $ 319,299 $ 239,285 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of (loss) income | Years Ended December 31, 2021 2020 2019 United States $ (76,187) $ (83,617) $ (45,821) International (2,241) (2,517) (2,814) Total loss before income taxes $ (78,428) $ (86,134) $ (48,635) |
Schedule of expense (benefit) from income taxes | Years Ended December 31, 2021 2020 2019 Current: State and local $ 114 $ 134 $ 154 Total current income tax expense 114 134 154 Deferred: US federal 96 (2,802) (13,356) State and local 417 (2,500) (2,997) Total deferred income tax expense (benefit) 513 (5,302) (16,353) Total income tax expense (benefit) $ 627 $ (5,168) $ (16,199) |
Schedule of principal components of deferred tax assets (liabilities) | December 31, 2021 2020 Deferred tax assets: Net federal operating loss carryforward $ 45,037 $ 30,897 Net state operating loss carryforward 10,597 7,225 Net international operating loss carryforward 3,554 2,874 Interest expense limitation carryforward 14,501 3,224 Unamortized debt discount 17,515 — Accruals 1,257 1,132 Amortizable intangible assets 1,479 — Stock options 8,671 6,902 Operating lease liabilities 6,335 6,543 Other 562 290 Deferred tax assets 109,508 59,087 Less: valuation allowances (88,370) (23,178) Deferred tax assets after valuation allowance 21,138 35,909 Deferred tax liabilities: Unamortized debt discount — (20,665) Fixed assets (12,080) (7,542) Operating lease right-of-use assets (5,576) (5,732) Amortizable intangible assets — (2,156) Indefinite-lived intangibles (4,830) (3,029) Other (54) (139) Deferred tax liabilities (22,540) (39,263) Net deferred tax liabilities $ (1,402) $ (3,354) |
Schedule of change in valuation allowance | Year-Ended December 31, 2021 2020 Balance at beginning of the year $ 23,178 $ 3,161 Increase due to NOLs and temporary differences 65,356 19,877 Change in foreign exchange rate (164) 140 Balance at end of the year $ 88,370 $ 23,178 |
Schedule of reconciliation of income tax (expense) benefit | December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 14.2 5.3 5.6 Change in valuation allowance (61.4) (23.1) (2.9) Non-deductible stock compensation and tax windfall benefits, net (0.7) 2.5 7.2 Change in fair value of contingent consideration — (0.6) (1.6) Change in deduction for debt discount amortization 25.3 — — Non-deductible expenses and other 0.8 0.9 4.0 Effective income tax rate (0.8) % 6.0 % 33.3 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at January 1, 2019 1,070,061 $ 20.61 Granted 591,402 54.91 Vested (434,643) 18.54 Forfeited (13,239) 55.05 Outstanding at December 31, 2019 1,213,581 37.69 Granted 581,107 59.83 Vested (356,389) 45.89 Forfeited (51,391) 57.14 Outstanding at December 31, 2020 1,386,908 $ 44.14 Granted 1,457,752 40.02 Vested (502,410) 48.42 Forfeited (145,684) 47.76 Outstanding at December 31, 2021 2,196,566 $ 40.19 |
Schedule of weighted average assumptions for employee grants | Year Ended December 31, Valuation assumptions: 2021 2020 2019 Expected volatility 58.57 % 56.10 % 68.00 % Expected term (years) 5.48 5.25 6.03 Risk-free interest rate 0.50 % 1.22 % 2.41 % Dividend yield — — — |
Summary of stock option activity | Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2019 2,490,114 $ 15.70 Granted 745,525 54.66 Exercised (345,893) 11.73 Forfeited (134,403) 49.45 Outstanding at December 31, 2019 2,755,343 25.10 Granted 5,000 68.10 Exercised (554,007) 11.69 Forfeited (109,780) 44.17 Outstanding at December 31, 2020 2,096,556 $ 27.74 Granted 2,500 55.01 Exercised (365,770) 11.88 Forfeited (129,060) 46.45 Outstanding at December 31, 2021 1,604,226 $ 29.90 5.4 $ 3,200 Options vested and expected to vest at December 31, 2021 1,604,226 $ 29.90 5.4 $ 3,200 Exercisable at December 31, 2021 1,445,650 $ 27.16 5.2 $ 3,200 |
Schedule of recorded stock-based compensation expense related to stock options | Year Ended December 31, 2021 2020 2019 Cost of revenue - product $ 1,279 $ 887 $ 1,196 Cost of revenue - service 4,828 3,996 3,780 Research and development 7,903 6,061 7,499 Sales and marketing 3,221 2,432 4,282 General and administrative 21,223 19,179 10,521 Total stock-based compensation expense $ 38,454 $ 32,555 $ 27,278 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of reconciliation of liability measured at fair value on recurring basis using significant unobservable inputs | Balance at January 1, 2020 $ 10,800 Cash consideration paid (6,394) Fair value of stock consideration paid (6,853) Adjustments to fair value measurement 2,613 Balance at December 31, 2020 $ 166 Cash consideration paid (166) Balance at December 31, 2021 $ — |
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 $ 319,299 $ 269,750 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Schedule of reportable operating segment information | CareVention HealthCare MedWise HealthCare Consolidated Year Ended December 31, 2021 Product revenue $ 189,591 $ 481 $ 190,072 Service revenue PACE solutions 58,417 — 58,417 Medication safety services — 38,500 38,500 Software subscription and services — 44,271 44,271 Total service revenue 58,417 82,771 141,188 Total revenue $ 248,008 $ 83,252 $ 331,260 Year Ended December 31, 2020 Product revenue $ 158,692 $ 901 $ 159,593 Service revenue PACE solutions 47,577 — 47,577 Medication safety services — 49,863 49,863 Software subscription and services — 40,186 40,186 Total service revenue 47,577 90,049 137,626 Total revenue $ 206,269 $ 90,950 $ 297,219 Year Ended December 31, 2019 Product revenue $ 137,130 $ — $ 137,130 Service revenue PACE solutions 45,908 — 45,908 Medication safety services — 69,917 69,917 Software subscription and services — 31,752 31,752 Total service revenue 45,908 101,669 147,577 Total revenue $ 183,038 $ 101,669 $ 284,707 |
Schedules of reconciliation of net loss to Adjusted EBITDA | CareVention HealthCare MedWise HealthCare Shared Services Consolidated Adjusted EBITDA (loss): Year Ended December 31, 2021 Adjusted EBITDA (loss) $ 56,572 $ 8,552 $ (45,513) $ 19,611 Year Ended December 31, 2020 Adjusted EBITDA (loss) $ 50,400 $ 9,280 $ (37,905) $ 21,775 Year Ended December 31, 2019 Adjusted EBITDA (loss) $ 47,491 $ 18,276 $ (27,846) $ 37,921 Year Ended December 31, 2021 2020 2019 Reconciliation of Net Loss to Adjusted EBITDA Net loss $ (79,055) $ (80,966) $ (32,436) Add: Interest expense, net 9,107 20,743 15,986 Income tax expense (benefit) 627 (5,168) (16,199) Depreciation and amortization 47,706 45,040 34,276 Change in fair value of acquisition-related contingent consideration expense — 2,613 3,816 Intangible asset impairment charge — 5,040 — Settlement 500 — — Business optimization expenses 1,168 — — Severance costs 887 873 — Acquisition-related expense 217 1,045 5,200 Stock-based compensation expense 38,454 32,555 27,278 Adjusted EBITDA $ 19,611 $ 21,775 $ 37,921 |
Nature of Business (Details)
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2021itempharmacyInstitutionplan | |
Nature of Business | |
Number of call centers | 7 |
Health plans | Minimum | |
Nature of Business | |
Number of organizations served | plan | 350 |
Pharmacies | |
Nature of Business | |
Number of organizations served | pharmacy | 18,000 |
Hospitals | Minimum | |
Nature of Business | |
Number of organizations served | Institution | 200 |
At-risk provider-based groups | Minimum | |
Nature of Business | |
Number of organizations served | 150 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Summary of Significant Accounting Policies | |
Number of operating segment | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Restricted stock and restricted stock units | Minimum | |
Stock-Based Compensation | |
Vesting period | 1 year |
Restricted stock and restricted stock units | Maximum | |
Stock-Based Compensation | |
Vesting period | 4 years |
Stock options | |
Stock-Based Compensation | |
Expiration term | 10 years |
Vesting period | 4 years |
Stock options | Vesting, Tranche 1 | |
Stock-Based Compensation | |
Vesting period | 1 year |
Vesting (as a percent) | 25.00% |
Stock options | Vesting, Tranche 2 | |
Stock-Based Compensation | |
Period of monthly vesting | 36 months |
Monthly vesting (as a percent) | 2.08% |
Stock options | Share-based Payment Arrangement, Employee owning more than 10% of voting power | |
Stock-Based Compensation | |
Expiration term | 5 years |
Expiration term after termination | 90 days |
Expiration term after death or termination due to disability | 1 year |
Stock options | Share-based Payment Arrangement, Employee owning more than 10% of voting power | Minimum | |
Stock-Based Compensation | |
Ownership (as a percent) | 10.00% |
Option price as percentage of fair market value of common stock on the date of grant | 110.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, net | ||
Allowance for doubtful accounts | $ 402 | $ 224 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment and Software Development Costs, net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer hardware and purchased software | |
Property and Equipment | |
Useful life | 3 years |
Office furniture and equipment | |
Property and Equipment | |
Useful life | 5 years |
Software development | |
Property and Equipment | |
Useful life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Intangible asset impairment | $ 0 | $ 5,040 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Shipping and Handling (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of revenue | |||
Cost of revenue | $ 233,356 | $ 204,812 | $ 181,355 |
Shipping and Handling | |||
Disaggregation of revenue | |||
Cost of revenue | $ 9,410 | $ 8,443 | $ 6,342 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Advertising Costs and Segment Data (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary of Significant Accounting Policies | |||
Advertising costs | $ | $ 1,359 | $ 368 | $ 469 |
Number of operating segment | segment | 2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentrations (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019customer | Feb. 12, 2019 | |
Concentration Risk | ||||
Electronic payment term of claims | 14 days | |||
Nonelectronic payment term of claims | 30 days | |||
Net lease assets | $ | $ 21,053 | $ 21,711 | ||
Lease liabilities | $ | $ 23,918 | $ 24,783 | ||
Convertible Senior Subordinated Notes | ||||
Concentration Risk | ||||
Interest rate (as a percent) | 1.75% | 1.75% | ||
Accounts Receivable | Credit risk | Client One | ||||
Concentration Risk | ||||
Number of customers | customer | 1 | |||
Concentration risk (as a percent) | 12.00% | |||
Revenue | Customer risk | Client One | ||||
Concentration Risk | ||||
Number of customers | customer | 1 | 1 | 1 | |
Concentration risk (as a percent) | 12.00% | 12.00% | 13.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 12, 2019 | Dec. 31, 2018 |
Recent Accounting Pronouncements | ||||||
Stockholders' Equity Attributable to Parent | $ 55,756 | $ 168,529 | $ 185,548 | $ 139,009 | ||
Additional paid-in capital | 320,392 | 352,445 | ||||
Deferred tax liability, net | 1,402 | 3,354 | ||||
Accumulated deficit | $ (260,347) | (179,900) | ||||
Convertible Senior Subordinated Notes | ||||||
Recent Accounting Pronouncements | ||||||
Interest rate (as a percent) | 1.75% | 1.75% | ||||
Long term debt, net | $ 319,299 | 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) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of revenue | |||
Total revenue | $ 331,260 | $ 297,219 | $ 284,707 |
Product | |||
Disaggregation of revenue | |||
Total revenue | 190,072 | 159,593 | 137,130 |
Service | |||
Disaggregation of revenue | |||
Total revenue | 141,188 | 137,626 | 147,577 |
PACE solutions | |||
Disaggregation of revenue | |||
Total revenue | 58,417 | 47,577 | 45,908 |
Medication safety services | |||
Disaggregation of revenue | |||
Total revenue | 38,500 | 49,863 | 69,917 |
Software subscription and services | |||
Disaggregation of revenue | |||
Total revenue | 44,271 | 40,186 | 31,752 |
CareVention HealthCare | |||
Disaggregation of revenue | |||
Total revenue | 248,008 | 206,269 | 183,038 |
CareVention HealthCare | Product | |||
Disaggregation of revenue | |||
Total revenue | 189,591 | 158,692 | 137,130 |
CareVention HealthCare | PACE product revenue | |||
Disaggregation of revenue | |||
Total revenue | 189,591 | 158,692 | 137,130 |
CareVention HealthCare | Service | |||
Disaggregation of revenue | |||
Total revenue | 58,417 | 47,577 | 45,908 |
CareVention HealthCare | PACE solutions | |||
Disaggregation of revenue | |||
Total revenue | 58,417 | 47,577 | 45,908 |
MedWise HealthCare | |||
Disaggregation of revenue | |||
Total revenue | 83,252 | 90,950 | 101,669 |
MedWise HealthCare | Product | |||
Disaggregation of revenue | |||
Total revenue | 481 | 901 | |
MedWise HealthCare | Service | |||
Disaggregation of revenue | |||
Total revenue | 82,771 | 90,049 | 101,669 |
MedWise HealthCare | Medication safety services | |||
Disaggregation of revenue | |||
Total revenue | 38,500 | 49,863 | 69,917 |
MedWise HealthCare | Software subscription and services | |||
Disaggregation of revenue | |||
Total revenue | $ 44,271 | $ 40,186 | $ 31,752 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Balances | |||
Contract assets | $ 12,869 | $ 7,601 | $ 6,165 |
Contract liabilities | $ 3,970 | $ 3,876 | $ 4,930 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract assets: | ||
Contract assets, beginning of period | $ 7,601 | $ 6,165 |
Decreases due to cash received | (8,889) | (4,523) |
Changes to the contract assets at the beginning of the period as a result of changes in estimates | 2,392 | 518 |
Changes during the period, net of reclassifications to receivables | 11,765 | (268) |
Increases due to business combination | 5,709 | |
Contract assets, end of period | 12,869 | 7,601 |
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 | (2,990) | (3,912) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 3,084 | 2,858 |
Contract liabilities, end of period | $ 3,970 | $ 3,876 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator (basic and diluted): | |||
Net loss, basic | $ (79,055) | $ (80,966) | $ (32,436) |
Net loss, diluted | $ (79,055) | $ (80,966) | $ (32,436) |
Denominator (basic and diluted): | |||
Weighted average common shares outstanding, basic (in shares) | 23,290,660 | 21,815,388 | 20,622,258 |
Weighted average common shares outstanding, diluted (in shares) | 23,290,660 | 21,815,388 | 20,622,258 |
Net loss per share, basic (in dollars per share) | $ (3.39) | $ (3.71) | $ (1.57) |
Net loss per share, diluted (in dollars per share) | $ (3.39) | $ (3.71) | $ (1.57) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | |||
Amount of antidilutive securities excluded from computation of earnings per share | 13,093,578 | 8,129,857 | 8,672,968 |
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 | 1,604,226 | 2,096,556 | 2,755,343 |
Restricted stock and restricted stock units | |||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | |||
Amount of antidilutive securities excluded from computation of earnings per share | 2,196,566 | 1,386,908 | 1,213,581 |
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 | 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 | ||
Contingently issuable shares | |||
Securities excluded from the calculation of diluted net loss per share attributable to common stockholders | |||
Amount of antidilutive securities excluded from computation of earnings per share | 57,651 |
Acquisitions - Personica (Detai
Acquisitions - Personica (Details) - USD ($) $ in Thousands | Oct. 05, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisition | |||||||
Direct acquisition costs | $ 217 | $ 1,045 | $ 5,200 | ||||
Purchase price consideration | |||||||
Stock consideration at closing | 23,589 | 9,504 | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Goodwill | 170,835 | 170,862 | 150,760 | ||||
Total revenue | 331,260 | 297,219 | 284,707 | ||||
Net loss | (79,055) | (80,966) | (32,436) | ||||
Amortization of Intangible Assets | $ 28,444 | $ 30,570 | 25,684 | ||||
Trade name | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Weighted average amortization period | 4 years 6 months | 3 years 8 months 12 days | |||||
Non-competition agreements | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Weighted average amortization period | 5 years | 5 years | |||||
Product | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | $ 190,072 | $ 159,593 | 137,130 | ||||
Service | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | 141,188 | 137,626 | $ 147,577 | ||||
Personica, LLC | |||||||
Acquisition | |||||||
Cash consideration | $ 10,000 | ||||||
Issuance of common stock (in shares) | 555,555 | ||||||
Direct acquisition costs | $ 217 | 794 | |||||
Purchase price consideration | |||||||
Cash consideration at closing, including post-closing adjustments | $ 10,292 | ||||||
Promissory notes at closing, at fair value | 16,355 | ||||||
Stock consideration at closing | 23,589 | ||||||
Total fair value of acquisition consideration | 50,236 | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Cash | 3,407 | ||||||
Accounts receivable | 945 | ||||||
Inventories | 322 | ||||||
Client claims receivable | 8,736 | ||||||
Prepaid expenses and other current assets | 4,747 | ||||||
Property and equipment | 665 | ||||||
Operating lease right-of-use assets | 645 | ||||||
Other assets | 15 | ||||||
Goodwill | 20,075 | ||||||
Total assets acquired | 68,847 | ||||||
Client claims payable | (8,022) | ||||||
Accrued expenses and other liabilities | (9,645) | ||||||
Trade accounts payable | (310) | ||||||
Operating lease liabilities | (634) | ||||||
Total purchase price | $ 50,236 | ||||||
Weighted average amortization period | 11 years 9 months 18 days | ||||||
Net loss | 5 | ||||||
Amortization of Intangible Assets | 625 | ||||||
Personica, LLC | Trade name | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 700 | ||||||
Weighted average amortization period | 5 years 7 months 6 days | ||||||
Personica, LLC | Client relationships intangible asset | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 28,300 | ||||||
Weighted average amortization period | 12 years | ||||||
Personica, LLC | Non-competition agreements | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 290 | ||||||
Weighted average amortization period | 5 years | ||||||
Personica, LLC | Notes | |||||||
Acquisition | |||||||
Amount of promissory notes | $ 17,000 | ||||||
Amount of promissory notes paid in cash during period | $ 4,000 | $ 5,500 | $ 7,500 | ||||
Reduction in amount paid | $ 458 | ||||||
Personica, LLC | Product | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | 1,804 | ||||||
Personica, LLC | Service | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | $ 1,738 |
Acquisitions - Prescribe Wellne
Acquisitions - Prescribe Wellness (Details) $ in Thousands | Mar. 05, 2019USD ($)company | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Acquisition | ||||
Direct acquisition costs | $ 217 | $ 1,045 | $ 5,200 | |
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Goodwill | 170,835 | 170,862 | 150,760 | |
Total revenue | 331,260 | 297,219 | 284,707 | |
Net loss | (79,055) | (80,966) | (32,436) | |
Amortization expense | $ 28,444 | $ 30,570 | 25,684 | |
Trade name | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Weighted average amortization period | 4 years 6 months | 3 years 8 months 12 days | ||
Developed technology | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Weighted average amortization period | 7 years 9 months 18 days | 8 years | ||
Patient database | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Weighted average amortization period | 5 years | 5 years | ||
Prescribe Wellness | ||||
Acquisition | ||||
Cash consideration | $ 150,000 | |||
Direct acquisition costs | 3,243 | |||
Purchase price consideration | ||||
Cash consideration at closing, including post-closing adjustments | 148,626 | |||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Accounts receivable | 2,608 | |||
Prepaid expenses and other current assets | 1,345 | |||
Property and equipment | 1,155 | |||
Operating lease right-of-use-assets | 1,515 | |||
Goodwill | 30,714 | |||
Total assets acquired | 157,237 | |||
Operating lease liabilities | (1,515) | |||
Trade accounts payable | (1,733) | |||
Accrued expenses and other liabilities | (5,363) | |||
Total purchase price | $ 148,626 | |||
Weighted average amortization period | 11 years 4 months 24 days | |||
Total revenue | $ 26,832 | |||
Revenue from Contract with Customer, Product and Service | Service | |||
Reduction to revenue recorded due to purchase accounting effects of recording deferred revenue at fair value | $ 1,656 | |||
Net loss | (9,047) | |||
Amortization expense | $ 10,377 | |||
Prescribe Wellness | Minimum | ||||
Acquisition | ||||
Number of pharmacies with which acquiree facilitates collaboration | company | 15,000 | |||
Prescribe Wellness | Trade name | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 4,100 | |||
Weighted average amortization period | 5 years | |||
Prescribe Wellness | Developed technology | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 20,000 | |||
Weighted average amortization period | 10 years | |||
Prescribe Wellness | Patient database | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 21,700 | |||
Weighted average amortization period | 5 years | |||
Prescribe Wellness | Client relationships intangible asset | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 74,100 | |||
Weighted average amortization period | 14 years |
Acquisitions - DoseMe (Details)
Acquisitions - DoseMe (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisition | |||||
Payments of contingent consideration | $ 99 | $ 3,801 | $ 29,062 | ||
Direct acquisition costs | 217 | 1,045 | 5,200 | ||
Purchase price consideration | |||||
Stock consideration at closing | 23,589 | 9,504 | |||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Goodwill | 170,835 | 170,862 | 150,760 | ||
Total revenue | 331,260 | 297,219 | 284,707 | ||
Net loss | (79,055) | (80,966) | (32,436) | ||
Amortization expense | $ 28,444 | $ 30,570 | 25,684 | ||
Trade name | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Weighted average amortization period | 4 years 6 months | 3 years 8 months 12 days | |||
Developed technology | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Weighted average amortization period | 7 years 9 months 18 days | 8 years | |||
Non-competition agreements | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Weighted average amortization period | 5 years | 5 years | |||
DoseMe | |||||
Acquisition | |||||
Issuance of common stock (in shares) | 149,053 | ||||
Payments of contingent consideration | $ 8,750 | ||||
Direct acquisition costs | 104 | ||||
Purchase price consideration | |||||
Cash consideration at closing, including post-closing adjustments | $ 10,136 | ||||
Stock consideration at closing | 9,504 | ||||
Estimated fair value of contingent consideration | 8,720 | ||||
Total fair value of acquisition consideration | 28,360 | ||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Accounts receivable | 9 | ||||
Prepaid expenses and other current assets | 110 | ||||
Goodwill | 11,835 | ||||
Total assets acquired | 28,743 | ||||
Trade accounts payable | (17) | ||||
Accrued expenses and other liabilities | (366) | ||||
Total purchase price | 28,360 | ||||
Acquisition-related contingent consideration | $ 8,720 | ||||
Weighted average amortization period | 7 years 4 months 24 days | ||||
Total revenue | $ 336 | ||||
Revenue from Contract with Customer, Product and Service | Service | ||||
Net loss | $ (4,250) | ||||
Amortization expense | $ 2,282 | ||||
DoseMe | Maximum | |||||
Acquisition | |||||
Cash consideration | $ 10,000 | ||||
Contingent earn out payment | 10,000 | ||||
DoseMe | Trade name | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Intangible assets | $ 89 | ||||
Weighted average amortization period | 4 years | ||||
DoseMe | Developed technology | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Intangible assets | $ 16,200 | ||||
Weighted average amortization period | 7 years 6 months | ||||
DoseMe | Non-competition agreements | |||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||
Intangible assets | $ 500 | ||||
Weighted average amortization period | 5 years |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisitions | ||
Revenue | $ 306,092 | $ 300,134 |
Net loss | $ (80,442) | $ (34,548) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Current Assets | |||
Contract assets | $ 12,869 | $ 7,601 | $ 6,165 |
Non-trade receivables | 3,332 | 647 | |
Other | 2,243 | 1,504 | |
Total other current assets | $ 18,444 | $ 9,752 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | |||
Property and equipment, gross | $ 35,542 | $ 32,992 | |
Less: accumulated depreciation and amortization | (21,867) | (17,922) | |
Property and equipment, net | 13,675 | 15,070 | |
Depreciation and amortization | $ 47,706 | 45,040 | $ 34,276 |
Computer hardware and purchased software | |||
Property and Equipment | |||
Useful life | 3 years | ||
Property and equipment, gross | $ 9,722 | 8,971 | |
Office furniture and equipment | |||
Property and Equipment | |||
Useful life | 5 years | ||
Property and equipment, gross | $ 14,157 | 12,376 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 11,663 | 11,645 | |
Property and equipment | |||
Property and Equipment | |||
Depreciation and amortization | $ 4,711 | $ 5,012 | $ 4,409 |
Minimum | Leasehold improvements | |||
Property and Equipment | |||
Useful life | 3 years | ||
Maximum | Leasehold improvements | |||
Property and Equipment | |||
Useful life | 14 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of lease expense | |||
Operating lease expense | $ 4,664 | $ 4,618 | $ 3,981 |
Finance lease expense | |||
Amortization of leased assets | 138 | 580 | |
Interest on lease liabilities | 1 | 46 | |
Total finance lease expense | 139 | 626 | |
Variable lease expense | 1,213 | 1,360 | 918 |
Short-term lease expense | 139 | 140 | 247 |
Total lease expense | $ 6,016 | $ 6,257 | $ 5,772 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
Operating lease right-of-use assets | $ 21,053 | $ 21,711 |
Current operating lease liabilities | 4,688 | 4,402 |
Noncurrent operating lease liabilities | 19,230 | 20,381 |
Total operating lease liabilities | $ 23,918 | 24,783 |
Finance leases | ||
Finance leases: Property and equipment | 41 | |
Finance leases: Accumulated amortization | (38) | |
Finance leases: Property and equipment, net | $ 3 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position | Property and equipment, net | Property and equipment, net |
Current obligations of finance leases | $ 4 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Excluding Line of Credit | Long-term Debt and Lease Obligation, Excluding Line of Credit |
Total finance lease liabilities | $ 4 | |
Weighted average remaining lease term (in years): Operating leases | 6 years 8 months 12 days | 7 years 8 months 12 days |
Weighted average remaining lease term (in years): Finance leases | 3 months 18 days | |
Weighted average discount rate: Operating leases (as a percent) | 4.63% | 4.56% |
Weighted average discount rate: Finance leases (as a percent) | 10.98% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases | $ 4,916 | $ 4,516 | $ 4,138 |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases | 1 | 42 | |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases | 4 | 56 | 968 |
Office space and equipment, excluding lease assets acquired in DoseMe, PrescribeWellness, and Personica acquisitions | |||
Leases | |||
Leased assets obtained in exchange for lease liabilities: Operating leases | $ 2,853 | $ 2,400 | $ 4,926 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
2022 | $ 4,788 | |
2023 | 4,600 | |
2024 | 4,079 | |
2025 | 3,605 | |
2026 | 3,292 | |
Thereafter | 7,429 | |
Total minimum lease payments | 27,793 | |
Less: imputed interest | (3,875) | |
Present value of lease liabilities | 23,918 | $ 24,783 |
Less current portion | (4,688) | (4,402) |
Total long-term lease liabilities | $ 19,230 | $ 20,381 |
Leases - Additional Operating L
Leases - Additional Operating Lease Commitments (Details) - Florida $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
Additional operating lease commitments that have not yet commenced | $ 600 |
Minimum | |
Leases | |
Lease term for operating lease commitments that have not yet commenced | 3 years |
Maximum | |
Leases | |
Lease term for operating lease commitments that have not yet commenced | 5 years |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Software Development Costs | |||
Software development costs | $ 74,810 | $ 48,548 | |
Less: accumulated amortization | (29,616) | (20,666) | |
Software development costs, net | 45,194 | 27,882 | |
Capitalized software development costs included above not yet subject to amortization | 6,609 | 4,382 | |
Amortization expense | $ 14,534 | $ 9,458 | $ 4,183 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill and related changes | |||
Goodwill at beginning of period | $ 170,862 | $ 150,760 | |
Goodwill from 2020 acquisitions | 20,102 | ||
Adjustments to goodwill related to prior year acquisition | (27) | ||
Goodwill at end of period | 170,835 | 170,862 | $ 150,760 |
Goodwill impairment | 0 | 0 | 0 |
Goodwill accumulated impairment loss | $ 0 | 0 | $ 0 |
Number of operating segment | segment | 2 | ||
CareVention HealthCare | |||
Goodwill and related changes | |||
Goodwill at beginning of period | $ 115,350 | ||
Segment realignment | 95,248 | ||
Goodwill from 2020 acquisitions | 20,102 | ||
Adjustments to goodwill related to prior year acquisition | (27) | ||
Goodwill at end of period | 115,323 | 115,350 | |
MedWise HealthCare | |||
Goodwill and related changes | |||
Goodwill at beginning of period | 55,512 | ||
Segment realignment | 55,512 | ||
Goodwill at end of period | $ 55,512 | $ 55,512 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets | ||||
Intangible asset impairment | $ 0 | $ 5,040 | $ 0 | |
Gross Value | 245,223 | 260,629 | ||
Accumulated Amortization | (90,573) | (77,535) | ||
Intangible Assets, net | 154,650 | 183,094 | ||
Amortization expense | 28,444 | $ 30,570 | 25,684 | |
DoseMe | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 7 years 4 months 24 days | |||
Intangible Assets, net | $ 9,942 | |||
Amortization expense | $ 2,282 | |||
Trade name | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 4 years 6 months | 3 years 8 months 12 days | ||
Gross Value | $ 5,529 | $ 11,955 | ||
Accumulated Amortization | (3,244) | (8,286) | ||
Intangible Assets, net | $ 2,285 | $ 3,669 | ||
Useful life of intangible asset | 3 years 4 months 24 days | 10 years | ||
Trade name | DoseMe | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 4 years | |||
Client relationships | ||||
Intangible Assets | ||||
Intangible asset impairment | $ 3,815 | |||
Weighted Average Amortization Period | 12 years 3 months 18 days | 12 years 2 months 12 days | ||
Gross Value | $ 145,629 | $ 152,654 | ||
Accumulated Amortization | (38,026) | (32,437) | ||
Intangible Assets, net | $ 107,603 | $ 120,217 | ||
Non-competition agreements | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 5 years | 5 years | ||
Gross Value | $ 6,892 | $ 6,892 | ||
Accumulated Amortization | (5,355) | (3,976) | ||
Intangible Assets, net | $ 1,537 | 2,916 | ||
Non-competition agreements | DoseMe | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 5 years | |||
Developed technology | ||||
Intangible Assets | ||||
Intangible asset impairment | $ 1,225 | |||
Weighted Average Amortization Period | 7 years 9 months 18 days | 8 years | ||
Gross Value | $ 65,414 | $ 67,369 | ||
Accumulated Amortization | (31,624) | (24,858) | ||
Intangible Assets, net | $ 33,790 | $ 42,511 | ||
Developed technology | DoseMe | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 7 years 6 months | |||
Patient database | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 5 years | 5 years | ||
Gross Value | $ 21,700 | $ 21,700 | ||
Accumulated Amortization | (12,297) | (7,957) | ||
Intangible Assets, net | $ 9,403 | $ 13,743 | ||
Domain name | ||||
Intangible Assets | ||||
Weighted Average Amortization Period | 10 years | 10 years | ||
Gross Value | $ 59 | $ 59 | ||
Accumulated Amortization | (27) | (21) | ||
Intangible Assets, net | $ 32 | $ 38 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated amortization expense | ||
2022 | $ 27,089 | |
2023 | 25,804 | |
2024 | 18,521 | |
2025 | 14,038 | |
2026 | 12,830 | |
Thereafter | 56,368 | |
Total estimated amortization expense | $ 154,650 | $ 183,094 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 12,264 | $ 8,218 |
Contract liability | 3,659 | 3,205 |
Customer deposits | 904 | 904 |
Client funds obligations | 6,038 | 5,170 |
Contract labor | 970 | 1,374 |
Interest | 2,281 | 3,690 |
Professional fees | 1,634 | 572 |
Consideration payable to customer | 15,971 | 5,968 |
Non-income taxes payable | 102 | 151 |
Other expenses | 3,833 | 2,716 |
Total accrued expenses and other liabilities | $ 47,656 | $ 31,968 |
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 | Dec. 31, 2020 |
Notes Payable Related to Acquisition | ||||||
Acquisition-related notes payable | $ 16,662 | |||||
Notes | Personica, LLC | ||||||
Notes Payable Related to Acquisition | ||||||
Amount of promissory notes | $ 17,000 | |||||
Interest rate (as a percent) | 3.25% | |||||
Amount of promissory notes paid in cash during period | $ 4,000 | $ 5,500 | $ 7,500 | |||
Reduction in amount paid | $ 458 | |||||
Acquisition-related notes payable | $ 16,355 | |||||
Interest expense | $ 481 | 440 | ||||
Paid or accrued interest | 143 | 133 | ||||
Non-cash accretion of discounts | $ 338 | 307 | ||||
Fair value of notes | $ 16,662 |
Lines of Credit and Long-Term_3
Lines of Credit and Long-Term Debt - Lines of Credit (Details) - USD ($) $ in Thousands | Dec. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 06, 2017 |
Lines of Credit | |||||
Amortization of deferred financing costs to interest expense | $ 540 | $ 336 | $ 282 | ||
Deferred financing costs, net | 624 | 1,156 | |||
2020 Credit Facility and 2015 Line of Credit | |||||
Lines of Credit | |||||
Interest expense | 1,203 | $ 131 | $ 351 | ||
2015 Line of Credit | |||||
Lines of Credit | |||||
Maximum borrowing capacity | $ 60,000 | ||||
Sublimit of loan | $ 1,000 | ||||
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 | ||||
Factor multiplied with trailing twelve months EBITDA to determine available borrowing | 3 | ||||
Trailing period | 12 months | ||||
Amounts available for borrowings | 27,717 | ||||
Commitment fee at closing (as a percent) | 0.50% | ||||
Commitment fee payable on each anniversary (as a percent) | 0.25% | ||||
Aggregate borrowings outstanding | 29,500 | ||||
Letter of credit outstanding | 100 | ||||
Unused commitments | $ 90,400 | ||||
Interest rate (as a percent) | 3.35% | 3.44% | |||
Effective rate, unused line fee (as a percent) | 0.44% | 0.45% | |||
Deferred financing costs, gross | $ 1,184 | ||||
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. 16, 2021USD ($) | Feb. 12, 2019USD ($)D$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2021 | Dec. 31, 2018USD ($) |
Lines of Credit and Long-Term Debt | |||||||
Fair value of notes amortized to interest expense | $ 540 | $ 336 | $ 282 | ||||
Accrued interest payable | 2,281 | 3,690 | |||||
Cash paid for interest | 8,678 | 5,808 | 3,181 | ||||
Stockholders' equity | 55,756 | 168,529 | $ 185,548 | $ 139,009 | |||
Additional paid-in capital | 320,392 | 352,445 | |||||
Deferred income tax liability, net | 1,402 | 3,354 | |||||
Accumulated deficit | (260,347) | (179,900) | |||||
Convertible Senior Subordinated Notes | |||||||
Lines of Credit and Long-Term Debt | |||||||
Aggregate borrowings | $ 325,000 | $ 325,000 | |||||
Interest rate (as a percent) | 1.75% | 1.75% | |||||
Initial conversion rate | 0.0142966 | ||||||
Principal amount | $ 1 | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 69.95 | ||||||
Carrying amount of the equity component representing the conversion option | $ 102,900 | ||||||
Deferred tax effect | $ 25,884 | ||||||
Effective interest rate | 8.05% | 2.20% | |||||
Debt issuance costs | $ 9,372 | ||||||
Debt discounts and commissions payable | 8,937 | ||||||
Third party offering costs | 435 | ||||||
Issuance costs attributable to the liability component | $ 6,405 | ||||||
Interest expense | $ 6,995 | ||||||
Paid or accrued interest | 5,688 | ||||||
Non-cash accretion of discounts | 1,307 | ||||||
Amount of additional interest payable | 212 | ||||||
Cumulative amount of additional interest expense | $ 1,625 | ||||||
Accrued interest payable | 2,133 | 3,546 | |||||
Long term debt, net | $ 319,299 | 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 | |||||||
Principal amount | $ 1 | ||||||
Trading days | D | 5 | ||||||
Consecutive trading days | D | 5 | ||||||
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 | 18,682 | ||||||
Paid or accrued interest | 5,688 | ||||||
Non-cash accretion of discounts | 12,994 | ||||||
Convertible Senior Subordinated Notes, Restrictive Legend Impact | |||||||
Lines of Credit and Long-Term Debt | |||||||
Interest expense | 1,413 | ||||||
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 | Dec. 31, 2021 | Dec. 31, 2019 |
Warrants and options indexed to Company's stock | |||
Proceeds from sale of warrants | $ 65,910 | ||
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) | $ 69.95 | ||
Premiums paid for the note hedges | $ 101,660 | ||
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) | $ 105.58 | ||
Proceeds from sale of warrants | $ 65,910 | ||
Warrants exercised | 0 |
Lines of Credit and Long-Term_6
Lines of Credit and Long-Term Debt - Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capital Lease Obligations | ||
Finance leases | $ 4 | |
Total long-term debt and finance leases, net | $ 319,299 | 239,289 |
Less current portion of finance leases | (4) | |
Total long-term debt, net | 319,299 | 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 | (5,701) | (85,715) |
Convertible senior subordinated notes, net | $ 319,299 | $ 239,285 |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Loss before income taxes | $ (78,428) | $ (86,134) | $ (48,635) |
United States | |||
Income Taxes | |||
Loss before income taxes | (76,187) | (83,617) | (45,821) |
International | |||
Income Taxes | |||
Loss before income taxes | $ (2,241) | $ (2,517) | $ (2,814) |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
State and local | $ 114 | $ 134 | $ 154 |
Total current income tax expense | 114 | 134 | 154 |
Deferred: | |||
US federal | 96 | (2,802) | (13,356) |
State and local | 417 | (2,500) | (2,997) |
Total deferred income tax expense (benefit) | 513 | (5,302) | (16,353) |
Total income tax expense (benefit) | 627 | (5,168) | (16,199) |
Current international income tax expense | 0 | 0 | 0 |
Deferred international income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Effective tax rate (as a percent) | (0.80%) | 6.00% | 33.30% |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net federal operating loss carryforward | $ 45,037 | $ 30,897 | |
Net state operating loss carryforward | 10,597 | 7,225 | |
Net international operating loss carryforward | 3,554 | 2,874 | |
Interest expense limitation carryforward | 14,501 | 3,224 | |
Unamortized debt discount | 17,515 | ||
Accruals | 1,257 | 1,132 | |
Amortizable intangible assets | 1,479 | ||
Stock options | 8,671 | 6,902 | |
Operating lease liabilities | 6,335 | 6,543 | |
Other | 562 | 290 | |
Deferred tax assets | 109,508 | 59,087 | |
Less: valuation allowances | (88,370) | (23,178) | $ (3,161) |
Deferred tax assets after valuation allowance | 21,138 | 35,909 | |
Deferred tax liabilities: | |||
Unamortized debt discount | (20,665) | ||
Fixed assets | (12,080) | (7,542) | |
Operating lease right-of-use assets | (5,576) | (5,732) | |
Amortizable intangible assets | (2,156) | ||
Indefinite-lived intangibles | (4,830) | (3,029) | |
Other | (54) | (139) | |
Deferred tax liabilities | (22,540) | (39,263) | |
Net deferred tax liabilities | $ (1,402) | $ (3,354) |
Income Taxes - NOLs (Details)
Income Taxes - NOLs (Details) $ in Thousands | Dec. 31, 2021USD ($) |
United States | |
NOL carryforwards | |
Net operating loss carryforwards | $ 213,629 |
State | |
NOL carryforwards | |
Net operating loss carryforwards | 302,707 |
International | |
NOL carryforwards | |
Net operating loss carryforwards | $ 11,845 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance (Details) - USD ($) $ in Thousands | Feb. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Valuation Allowance | |||
Increase in deferred tax asset | $ 26,313 | ||
Change in valuation allowance: | |||
Balance at beginning of the period | $ 23,178 | $ 3,161 | |
Balance at end of the period | 88,370 | 23,178 | |
Interest expense resulting from amortization of debt discount | |||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | $ 26,313 | ||
NOLs and temporary differences | |||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | 65,356 | 19,877 | |
Foreign exchange rate | |||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | $ (164) | $ 140 |
Income Taxes - Rate reconciliat
Income Taxes - Rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of income tax benefit (expense): | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 14.20% | 5.30% | 5.60% |
Change in valuation allowance | (61.40%) | (23.10%) | (2.90%) |
Non-deductible stock compensation and tax windfall benefits, net | (0.70%) | 2.50% | 7.20% |
Change in fair value of contingent consideration | (0.60%) | (1.60%) | |
Change in deduction for debt discount amortization | 25.30% | ||
Non-deductible expenses and other | 0.80% | 0.90% | 4.00% |
Effective income tax rate | (0.80%) | 6.00% | 33.30% |
Unrecognized tax benefits or related interest and penalties accrued | $ 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - Common stock warrants/Convertible note warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Feb. 12, 2019 | |
Class of Warrant or Right [Line Items] | ||
Number of shares called by warrants issued | 4,646,393 | |
Exercise price (in dollars per share) | $ 105.58 | |
Shares issued from exercise of warrants | 0 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - 2016 Plan - shares | Jan. 02, 2021 | Sep. 30, 2016 | Dec. 31, 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) | 1,001,082 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock and Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average grant date fair value | |||
Stock-based compensation expense (in dollars) | $ 38,454 | $ 32,555 | $ 27,278 |
Restricted stock and restricted stock units | |||
Number of shares | |||
Outstanding at beginning of period (in shares) | 1,386,908 | 1,213,581 | 1,070,061 |
Granted (in shares) | 1,457,752 | 581,107 | 591,402 |
Vested (in shares) | (502,410) | (356,389) | (434,643) |
Forfeited (in shares) | (145,684) | (51,391) | (13,239) |
Outstanding at end of period (in shares) | 2,196,566 | 1,386,908 | 1,213,581 |
Weighted average grant date fair value | |||
Outstanding at beginning of period (in dollars per share) | $ 44.14 | $ 37.69 | $ 20.61 |
Granted (in dollars per share) | 40.02 | 59.83 | 54.91 |
Vested (in dollars per share) | 48.42 | 45.89 | 18.54 |
Forfeited (in dollars per share) | 47.76 | 57.14 | 55.05 |
Outstanding at end of period (in dollars per share | $ 40.19 | $ 44.14 | $ 37.69 |
Stock-based compensation expense (in dollars) | $ 31,127 | $ 22,042 | $ 12,984 |
Unrecognized compensation expense (in dollars) | $ 60,441 | ||
Weighted average period expected to be recognized | 2 years 10 months 24 days | ||
Restricted stock and restricted stock units | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 1 year | ||
Restricted stock and restricted stock units | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 4 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Apr. 30, 2021 | Apr. 27, 2021 | Oct. 29, 2020 | May 04, 2020 | Aug. 06, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock-Based Compensation | |||||||||
Stock- based compensation expense | $ 38,454 | $ 32,555 | $ 27,278 | ||||||
Performance stock units | Award Date, August 6, 2018 | |||||||||
Stock-Based Compensation | |||||||||
Granted (in shares) | 50,000 | ||||||||
Weighted average grant-date fair value (in dollars per share) | $ 61.85 | ||||||||
Issuance of common stock awards (in shares) | 5,000 | 45,000 | |||||||
Stock- based compensation expense | $ 1,708 | ||||||||
Unrecognized compensation expense (in dollars) | $ 0 | ||||||||
Performance stock units | 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 | $ 0 | |||||||
Unrecognized compensation expense (in dollars) | $ 600 | 600 | |||||||
Performance stock units | 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 | $ 297 | $ 152 | |||||||
Expired (in shares) | 12,500 | 1,400 | |||||||
Vested (in shares) | 12,500 | ||||||||
Performance stock units | 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 | $ 0 | ||||||||
Maximum number of achievable performance stock units | 185,450 | 185,450 | |||||||
Performance stock units | Award Date, April 27, 2021 | Minimum | |||||||||
Stock-Based Compensation | |||||||||
Vesting (as a percent) | 0.00% | ||||||||
Performance stock units | 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||
Stock-based compensation expense (in dollars) | $ 38,454 | $ 32,555 | $ 27,278 |
Other stock awards | |||
Stock-Based Compensation | |||
Issuance of common stock awards (in shares) | 1,416 | 9,386 | 38,808 |
Weighted average grant-date fair value (in dollars per share) | $ 40.85 | $ 52.29 | $ 52.31 |
Stock-based compensation expense (in dollars) | $ 58 | $ 491 | $ 2,030 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||
Stock-based compensation expense (in dollars) | $ 38,454 | $ 32,555 | $ 27,278 |
Stock options | |||
Stock-Based Compensation | |||
Stock-based compensation expense (in dollars) | $ 6,972 | $ 9,870 | $ 10,556 |
Stock options | Employee | |||
Valuation assumptions: | |||
Expected volatility (as a percent) | 58.57% | 56.10% | 68.00% |
Expected term (years) | 5 years 5 months 23 days | 5 years 3 months | 6 years 10 days |
Risk-free interest rate (as a percent) | 0.50% | 1.22% | 2.41% |
Weighted average grant-date fair value (in dollars per share) | $ 28.26 | $ 33.78 | $ 34.14 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 2,096,556 | 2,755,343 | 2,490,114 |
Granted (in shares) | 2,500 | 5,000 | 745,525 |
Exercised (in shares) | (365,770) | (554,007) | (345,893) |
Forfeited (in shares) | (129,060) | (109,780) | (134,403) |
Outstanding at end of the period (in shares) | 1,604,226 | 2,096,556 | 2,755,343 |
Options vested and expected to vest at end of the period (in shares) | 1,604,226 | ||
Exercisable at end of period (in shares) | 1,445,650 | ||
Weighted average exercise price | |||
Outstanding at beginning of period (in dollars per share) | $ 27.74 | $ 25.10 | $ 15.70 |
Granted (in dollars per share) | 55.01 | 68.10 | 54.66 |
Exercised (in dollars per share) | 11.88 | 11.69 | 11.73 |
Forfeited (in dollars per share) | 46.45 | 44.17 | 49.45 |
Outstanding at end of period (in dollars per share) | 29.90 | $ 27.74 | $ 25.10 |
Options vested and expected to vest at end of period (in dollars per share) | 29.90 | ||
Exercisable at end of period (in dollars per share) | $ 27.16 | ||
Weighted average remaining contractual term | |||
Outstanding | 5 years 4 months 24 days | ||
Options vested and expected to vest at of the period | 5 years 4 months 24 days | ||
Exercisable | 5 years 2 months 12 days | ||
Aggregate intrinsic value | |||
Outstanding (in dollars) | $ 3,200 | ||
Options vested and expected to vest at end of period (in dollars) | 3,200 | ||
Exercisable (in dollars) | 3,200 | ||
Additional disclosures | |||
Intrinsic value of options exercised (in dollars) | 11,491 | $ 22,768 | $ 14,316 |
Proceeds from stock options exercised (in dollars) | 4,072 | $ 3,943 | $ 3,702 |
Shares paid for tax withholding (in shares) | 62,310 | ||
Shares paid for tax withholding, fair value | $ 2,993 | ||
Stock options | |||
Additional disclosures | |||
Unrecognized compensation cost (in dollars) | $ 4,829 | ||
Weighted average period expected to be recognized | 1 year 1 month 6 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | $ 38,454 | $ 32,555 | $ 27,278 |
Cost of revenue - product | |||
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | 1,279 | 887 | 1,196 |
Cost of revenue - service | |||
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | 4,828 | 3,996 | 3,780 |
Research and development | |||
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | 7,903 | 6,061 | 7,499 |
Sales and marketing | |||
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | 3,221 | 2,432 | 4,282 |
General and administrative | |||
Stock-based compensation expense | |||
Stock-based compensation expense (in dollars) | $ 21,223 | $ 19,179 | $ 10,521 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | Dec. 31, 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 | Jan. 02, 2019 | Jan. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Change in fair value | |||||||||
Change in fair value of acquisition-related contingent consideration expense | $ 2,613 | $ 3,816 | |||||||
Payments of contingent consideration | $ 99 | 3,801 | 29,062 | ||||||
SinfoniaRx | |||||||||
Change in fair value | |||||||||
Change in fair value of acquisition-related contingent consideration expense | 624 | ||||||||
Payments of contingent consideration | $ 43,150 | ||||||||
Issuance of common stock (in shares) | 614,225 | ||||||||
Value of shares issued | $ 39,166 | ||||||||
Peak PACE Solutions | |||||||||
Change in fair value | |||||||||
Change in fair value of acquisition-related contingent consideration expense | 163 | ||||||||
Payments of contingent consideration | $ 1,642 | ||||||||
Cognify, Inc | |||||||||
Change in fair value | |||||||||
Change in fair value of acquisition-related contingent consideration expense | 2,613 | 3,000 | |||||||
Amount of accelerated payment paid or to be paid | $ 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 | ||||||||
Contingent consideration liability | $ 166 | ||||||||
DoseMe | |||||||||
Change in fair value | |||||||||
Change in fair value of acquisition-related contingent consideration expense | $ 30 | ||||||||
Payments of contingent consideration | $ 8,750 | ||||||||
Issuance of common stock (in shares) | 149,053 | ||||||||
Estimated fair value of contingent consideration | $ 8,720 |
Fair Value Measurements - Con_2
Fair Value Measurements - Contingent consideration liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Beginning Balance, Acquisition-related contingent consideration liability | $ 166 | $ 10,800 |
Cash consideration paid | $ (166) | (6,394) |
Fair value of stock consideration paid | (6,853) | |
Adjustments to fair value measurement | 2,613 | |
Ending Balance, Acquisition-related contingent consideration liability | $ 166 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - Convertible Senior Subordinated Notes - USD ($) $ in Thousands | Dec. 31, 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 | 319,299 | ||
Fair Value | |||
Fair Value Measurements | |||
Debt instrument | $ 269,750 |
Commitments and Contingencies -
Commitments and Contingencies - Vendor Purchase Agreements (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Mar. 29, 2019 | Oct. 31, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 01, 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 | $ 1,854 | $ 1,985 | ||||||
Data aggregation partner | ||||||||
Purchase Agreements | ||||||||
Purchase obligation period | 3 years | |||||||
Monthly minimum purchase obligation | $ 30 | |||||||
Hosting services provider, one | ||||||||
Purchase Agreements | ||||||||
Minimum purchase obligation | $ 1,272 | |||||||
Remaining commitment | 1,019 | |||||||
Enterprise support services provider | ||||||||
Purchase Agreements | ||||||||
Purchase obligation period | 3 years | |||||||
Minimum purchase obligation | $ 7,050 | |||||||
Remaining commitment | 6,423 | |||||||
Information technology services provider | ||||||||
Purchase Agreements | ||||||||
Minimum purchase obligation | $ 8,960 | |||||||
Remaining commitment | 8,462 | |||||||
Hosting services provider, two | ||||||||
Purchase Agreements | ||||||||
Minimum purchase obligation | $ 1,598 | |||||||
Remaining commitment | $ 1,506 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Plan | |||
Contributions by employer | $ 3,067 | $ 2,732 | $ 2,242 |
Segment Reporting - Revenue (De
Segment Reporting - Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting | |||
Number of operating segment | segment | 2 | ||
Number of reportable segment | segment | 2 | ||
Total revenue | $ 331,260 | $ 297,219 | $ 284,707 |
Product | |||
Segment Reporting | |||
Total revenue | 190,072 | 159,593 | 137,130 |
Service | |||
Segment Reporting | |||
Total revenue | 141,188 | 137,626 | 147,577 |
PACE solutions | |||
Segment Reporting | |||
Total revenue | 58,417 | 47,577 | 45,908 |
Medication safety services | |||
Segment Reporting | |||
Total revenue | 38,500 | 49,863 | 69,917 |
Software subscription and services | |||
Segment Reporting | |||
Total revenue | 44,271 | 40,186 | 31,752 |
CareVention HealthCare | |||
Segment Reporting | |||
Total revenue | 248,008 | 206,269 | 183,038 |
CareVention HealthCare | Product | |||
Segment Reporting | |||
Total revenue | 189,591 | 158,692 | 137,130 |
CareVention HealthCare | Service | |||
Segment Reporting | |||
Total revenue | 58,417 | 47,577 | 45,908 |
CareVention HealthCare | PACE solutions | |||
Segment Reporting | |||
Total revenue | 58,417 | 47,577 | 45,908 |
MedWise HealthCare | |||
Segment Reporting | |||
Total revenue | 83,252 | 90,950 | 101,669 |
MedWise HealthCare | Product | |||
Segment Reporting | |||
Total revenue | 481 | 901 | |
MedWise HealthCare | Service | |||
Segment Reporting | |||
Total revenue | 82,771 | 90,049 | 101,669 |
MedWise HealthCare | Medication safety services | |||
Segment Reporting | |||
Total revenue | 38,500 | 49,863 | 69,917 |
MedWise HealthCare | Software subscription and services | |||
Segment Reporting | |||
Total revenue | $ 44,271 | $ 40,186 | $ 31,752 |
Segment Reporting - EBITDA (Det
Segment Reporting - EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting | |||
Adjusted EBITDA (loss) | $ 19,611 | $ 21,775 | $ 37,921 |
Shared Services | |||
Segment Reporting | |||
Adjusted EBITDA (loss) | (45,513) | (37,905) | (27,846) |
CareVention HealthCare | Operating Segments | |||
Segment Reporting | |||
Adjusted EBITDA (loss) | 56,572 | 50,400 | 47,491 |
MedWise HealthCare | Operating Segments | |||
Segment Reporting | |||
Adjusted EBITDA (loss) | $ 8,552 | $ 9,280 | $ 18,276 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Net Loss to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Net Loss to Adjusted EBITDA | |||
Net loss | $ (79,055) | $ (80,966) | $ (32,436) |
Interest expense, net | 9,107 | 20,743 | 15,986 |
Income tax expense (benefit) | 627 | (5,168) | (16,199) |
Depreciation and amortization | 47,706 | 45,040 | 34,276 |
Change in fair value of acquisition-related contingent consideration expense | 2,613 | 3,816 | |
Intangible asset impairment charge | 0 | 5,040 | 0 |
Settlement | 500 | ||
Business optimization expenses | 1,168 | ||
Severance costs | 887 | 873 | |
Acquisition-related expense | 217 | 1,045 | 5,200 |
Stock- based compensation expense | 38,454 | 32,555 | 27,278 |
Adjusted EBITDA | $ 19,611 | $ 21,775 | $ 37,921 |
Related Party Transactions (Det
Related Party Transactions (Details) - Pharmacy services and PACE solutions services - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Revenue from related party | $ 6,605 | $ 5,631 | $ 5,572 |
Accounts receivable, net | |||
Related Party Transaction [Line Items] | |||
Accounts receivable from related parties | $ 67 | $ 257 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event. $ in Thousands | Feb. 24, 2022USD ($)employee | Feb. 25, 2022 |
Business process support and technology services partner | ||
Subsequent Event | ||
Term of business partnership agreement. | 7 years | |
Number of Company's employees to be hired by business partner | employee | 180 | |
Total estimated fees under business partnership agreement | $ | $ 115,300 | |
DoseMe business | ||
Subsequent Event | ||
Period within which entity expects to complete sale | 1 year |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | $ 224 | $ 386 | $ 528 |
Additions Charged to Costs and Expenses/Allowance Recorded on Current Year Losses | 464 | 126 | 745 |
Deductions | (286) | (315) | (916) |
Acquisition | 27 | 29 | |
Balance at End of Period | 402 | 224 | 386 |
Deferred tax asset valuation allowance | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | 23,178 | 3,161 | 1,436 |
Additions Charged to Costs and Expenses/Allowance Recorded on Current Year Losses | 65,356 | 19,877 | 1,424 |
Acquisition | 301 | ||
Change In Foreign Exchange Rate | (164) | 140 | |
Balance at End of Period | $ 88,370 | $ 23,178 | $ 3,161 |