Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-31932 | |
Entity Registrant Name | Ontrak, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0464853 | |
Entity Address, Address Line One | 2120 Colorado Ave. | |
Entity Address, Address Line Two | Suite 230 | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 310 | |
Local Phone Number | 444-4300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 18,662,772 | |
Entity Central Index Key | 0001136174 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, $0.0001 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | OTRK | |
Security Exchange Name | NASDAQ | |
9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value | |
Trading Symbol | OTRKP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 91,539 | $ 86,907 |
Restricted cash - current | 8,954 | 9,127 |
Receivables, net | 8,837 | 16,682 |
Unbilled receivables | 1,539 | 4,426 |
Deferred costs - current | 1,198 | 2,352 |
Prepaid expenses and other current assets | 3,118 | 4,144 |
Total current assets | 115,185 | 123,638 |
Long-term assets: | ||
Property and equipment, net | 4,433 | 2,273 |
Restricted cash - long-term | 2,749 | 7,176 |
Goodwill | 5,713 | 5,727 |
Intangible assets, net | 2,956 | 3,561 |
Other assets | 506 | 367 |
Operating lease right-of-use assets | 1,830 | 1,959 |
Total assets | 133,372 | 144,701 |
Current liabilities: | ||
Accounts payable | 1,576 | 1,287 |
Accrued compensation and benefits | 5,209 | 4,723 |
Deferred revenue | 14,538 | 20,954 |
Current portion of operating lease liabilities | 527 | 434 |
Other accrued liabilities | 4,876 | 9,012 |
Total current liabilities | 26,726 | 36,410 |
Long-term liabilities: | ||
Long-term debt, net | 46,129 | 45,719 |
Long-term operating lease liabilities | 1,228 | 1,403 |
Long-term finance lease liabilities | 256 | 418 |
Total liabilities | 74,339 | 83,950 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,770,265 shares issued and outstanding at each of June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 18,657,840 and 17,543,218 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 2 | 2 |
Additional paid-in capital | 422,265 | 414,773 |
Accumulated deficit | (363,234) | (354,024) |
Total stockholders' equity | 59,033 | 60,751 |
Total liabilities and stockholders' equity | $ 133,372 | $ 144,701 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 3,770,265 | 3,770,265 |
Preferred stock, shares outstanding (in shares) | 3,770,265 | 3,770,265 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 18,657,840 | 17,543,218 |
Common stock, shares outstanding (in shares) | 18,657,840 | 17,543,218 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 26,485 | $ 17,226 | $ 55,207 | $ 29,564 |
Cost of revenue | 8,519 | 9,876 | 21,269 | 17,109 |
Gross profit | 17,966 | 7,350 | 33,938 | 12,455 |
Operating expenses: | ||||
Research and development | 4,399 | 2,374 | 8,968 | 4,318 |
Sales and marketing | 3,628 | 1,060 | 5,570 | 1,937 |
General and administrative | 11,590 | 8,003 | 23,931 | 16,291 |
Total operating expenses | 19,617 | 11,437 | 38,469 | 22,546 |
Operating loss | (1,651) | (4,087) | (4,531) | (10,091) |
Other expense, net | (37) | (443) | (643) | (379) |
Interest expense, net | (2,029) | (1,683) | (4,036) | (3,338) |
Net loss | (3,717) | (6,213) | (9,210) | (13,808) |
Dividends on preferred stock - declared and undeclared | (2,238) | 0 | (4,477) | 0 |
Net loss attributable to common stockholders | (5,955) | (6,213) | (13,687) | (13,808) |
Net loss attributable to common stockholders | $ (5,955) | $ (6,213) | $ (13,687) | $ (13,808) |
Net loss per common share, basic (in dollars per share) | $ (0.33) | $ (0.37) | $ (0.77) | $ (0.82) |
Net loss per common share, diluted (in dollars per share) | $ (0.33) | $ (0.37) | $ (0.77) | $ (0.82) |
Weighted-average common shares outstanding, basic (in shares) | 18,156 | 16,994 | 17,891 | 16,844 |
Weighted-average common shares outstanding, diluted (in shares) | 18,156 | 16,994 | 17,891 | 16,844 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 0 | 16,616,165 | |||
Beginning balance at Dec. 31, 2019 | $ (23,909) | $ 0 | $ 2 | $ 307,403 | $ (331,314) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrants exercised (in shares) | 11,049 | ||||
Warrants exercised | 20 | 20 | |||
Stock option exercised (in shares) | 396,022 | ||||
Stock options exercised | 3,465 | 3,465 | |||
401(k) employer match (in shares) | 6,649 | ||||
401(k) employer match | 140 | 140 | |||
Stock-based compensation expense (in shares) | 25,724 | ||||
Stock-based compensation expense | 4,048 | 4,048 | |||
Net loss | (13,808) | (13,808) | |||
Ending balance (in shares) at Jun. 30, 2020 | 0 | 17,055,609 | |||
Ending balance at Jun. 30, 2020 | (30,044) | $ 0 | $ 2 | 315,076 | (345,122) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 0 | 16,876,581 | |||
Beginning balance at Mar. 31, 2020 | (27,453) | $ 0 | $ 2 | 311,454 | (338,909) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercised (in shares) | 172,379 | ||||
Stock options exercised | 1,706 | 1,706 | |||
401(k) employer match (in shares) | 6,649 | ||||
401(k) employer match | 140 | 140 | |||
Stock-based compensation expense | 1,776 | 1,776 | |||
Net loss | (6,213) | (6,213) | |||
Ending balance (in shares) at Jun. 30, 2020 | 0 | 17,055,609 | |||
Ending balance at Jun. 30, 2020 | (30,044) | $ 0 | $ 2 | 315,076 | (345,122) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 0 | 17,055,609 | |||
Beginning balance (in shares) | 3,770,265 | 17,543,218 | |||
Beginning balance at Dec. 31, 2020 | 60,751 | $ 0 | $ 2 | 414,773 | (354,024) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Preferred dividends declared | (4,438) | (4,438) | |||
Warrants exercised (in shares) | 721,074 | ||||
Warrants exercised | 58 | 58 | |||
Stock option exercised (in shares) | 379,098 | ||||
Stock options exercised | 5,401 | 5,401 | |||
401(k) employer match (in shares) | 14,450 | ||||
401(k) employer match | 510 | 510 | |||
Stock-based compensation expense | 5,961 | 5,961 | |||
Net loss | (9,210) | (9,210) | |||
Ending balance (in shares) at Jun. 30, 2021 | 3,770,265 | 18,657,840 | |||
Ending balance at Jun. 30, 2021 | 59,033 | $ 0 | $ 2 | 422,265 | (363,234) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 3,770,265 | 17,729,740 | |||
Beginning balance at Mar. 31, 2021 | 56,667 | $ 0 | $ 2 | 416,182 | (359,517) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Preferred dividends declared | (2,238) | (2,238) | |||
Warrants exercised (in shares) | 596,357 | ||||
Warrants exercised | 0 | ||||
Stock option exercised (in shares) | 322,175 | ||||
Stock options exercised | 4,675 | 4,675 | |||
401(k) employer match (in shares) | 9,568 | ||||
401(k) employer match | 259 | 259 | |||
Stock-based compensation expense | 3,387 | 3,387 | |||
Net loss | (3,717) | (3,717) | |||
Ending balance (in shares) at Jun. 30, 2021 | 3,770,265 | 18,657,840 | |||
Ending balance at Jun. 30, 2021 | $ 59,033 | $ 0 | $ 2 | $ 422,265 | $ (363,234) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 3,770,265 | 18,657,840 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (9,210) | $ (13,808) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 5,961 | 4,048 |
Paid-in-kind interest expense | 0 | 2,964 |
Depreciation expense | 382 | 82 |
Amortization expense | 1,433 | 677 |
Gain on forgiveness of PPP loan | (171) | 0 |
Change in fair value of warrants | 0 | 379 |
Change in fair value of contingent consideration | 835 | 0 |
401(k) employer match in common shares | 546 | 170 |
Changes in operating assets and liabilities: | ||
Receivables | 7,845 | 930 |
Unbilled receivables | 2,887 | (1,002) |
Prepaid expenses and other current assets | 1,912 | (1,247) |
Accounts payable | 205 | 118 |
Deferred revenue | (6,416) | 2,377 |
Leases liabilities | (83) | (178) |
Other accrued liabilities | (2,972) | 940 |
Net cash provided by (used in) operating activities | 3,154 | (3,550) |
Cash flows from investing activities | ||
Purchase of property and equipment | (2,514) | (614) |
Net cash used in investing activities | (2,514) | (614) |
Cash flows from financing activities | ||
Dividends paid | (4,438) | 0 |
Proceeds from warrant exercise | 58 | 20 |
Proceeds from options exercise | 5,401 | 3,265 |
Finance lease obligations | (162) | (81) |
Financed insurance premium payments | (1,467) | 0 |
Net cash (used in) provided by financing activities | (608) | 3,204 |
Net change in cash and restricted cash | 32 | (960) |
Cash and restricted cash at beginning of period | 103,210 | 14,018 |
Cash and restricted cash at end of period | 103,242 | 13,058 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,647 | 0 |
Non cash financing and investing activities: | ||
Finance lease and accrued purchases of property and equipment | 183 | 404 |
Stock options exercise in transit | $ 0 | $ 200 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Company Overview Ontrak, Inc. (“Ontrak” or the “Company”) is an AI-powered and telehealth-enabled, virtualized healthcare company, whose mission is to help improve the health and save the lives of as many people as possible. The Company’s PRE™ (Predict-Recommend-Engage) platform organizes and automates healthcare data integration and analytics through the application of machine intelligence to deliver analytic insights. The Company's PRE platform predicts people whose chronic disease will improve with behavior change, recommends effective care pathways that people are willing to follow, and engages people who are not getting the care they need. By combining predictive analytics with human engagement, the Company delivers improved member health and validated outcomes and savings to healthcare payors. The Company’s integrated, technology-enabled Ontrak TM programs, a critical component of the PRE platform, are designed to provide healthcare solutions to members with behavioral conditions that cause or exacerbate chronic medical conditions such as diabetes, hypertension, coronary artery disease, chronic obstructive pulmonary disease, and congestive heart failure, which result in high medical costs. Ontrak has a unique ability to engage these members, who do not otherwise seek behavioral healthcare, leveraging proprietary enrollment capabilities built on deep insights into the drivers of care avoidance. Ontrak integrates evidence-based psychosocial and medical interventions delivered either in-person or via telehealth, along with care coaching and in-market Community Care Coordinators who address the social and environmental determinants of health, including loneliness. The Company’s programs seek to improve member health and deliver validated cost savings to healthcare payors. Basis of Presentation The accompanying condensed consolidated financial statements include Ontrak, Inc. and its wholly-owned subsidiaries and variable interest entities (VIEs). The accompanying condensed consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed financial statements included all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the entire fiscal year. The accompanying unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto included in the most recent Annual Report on Form 10-K for the year-ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC"), from which the consolidated balance sheet as of December 31, 2020 has been derived. The Company operates as one segment. Certain prior period amounts reported in condensed consolidated financial statements and notes have been reclassified to conform to current period presentation. As of June 30, 2021, cash and restricted cash was $103.2 million and working capital was approximately $88.5 million. During the six months ended June 30, 2021, the Company generated $3.2 million of cash flows from operating activities. However, the Company could incur negative cash flows and operating losses for the next twelve months as it continues to reinvest into the development of its technology and growth of its operations. The Company expects its current cash resources to cover its operations through at least the next 12 months. However, delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. The Company’s ability to fund ongoing operations is dependent on several factors. The Company aims to increase the number of members that are eligible for its solutions by signing new contracts and identifying more eligible members in existing contracts. Additionally, the Company’s funding is dependent upon the success of management’s plan to increase revenue and control expenses. The Company provides services to commercial (employer funded), managed Medicare Advantage, and managed Medicaid and dual eligible (Medicare and Medicaid) populations. The Company generates fees from its launched programs and expects to increase enrollment and fees in the near future. Management’s Plans Historically, we have seen and continue to see net losses, net loss from operations, negative cash flow from operating activities, and historical working capital deficits as we continue through a period of rapid growth. The accompanying financial statements do not reflect any adjustments that might result if we were unable to continue as a going concern. As we continue to grow and execute on our strategy, we have entered into contracts for additional revenue-generating health plan customers and expanded our Ontrak program within existing health plan customers, as well as completed equity and debt financings totaling approximately $87 million and $10 million, respectively, in 2020. To support increased demand for services, we have historically invested and will continue to invest in additional headcount, as needed, and invest in enhancements to technology needed to support the anticipated growth. Additional management plans include adding new customers, increasing the effective outreach pool as well as improving our current enrollment rate. We will continue to explore ways to increase operational efficiencies resulting in increase in margins on both existing and new customers. We have a growing customer base and believe we are able to fully scale our operations to service the contracts and future enrollment providing leverage in these investments that will generate positive cash flow in the near future. We believe we will have enough capital to cover expenses through the foreseeable future and we will continue to monitor liquidity. If we add more health plans than budgeted, increase the size of the outreach pool by more than we anticipate, decide to invest in new products or seek out additional growth opportunities, we would consider financing these options with either a debt or equity financing. Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional expedients and exceptions to accounting for contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2020-04 is effective for all entities beginning on March 12, 2020 and may be applied prospectively to contract modifications entered through December 31, 2022. ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to contract modifications entered through December 31, 2022. The adoption of ASU 2020-04 and ASU 2021-01 as of the respective effective beginning dates did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, "Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 are effective for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2021-04 on its consolidated financial statements and related footnote disclosures. In October 2020, the FASB issued ASU No. 2020-10, "Codification Improvements" ("ASU 2020-10"), which includes amendments to improve consistency of disclosures by ensuring that all guidance that require disclosures or provides an option for an entity to provide information in the notes to the financial statement is codified in the disclosure section of the codification. ASU 2020-10 is effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-10 is effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of adoption of ASU 2020-10 on its consolidated financial statements and related footnote disclosures. 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)" ("ASU 2020-06"). ASU 2020-06 modifies and simplifies accounting for convertible instruments, and eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of adoption of ASU 2020-06 on its consolidated financial statements and related footnote disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires recognition of an estimate of lifetime expected credit losses as an allowance. For companies eligible to be smaller reporting company as defined by the Securities and Exchange Commission (“SEC”), ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact of adoption of ASU 2016-13 on its consolidated financial statements and related footnote disclosures. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the consolidated statement of cash flows for the periods presented (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 91,539 $ 86,907 Restricted cash - current: Dividend payments on preferred stock 8,954 8,954 Cash held in escrow account (1) — 173 Subtotal - Restricted cash - current 8,954 9,127 Restricted cash - long term: Dividend payments on preferred stock 2,239 6,716 Letter of credit (2) 410 410 Cash required per note agreement (3) 100 50 Subtotal - Restricted cash - long term 2,749 7,176 Cash, cash equivalents and restricted cash $ 103,242 $ 103,210 ____________ (1) Relates to cash held in escrow as part of the LifeDojo acquisition. (2) LOC required as part of our headquarters office lease. (3) Cash required to be maintained in our accounts per the 2024 Note agreement. |
Accounts Receivable and Revenue
Accounts Receivable and Revenue Concentration | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Revenue Concentration | Accounts Receivable and Revenue Concentration The following table is a summary of concentration of credit risk by customer revenues as a percentage of our total revenue: Three Months Ended Six Months Ended Percentage of Revenue 2021 2020 2021 2020 Customer A 52.3 % 15.1 % 45.1 % 16.4 % Customer B 25.1 56.9 35.9 53.3 Customer C 12.3 8.0 9.6 8.8 Customer D 3.4 13.0 3.7 13.7 Remaining customers 6.9 7.0 5.7 7.8 100.0 % 100.0 % 100.0 % 100.0 % The following table is a summary of concentration of credit risk by customer accounts receivables as a percentage of our total accounts receivable: Percentage of Accounts Receivable June 30, 2021 December 31, 2020 Customer A 49.1 % 85.9 % Customer C 32.0 0.4 Customer B 17.7 13.5 Remaining customers 1.2 0.2 100.0 % 100.0 % The Company applies the specific identification method for assessing provision for doubtful accounts. There was no bad debt expense in each of the three and six months ended June 30, 2021 and 2020. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): June 30, December 31, 2021 2020 Software $ 3,715 $ 2,441 Computers and equipment 914 893 ROU assets - finance lease 934 934 Leasehold improvements 17 17 Software development in progress 1,374 5 Subtotal 6,954 4,290 Less: Accumulated depreciation and amortization 2,521 2,017 Property and equipment, net $ 4,433 $ 2,273 Capitalized Internal Use Software Costs During the three and six months ended June 30, 2021, we capitalized $1.6 million and $2.6 million, respectively, of costs relating to development of internal use software, and recorded approximately $0.2 million and $0.3 million, respectively, of amortization expense relating to capitalized internal use software. During the three and six months ended June 30, 2020, we capitalized $0.5 million of costs relating to internal use software development costs and approximately $30,000 of amortization expense relating to capitalized internal use software. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The carrying amount of indefinite-lived goodwill was as follows (in thousands): Goodwill Balance at December 31, 2020 $ 5,727 Adjustment related to acquisition of LifeDojo (14) Balance at June 30, 2021 $ 5,713 Intangible Assets The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At June 30, 2021 At December 31, 2020 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (778) $ 2,722 $ 3,500 $ (194) $ 3,306 Customer relationships 5 270 (36) 234 270 (15) 255 Total $ 3,770 $ (814) $ 2,956 $ 3,770 $ (209) $ 3,561 Amortization expense for intangible assets was $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively. There was no intangible assets amortization expense for the three and six months ended June 30, 2020. At June 30, 2021, estimated amortization expense for intangible assets for each of the five years thereafter was as follows (in thousands): Remainder of 2021 $ 610 2022 1,221 2023 1,026 2024 54 2025 45 Total $ 2,956 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Common Stock and Preferred Stock | Common Stock and Preferred Stock Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, preferred stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per common share was the same for each period presented below as the inclusion of any such potential shares of common stock would have been anti-dilutive. Basic and diluted net loss per common share (in thousands, except per share amounts) was as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Net loss $ (3,717) $ (6,213) $ (9,210) $ (13,808) Dividends on preferred stock - declared and undeclared (2,238) — (4,477) — Net loss attributable to common stockholders $ (5,955) $ (6,213) $ (13,687) $ (13,808) Weighted-average shares of common stock outstanding 18,156 16,994 17,891 16,844 Net loss per common share - basic and diluted $ (0.33) $ (0.37) $ (0.77) $ (0.82) The following common equivalent shares as of June 30, 2021 and 2020, issuable upon exercise of stock options and warrants, have been excluded from the diluted earnings per share calculation as their effect was anti-dilutive: June 30, 2021 2020 Warrants to purchase common stock 626,321 1,539,926 Options to purchase common stock 3,258,353 3,834,777 Total 3,884,674 5,374,703 Preferred Stock In August 2020, we completed the offering of 1,700,000 shares of 9.50% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and in September 2020, we completed the closing of the underwriters' full exercise of the over-allotment option of 255,000 additional shares of Series A Preferred Stock, resulting in aggregate gross proceeds of $48.9 million to the Company (or $45.1 million net of underwriting fees and other offering expenses). In mid-September 2020, we began an at-the-market ("ATM") offering of the Series A Preferred Stock through a designated broker for up to 2,000,000 shares, of which we sold 5,027 shares in November 2020. In December 2020, we terminated the ATM offering and began an underwritten offering of the Series A Preferred Stock, under which we completed the offering of 1,730,000 shares of Series A Preferred Stock as well as the issuance of 80,238 shares of Series A Preferred Stock under the over-allotment option, resulting in total gross proceeds, including the proceeds of the ATM offering, of $44.9 million (or $41.4 million net of underwriting fees and other offering expenses). The Series A Preferred Stock is listed on the Nasdaq Global Market under the symbol "OTRKP." The Company, generally, may not redeem the Series A Preferred Stock until August 25, 2025, except upon the occurrence of a Delisting Event or Change of Control (as defined in the Certificate of Designations establishing the Series A Preferred Stock), and on and after August 25, 2025, the Company may, at its option, redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or exchanged for shares of common stock in connection with a Delisting Event or Change of Control. Holders of Series A Preferred Stock generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters, whether or not declared or consecutive) and in certain other events. Holders of Series A Preferred Stock of record at the close of business of each respective record date (February 15, May 15, August 15 and November 15) are entitled to receive, when, as and if declared by our Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.50% per annum of the $25.00 per share liquidation preference (equivalent to $2.375 per annum per share). Dividends, if and when declared by our Board of Directors, are payable quarterly in arrears, every February 28, May 30, August 31, and November 30, as applicable, beginning on or about November 30, 2020. On February 5, 2021 and May 5, 2021, our Board of Directors declared the second and third quarterly dividends, respectively, on the Company's Series A Preferred Stock for shareholders of record as of the close of business on February 15, 2021 and May 15, 2021, respectively. Each quarterly cash dividend equaled $0.593750 per share, at 9.50% per annum of liquidation preference of $25.00 per share. As such, we paid cash dividend of $2.2 million each on February 28, 2021 and May 30, 2021. At June 30, 2021, we had undeclared dividends of $0.7 million. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company's 2017 Stock Incentive Plan (the “2017 Plan”) and 2010 Stock Incentive Plan (the “2010 Plan”) provide for the issuance of 5,082,955 shares of the Company's common stock. The Company has granted stock options to executive officers, employees, members of the Company's board of directors, and certain outside consultants and restricted stock units ("RSUs") to employees. The terms and conditions upon which options become exercisable vary among grants; however, option rights expire no later than ten years from the date of grant and employee and Board of Director awards generally vest over one four Stock-based compensation expense was approximately $3.4 million and $1.7 million for the three months ended June 30, 2021 and 2020, respectively, and $6.0 million and $4.0 million for the six months ended June 30, 2021 and 2020, respectively. The Company issued $0.4 million of common stock to one of the Company's executives during the quarter ended March 31, 2020 and it has been included in stock-based compensation expense for the six months ended June 30, 2020. The assumptions used in the Black-Scholes option-pricing model were as follows: Six Months Ended Volatility 79.0% - 82.0% Risk-free interest rate 0.19% - 0.89% Expected life (in years) 2.75 - 5.85 Dividend yield 0 % The expected volatility assumptions have been based on the historical and expected volatility of our stock and comparable companies, measured over a period generally commensurate with the expected term or acceptable period to determine reasonable volatility. The weighted average expected option term for the six months ended June 30, 2021 reflects the application of the simplified method prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (as amended by SAB 110), which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. Stock Options - Employees and Directors A summary of stock option activity for employees, directors and consultants is as follows: Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2020 3,616,314 $ 14.66 Granted 418,628 33.68 Exercised (379,098) 14.25 Forfeited (397,220) 14.06 Expired (271) 48.00 Outstanding as of June 30, 2021 3,258,353 17.22 Options vested and exercisable as of June 30, 2021 1,015,490 $ 13.60 As of June 30, 2021, there was $22.5 million of total unrecognized compensation cost related to non-vested stock compensation arrangements granted to employees, directors and consultants under the 2017 Amended Plan, which is expected to be recognized over a weighted-average period of approximately 1.81 years. Restricted Stock Units - Employees The Company estimates the fair value of RSUs based on the closing price of our common stock on the date of grant. The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2020 30,000 $ 51.98 Granted 55,000 33.39 Non-vested at June 30, 2021 85,000 39.95 As of June 30, 2021, there was $3.1 million of unrecognized compensation cost related to unvested outstanding RSUs. We expect to recognize these costs over a weighted average period of 4.32 years. Stock Options and Warrants - Non-employees The Company has also granted warrants to purchase common stock that have been approved by our Board of Directors. A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2020 1,465,927 $ 6.02 Granted — — Exercised (1) (839,606) 6.42 Outstanding as of June 30, 2021 626,321 5.49 Warrants exercisable as of June 30, 2021 626,321 5.49 ____________ (1) Included in total number of warrants exercised are 118,532 shares that were net settled at the election of the warrant holders during the six months ended June 30, 2021. Of the total outstanding warrants as of June 30, 2021, 563,260 warrants were held by an entity controlled by the Company's Executive Chairman. Performance-Based and Market-Based Awards The Company’s Compensation Committee designed a compensation structure to align the compensation level of the Executive Chairman to the performance of the Company through the issuance of market-based stock options. The market-based options vest upon the Company’s stock price reaching a certain price at a specific performance period and the total amount of compensation expense recognized is based on a Monte Carlo simulation that factors in the probability of the award vesting. The following table summarizes the Company’s outstanding awards under this structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares Exercise Price December 2017 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 642,307 $ 7.50 August 2018 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 397,693 $ 7.50 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on our balance sheet and classifies the leases as either operating or financing leases. The Company leases office space for our corporate headquarters in Santa Monica, California, and an office space in Rosemont, Illinois, which are accounted for as operating leases and various computer equipment used in the operation of our business, which are accounted for as finance leases. The operating lease agreements include a total of 10,445 square feet of office space for lease terms ranging from 26 months to 60 months. The finance leases are generally for 36 month terms. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The lease includes renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liability and right-of-use asset as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification June 30, 2021 December 31, 2020 Assets Operating lease assets "Operating lease right-of-use-assets" $ 1,830 $ 1,959 Finance lease assets "Property and equipment, net" 562 721 Total lease assets $ 2,392 $ 2,680 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 527 $ 434 Finance lease liabilities "Other accrued liabilities" 324 321 Non-current Operating lease liabilities "Long-term operating lease liabilities" 1,228 1,403 Finance lease liabilities "Long-term finance lease liabilities" 256 418 Total lease liabilities $ 2,335 $ 2,576 Three Months Ended Six Months Ended Condensed Consolidated Statements of Operations 2021 2020 2021 2020 Operating lease expense $ 183 $ 166 $ 354 $ 331 Short-term lease rent expense 24 25 47 52 Variable lease expense 6 9 18 20 Total rent expense $ 213 $ 200 $ 419 $ 403 Finance lease expense Amortization of leased assets $ 79 $ 45 $ 159 $ 81 Interest on lease liabilities 12 4 24 6 Total $ 91 $ 49 $ 183 $ 87 Six Months Ended Condensed Consolidated Statements of Cash Flows 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 308 $ 286 Financing cash flows from finance leases 162 81 Other Information June 30, 2021 December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.9 3.8 Financing leases 1.9 2.4 Weighted-average discount rate Operating leases 10.40 % 10.15 % Finance leases 11.09 % 10.88 % The following table sets forth maturities of our lease liabilities (in thousands): June 30, 2021 Operating Leases Financing Leases Total Remainder of 2021 $ 343 $ 180 $ 523 2022 696 302 998 2023 674 139 813 2024 332 — 332 Total lease payments 2,045 621 2,666 Less: imputed interest (290) (41) (331) Present value of lease liabilities 1,755 580 2,335 Less: current portion (527) (324) (851) Lease liabilities, non-current $ 1,228 $ 256 $ 1,484 |
Leases | Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on our balance sheet and classifies the leases as either operating or financing leases. The Company leases office space for our corporate headquarters in Santa Monica, California, and an office space in Rosemont, Illinois, which are accounted for as operating leases and various computer equipment used in the operation of our business, which are accounted for as finance leases. The operating lease agreements include a total of 10,445 square feet of office space for lease terms ranging from 26 months to 60 months. The finance leases are generally for 36 month terms. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The lease includes renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liability and right-of-use asset as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification June 30, 2021 December 31, 2020 Assets Operating lease assets "Operating lease right-of-use-assets" $ 1,830 $ 1,959 Finance lease assets "Property and equipment, net" 562 721 Total lease assets $ 2,392 $ 2,680 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 527 $ 434 Finance lease liabilities "Other accrued liabilities" 324 321 Non-current Operating lease liabilities "Long-term operating lease liabilities" 1,228 1,403 Finance lease liabilities "Long-term finance lease liabilities" 256 418 Total lease liabilities $ 2,335 $ 2,576 Three Months Ended Six Months Ended Condensed Consolidated Statements of Operations 2021 2020 2021 2020 Operating lease expense $ 183 $ 166 $ 354 $ 331 Short-term lease rent expense 24 25 47 52 Variable lease expense 6 9 18 20 Total rent expense $ 213 $ 200 $ 419 $ 403 Finance lease expense Amortization of leased assets $ 79 $ 45 $ 159 $ 81 Interest on lease liabilities 12 4 24 6 Total $ 91 $ 49 $ 183 $ 87 Six Months Ended Condensed Consolidated Statements of Cash Flows 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 308 $ 286 Financing cash flows from finance leases 162 81 Other Information June 30, 2021 December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.9 3.8 Financing leases 1.9 2.4 Weighted-average discount rate Operating leases 10.40 % 10.15 % Finance leases 11.09 % 10.88 % The following table sets forth maturities of our lease liabilities (in thousands): June 30, 2021 Operating Leases Financing Leases Total Remainder of 2021 $ 343 $ 180 $ 523 2022 696 302 998 2023 674 139 813 2024 332 — 332 Total lease payments 2,045 621 2,666 Less: imputed interest (290) (41) (331) Present value of lease liabilities 1,755 580 2,335 Less: current portion (527) (324) (851) Lease liabilities, non-current $ 1,228 $ 256 $ 1,484 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2024 Notes The Company is party to a Note Purchase Agreement dated September 24, 2019 (the “Note Agreement”) with Goldman Sachs Specialty Lending Group, L.P. and any other purchasers party thereto from time to time (collectively, the “Holders”) (the "Amended Note Agreement"), as amended, pursuant to which the Company initially issued $35.0 million aggregate principal amount of senior secured notes (the "Initial 2024 Notes"). In August 2020, pursuant to a Second Amendment to the Note Purchase Agreement (the "Second Amendment"), the Company issued an additional $10.0 million principal amount of senior secured notes as provided under the additional note purchase commitment of the Note Agreement (together with the Initial 2024 Notes, the "2024 Notes"). The Second Amendment included changes in certain definitions in the Note Agreement intended to permit the Company to issue the Series A Preferred Stock in an amount not to exceed $50 million and to pay dividends thereon under specified conditions, including a waiver of the mandatory prepayment of the 2024 Notes with the proceeds of the Series A Preferred Stock offering. The Second Amendment also modified the Leverage Ratio covenant, Consolidated Adjusted EBITDA covenant, Minimum Consolidated Liquidity covenant and Minimum Revenue covenant providing increased financial flexibility to the Company. In September 2020, the Company and the Holders entered into a Third Amendment to the Note Purchase Agreement, which increased the maximum amount allowed for issuances of the Series A Preferred Stock to $100 million. In late September 2020, the Company and the Holders entered into a Fourth Amendment to the Note Purchase Agreement, which changed certain definitions and covenants in the Note Agreement primarily intended to reduce the Company’s information reporting obligations to the Holders under specified conditions. The Company was subsequently notified on March 3, 2021, that pursuant to Section C of the Fourth Amendment to the Note Purchase Agreement, the Collateral Agent rescinded all amendments under the Fourth Amendment and the Fourth Amendment immediately ceased to be effective and all provisions amended by the Fourth Amendment reverted to their respective formulations prior to the execution of the Fourth Amendment. In December 2020, the Company and the Holders entered into a Fifth Amendment to the Note Purchase Agreement, which increased the maximum amount allowed for issuances of the Series A Preferred Stock to $125 million. On August 3, 2021, the Company and the Holders entered into a Sixth Amendment to the Note Purchase Agreement (the "Sixth Amendment"), which included changes to redefine certain definitions and covenants, including changes to Minimum Consolidated Liquidity, Consolidated Adjusted EBITDA, the Leverage Ratio, the Fixed Charge Coverage Ratio and elimination of Minimum Revenue, in the Note Agreement primarily intended to increase the Company’s financial flexibility. The 2024 Notes bear interest, based on the Company's election, at either a floating rate plus an applicable margin based on cash interest payments or a floating rate plus a slightly higher applicable margin based on interest payment in kind. The applicable margins are subject to stepdowns, in each case, following the achievement of certain financial ratios. The LIBOR index is expected to be discontinued by the end of calendar year 2021. The terms of the Note Agreement allow for a replacement rate if the LIBOR index is discontinued. At June 30, 2021, the effective weighted average annual interest rate applicable to the outstanding 2024 Notes was 14.25%. The entire principal amount of the 2024 Notes is due and payable on the fifth anniversary of the Note Agreement (September 24, 2024) unless earlier redeemed upon the occurrence of certain mandatory prepayment events, including 50% of excess cash flow, asset sales and the amount by which total debt exceeds an applicable leverage multiple. The principal amount of the 2024 Notes increased by $3.0 million in the form of payment in kind of the interest component during the six months ended June 30, 2020. The Amended Note Agreement contains customary covenants, including, among others, covenants that restrict the Company’s ability to incur debt, grant liens, make certain investments and acquisitions, pay certain dividends, repurchase equity interests, repay certain debt, amend certain contracts, enter into affiliate transactions and asset sales or make certain equity issuances, and covenants that require the Company to, among other things, provide annual, quarterly and monthly financial statements, together with related compliance certificates if and when requested by Holders, maintain its property in good repair, maintain insurance and comply with applicable laws. The Amended Note Agreement also includes covenants with respect to the Company’s maintenance of certain financial ratios, including a fixed charge coverage ratio, leverage ratio and consolidated liquidity as well as minimum levels of consolidated adjusted EBITDA. The Amended Note Agreement also contains customary events of default, including, among others, payment default, bankruptcy events, cross-default, breaches of covenants and representations and warranties, change of control, judgment defaults and an ownership change within the meaning of Section 382 of the Internal Revenue Code. In the case of an event of default, the Holder may, among other remedies, accelerate the payment of all obligations under the 2024 Notes and all assets of the Company serves as collateral. Any prepayment of the 2024 Notes must be accompanied by a yield maintenance premium and on or prior to the third anniversary of the date of the Note Agreement must be accompanied by a prepayment premium. The Company was in compliance with all of its debt covenants as of June 30, 2021. In accounting for the issuance of the 2024 Notes, the Company separated the 2024 Notes into liability and equity components. The fair value of the liability component was estimated using an interest rate for debt with terms similar to the 2024 Notes. The carrying amount of the equity component was calculated by measuring the fair value based on the Black-Scholes model. The gross proceeds from the transaction was allocated between liability and equity based on the proportionate value. The debt discount is accreted to interest expense over the term of the 2024 Notes using the interest method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The assumptions used in the Black-Scholes option-pricing model at inception remain unchanged and were determined as follows: Volatility 98.01 % Risk-free interest rate 1.58 % Expected life (in years) 7 Dividend yield 0 % The net carrying amounts of the liability components consists of the following (in thousands): June 30, 2021 December 31, 2020 Principal $ 50,001 $ 50,001 Less: debt discount (3,872) (4,282) Net carrying amount $ 46,129 $ 45,719 The following table presents the interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Contractual interest expense $ 1,801 $ 1,511 $ 3,582 $ 2,964 Accretion of debt discount 212 173 411 373 Total interest expense $ 2,013 $ 1,684 $ 3,993 $ 3,337 Other In August 2020, the Company financed a portion of its insurance premiums totaling $0.3 million at an annual effective rate of 8.25%, payable in ten equal monthly installments which began on September 1, 2020 and a down payment of $0.1 million at inception. In November 2020, the Company financed $3.0 million of insurance premiums at an annual effective rate of 4.95%, payable in ten equal monthly installments beginning on December 8, 2020 and a down payment of $0.8 million at inception. At June 30, 2021, $0.7 million was outstanding under this financing agreement, which was included as part of "Other accrued liabilities" on our condensed consolidated balance sheet. In May 2021, LifeDojo, Inc., the Company's wholly-owned subsidiary acquired in October 2020, received notification that its $0.2 million of PPP loan has been fully forgiven and as such, the full amount of $0.2 million has been recognized as a gain as a component of "Other expense, net" in our condensed consolidated statement of operations for the three and six months ended June 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis as of the periods presented (in thousands): Balance as of June 30, 2021 Level I Level II Level III Total Letter of credit (1) $ 408 $ — $ — $ 408 Total assets $ 408 $ — $ — $ 408 Contingent consideration (2) $ — $ — $ 1,320 $ 1,320 Total liabilities $ — $ — $ 1,320 $ 1,320 Balance as of December 31, 2020 Level I Level II Level III Total Letter of credit (1) $ 408 $ — $ — $ 408 Total assets $ 408 $ — $ — $ 408 Contingent consideration (2) $ — $ — $ 485 $ 485 Total liabilities $ — $ — $ 485 $ 485 ___________________ (1) $408,000 was included in "Restricted cash - long term" on our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. (2) Contingent consideration was included in "Other accrued liabilities" on our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Financial instruments classified as Level III in the fair value hierarchy as of June 30, 2021 and December 31, 2020 represent liabilities measured at market value on a recurring basis and include contingent consideration relating to a stock price guarantee provided in an acquisition (see further discussion below regarding this contingent consideration). In accordance with current accounting rules, the contingent consideration liability is being marked-to-market each quarter-end until it is completely settled or expire. The fair value of contingent consideration liability is valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the 2024 Notes is estimated to approximate their fair value as the variable interest rate of the Senior Secured Notes approximates the market rate for debt with similar terms and risk characteristics. The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2020 $ 485 Change in fair value 835 Balance as of June 30, 2021 $ 1,320 The $1.3 million of contingent consideration as of June 30, 2021 relates to a stock price guarantee provided as a part of our acquisition of LifeDojo, Inc. in October 2020. The stock price guarantee is based on a computation, as defined in the merger agreement, in the event the daily closing price per share of our common stock falls below a specified target price of $60 on two consecutive trading days during a six month period beginning on the sixth month anniversary to the twelfth month anniversary of the closing date (measurement period). The contingent consideration amount, if any, is generally payable within five |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly affect the economics of the VIE and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. As discussed under the heading Management Services Agreements (“MSA”) below, the Company has an MSA with a Texas nonprofit health organization (“TIH”) and a California Professional Corporation (“CIH”). Under the MSAs, the equity owners of TIH and CIH have only a nominal equity investment at risk, and the Company absorbs or receives a majority of the entity’s expected losses or benefits. The Company participates significantly in the design of these MSAs. The Company also agrees to provide working capital loans to allow for TIH and CIH to fund their day to day obligations. Substantially all of the activities of TIH and CIH, including its decision making and approvals are conducted for its benefit, as evidenced by the fact that (i) the operations of TIH and CIH are conducted primarily using the Company's licensed network of providers and (ii) under the MSA, the Company agrees to provide and perform all non-medical management and administrative services for the entities. Payment of the Company's management fee by TIH and CIH is subordinate to payments of the other obligations of TIH and CIH, and repayment of the working capital loans is not guaranteed by the equity owner of the affiliated medical group or other third party. Creditors of TIH and CIH do not have recourse to the Company's general credit. Based on the design of the entity and the lack of sufficient equity to finance its activities without additional working capital loans, the Company has determined that TIH and CIH are VIEs. The Company, as the primary beneficiary, is required to consolidate the VIE entities as it has power and potentially significant interests in the entities. Accordingly, the Company is required to consolidate the assets, liabilities, revenues and expenses of the managed treatment centers. Management Services Agreements In April 2018, the Company executed an MSA with TIH and in July 2018, the Company executed an MSA with CIH. Under the MSAs, the Company licenses to TIH and CIH the right to use its proprietary treatment programs and related trademarks, and provides all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; and • obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction from the Company. TIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five-year period), (b) 10%-15% of the foregoing costs, and (c) any performance bonus amount, as determined by TIH at its sole discretion. CIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the entity, provided that any capitalized costs will be amortized over a five-year period), and (b) any performance bonus amount, as determined by CIH at its sole discretion. The Company's condensed consolidated balance sheets include the following assets and liabilities from its TIH and CIH VIEs (in thousands): June 30, December 31, Cash and cash equivalents $ 982 $ 1,206 Accounts receivable 3 — Unbilled receivables 83 272 Prepaid and other current assets 21 46 Total assets $ 1,089 $ 1,524 Accounts payable $ 16 $ 9 Accrued liabilities 37 234 Deferred revenue 24 76 Intercompany payable 1,593 1,695 Total liabilities $ 1,670 $ 2,014 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities. As of the date of this Quarterly Report on Form 10-Q, we were not party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position except for the following: Loss Contingency On March 3, 2021, a purported securities class action was filed in the United States District Court for the Central District of California, entitled Farhar v. Ontrak, Inc. , Case No. 2:21-cv-01987 (C.D. Cal. filed Mar. 3, 2021). On March 19, 2021, another similar lawsuit was filed in the same court, entitled Yildrim v. Ontrak, Inc. , Case No. 2:21-cv-02460 (C.D. Cal. filed Mar. 19, 2021). On July 14, 2021, the Court consolidated the two actions, appointed Ibinabo Dick as lead plaintiff, and the Rosen Law Firm as lead counsel. In these actions, plaintiffs, purportedly on behalf of a putative class of purchasers of Ontrak securities from November 5, 2020 through February 26, 2021, allege that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a), and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, by intentionally or recklessly making false and/or misleading statements and/or failing to disclose that (i) Ontrak’s largest customer evaluated Ontrak on a provider basis, valuing Ontrak’s performance based on achieving the lowest cost per medical visit rather than clinical outcomes or medical cost savings; (ii) as a result, Ontrak’s largest customer did not find Ontrak’s program to be effective and was reasonably likely to terminate its contract with Ontrak; (iii) because this customer accounted for a significant portion of Ontrak’s revenue, loss of the customer would have an outsized impact on Ontrak’s financial results; and (iv) as a result of the foregoing, Ontrak’s positive statements about its business, operations and prospects were materially misleading and/or lacked a reasonable basis. In these actions, plaintiffs seek certification of a class and monetary damages in an indeterminate amount. In the Court’s July 14, 2021 order, the Court also ordered lead plaintiff to file an consolidated amended complaint within fourteen (14) days. On July 28, 2021, lead plaintiff filed an amended complaint asserting claims substantively identical to those asserted in the original complaint. On July 29, 2021, the Court ordered that the amended complaint be stricken because it did not effect a consolidation of the Farhar and Yildrim actions, and ordered lead plaintiff to file a consolidated amended complaint by August 13, 2021. Defendants will have until September 13, 2021 to move to dismiss, lead plaintiff will have until October 14, 2021 to oppose and defendants will have until October 28, 2021 to reply. We believe that the allegations lack merit and intend to defend against these actions vigorously. |
Organization (Policies)
Organization (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include Ontrak, Inc. and its wholly-owned subsidiaries and variable interest entities (VIEs). The accompanying condensed consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed financial statements included all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the entire fiscal year. The accompanying unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto included in the most recent Annual Report on Form 10-K for the year-ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC"), from which the consolidated balance sheet as of December 31, 2020 has been derived. The Company operates as one segment. Certain prior period amounts reported in condensed consolidated financial statements and notes have been reclassified to conform to current period presentation. |
Recently Adopted/Issued Accounting Standards and Pronouncements | Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional expedients and exceptions to accounting for contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2020-04 is effective for all entities beginning on March 12, 2020 and may be applied prospectively to contract modifications entered through December 31, 2022. ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to contract modifications entered through December 31, 2022. The adoption of ASU 2020-04 and ASU 2021-01 as of the respective effective beginning dates did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, "Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 are effective for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2021-04 on its consolidated financial statements and related footnote disclosures. In October 2020, the FASB issued ASU No. 2020-10, "Codification Improvements" ("ASU 2020-10"), which includes amendments to improve consistency of disclosures by ensuring that all guidance that require disclosures or provides an option for an entity to provide information in the notes to the financial statement is codified in the disclosure section of the codification. ASU 2020-10 is effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-10 is effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of adoption of ASU 2020-10 on its consolidated financial statements and related footnote disclosures. 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)" ("ASU 2020-06"). ASU 2020-06 modifies and simplifies accounting for convertible instruments, and eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of adoption of ASU 2020-06 on its consolidated financial statements and related footnote disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires recognition of an estimate of lifetime expected credit losses as an allowance. For companies eligible to be smaller reporting company as defined by the Securities and Exchange Commission (“SEC”), ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact of adoption of ASU 2016-13 on its consolidated financial statements and related footnote disclosures. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Financial instruments classified as Level III in the fair value hierarchy as of June 30, 2021 and December 31, 2020 represent liabilities measured at market value on a recurring basis and include contingent consideration relating to a stock price guarantee provided in an acquisition (see further discussion below regarding this contingent consideration). In accordance with current accounting rules, the contingent consideration liability is being marked-to-market each quarter-end until it is completely settled or expire. The fair value of contingent consideration liability is valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the 2024 Notes is estimated to approximate their fair value as the variable interest rate of the Senior Secured Notes approximates the market rate for debt with similar terms and risk characteristics. |
Variable Interest Entities | Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly affect the economics of the VIE and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. As discussed under the heading Management Services Agreements (“MSA”) below, the Company has an MSA with a Texas nonprofit health organization (“TIH”) and a California Professional Corporation (“CIH”). Under the MSAs, the equity owners of TIH and CIH have only a nominal equity investment at risk, and the Company absorbs or receives a majority of the entity’s expected losses or benefits. The Company participates significantly in the design of these MSAs. The Company also agrees to provide working capital loans to allow for TIH and CIH to fund their day to day obligations. Substantially all of the activities of TIH and CIH, including its decision making and approvals are conducted for its benefit, as evidenced by the fact that (i) the operations of TIH and CIH are conducted primarily using the Company's licensed network of providers and (ii) under the MSA, the Company agrees to provide and perform all non-medical management and administrative services for the entities. Payment of the Company's management fee by TIH and CIH is subordinate to payments of the other obligations of TIH and CIH, and repayment of the working capital loans is not guaranteed by the equity owner of the affiliated medical group or other third party. Creditors of TIH and CIH do not have recourse to the Company's general credit. Based on the design of the entity and the lack of sufficient equity to finance its activities without additional working capital loans, the Company has determined that TIH and CIH are VIEs. The Company, as the primary beneficiary, is required to consolidate the VIE entities as it has power and potentially significant interests in the entities. Accordingly, the Company is required to consolidate the assets, liabilities, revenues and expenses of the managed treatment centers. Management Services Agreements In April 2018, the Company executed an MSA with TIH and in July 2018, the Company executed an MSA with CIH. Under the MSAs, the Company licenses to TIH and CIH the right to use its proprietary treatment programs and related trademarks, and provides all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; and • obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction from the Company. TIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five-year period), (b) 10%-15% of the foregoing costs, and (c) any performance bonus amount, as determined by TIH at its sole discretion. CIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the entity, provided that any capitalized costs will be amortized over a five-year period), and (b) any performance bonus amount, as determined by CIH at its sole discretion. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Summary of restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the consolidated statement of cash flows for the periods presented (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 91,539 $ 86,907 Restricted cash - current: Dividend payments on preferred stock 8,954 8,954 Cash held in escrow account (1) — 173 Subtotal - Restricted cash - current 8,954 9,127 Restricted cash - long term: Dividend payments on preferred stock 2,239 6,716 Letter of credit (2) 410 410 Cash required per note agreement (3) 100 50 Subtotal - Restricted cash - long term 2,749 7,176 Cash, cash equivalents and restricted cash $ 103,242 $ 103,210 ____________ (1) Relates to cash held in escrow as part of the LifeDojo acquisition. (2) LOC required as part of our headquarters office lease. (3) Cash required to be maintained in our accounts per the 2024 Note agreement. |
Accounts Receivable and Reven_2
Accounts Receivable and Revenue Concentration (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of concentration of risk | The following table is a summary of concentration of credit risk by customer revenues as a percentage of our total revenue: Three Months Ended Six Months Ended Percentage of Revenue 2021 2020 2021 2020 Customer A 52.3 % 15.1 % 45.1 % 16.4 % Customer B 25.1 56.9 35.9 53.3 Customer C 12.3 8.0 9.6 8.8 Customer D 3.4 13.0 3.7 13.7 Remaining customers 6.9 7.0 5.7 7.8 100.0 % 100.0 % 100.0 % 100.0 % The following table is a summary of concentration of credit risk by customer accounts receivables as a percentage of our total accounts receivable: Percentage of Accounts Receivable June 30, 2021 December 31, 2020 Customer A 49.1 % 85.9 % Customer C 32.0 0.4 Customer B 17.7 13.5 Remaining customers 1.2 0.2 100.0 % 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): June 30, December 31, 2021 2020 Software $ 3,715 $ 2,441 Computers and equipment 914 893 ROU assets - finance lease 934 934 Leasehold improvements 17 17 Software development in progress 1,374 5 Subtotal 6,954 4,290 Less: Accumulated depreciation and amortization 2,521 2,017 Property and equipment, net $ 4,433 $ 2,273 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The carrying amount of indefinite-lived goodwill was as follows (in thousands): Goodwill Balance at December 31, 2020 $ 5,727 Adjustment related to acquisition of LifeDojo (14) Balance at June 30, 2021 $ 5,713 |
Schedule of the useful life of internal use software | The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At June 30, 2021 At December 31, 2020 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (778) $ 2,722 $ 3,500 $ (194) $ 3,306 Customer relationships 5 270 (36) 234 270 (15) 255 Total $ 3,770 $ (814) $ 2,956 $ 3,770 $ (209) $ 3,561 |
Schedule of intangible assets' estimated future amortization expense | At June 30, 2021, estimated amortization expense for intangible assets for each of the five years thereafter was as follows (in thousands): Remainder of 2021 $ 610 2022 1,221 2023 1,026 2024 54 2025 45 Total $ 2,956 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Basic and diluted net loss per common share (in thousands, except per share amounts) was as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Net loss $ (3,717) $ (6,213) $ (9,210) $ (13,808) Dividends on preferred stock - declared and undeclared (2,238) — (4,477) — Net loss attributable to common stockholders $ (5,955) $ (6,213) $ (13,687) $ (13,808) Weighted-average shares of common stock outstanding 18,156 16,994 17,891 16,844 Net loss per common share - basic and diluted $ (0.33) $ (0.37) $ (0.77) $ (0.82) |
Schedule of shares excluded from net loss per share | The following common equivalent shares as of June 30, 2021 and 2020, issuable upon exercise of stock options and warrants, have been excluded from the diluted earnings per share calculation as their effect was anti-dilutive: June 30, 2021 2020 Warrants to purchase common stock 626,321 1,539,926 Options to purchase common stock 3,258,353 3,834,777 Total 3,884,674 5,374,703 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of assumptions used in the Black-Scholes option-pricing model | The assumptions used in the Black-Scholes option-pricing model were as follows: Six Months Ended Volatility 79.0% - 82.0% Risk-free interest rate 0.19% - 0.89% Expected life (in years) 2.75 - 5.85 Dividend yield 0 % |
Summary of stock option activity for employees and directors | A summary of stock option activity for employees, directors and consultants is as follows: Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2020 3,616,314 $ 14.66 Granted 418,628 33.68 Exercised (379,098) 14.25 Forfeited (397,220) 14.06 Expired (271) 48.00 Outstanding as of June 30, 2021 3,258,353 17.22 Options vested and exercisable as of June 30, 2021 1,015,490 $ 13.60 |
Schedule of restricted stock units activity | The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2020 30,000 $ 51.98 Granted 55,000 33.39 Non-vested at June 30, 2021 85,000 39.95 |
Summary of warrants activity for non-employees | A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2020 1,465,927 $ 6.02 Granted — — Exercised (1) (839,606) 6.42 Outstanding as of June 30, 2021 626,321 5.49 Warrants exercisable as of June 30, 2021 626,321 5.49 ____________ (1) Included in total number of warrants exercised are 118,532 shares that were net settled at the election of the warrant holders during the six months ended June 30, 2021. |
Schedule of performance based and market based issuances | The following table summarizes the Company’s outstanding awards under this structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares Exercise Price December 2017 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 642,307 $ 7.50 August 2018 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 397,693 $ 7.50 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of quantitative information for leases - Balance Sheet | Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification June 30, 2021 December 31, 2020 Assets Operating lease assets "Operating lease right-of-use-assets" $ 1,830 $ 1,959 Finance lease assets "Property and equipment, net" 562 721 Total lease assets $ 2,392 $ 2,680 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 527 $ 434 Finance lease liabilities "Other accrued liabilities" 324 321 Non-current Operating lease liabilities "Long-term operating lease liabilities" 1,228 1,403 Finance lease liabilities "Long-term finance lease liabilities" 256 418 Total lease liabilities $ 2,335 $ 2,576 |
Schedule of quantitative information for leases - Statements of Operations, Statements of Cash Flows, and Other Information | Three Months Ended Six Months Ended Condensed Consolidated Statements of Operations 2021 2020 2021 2020 Operating lease expense $ 183 $ 166 $ 354 $ 331 Short-term lease rent expense 24 25 47 52 Variable lease expense 6 9 18 20 Total rent expense $ 213 $ 200 $ 419 $ 403 Finance lease expense Amortization of leased assets $ 79 $ 45 $ 159 $ 81 Interest on lease liabilities 12 4 24 6 Total $ 91 $ 49 $ 183 $ 87 Six Months Ended Condensed Consolidated Statements of Cash Flows 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 308 $ 286 Financing cash flows from finance leases 162 81 Other Information June 30, 2021 December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.9 3.8 Financing leases 1.9 2.4 Weighted-average discount rate Operating leases 10.40 % 10.15 % Finance leases 11.09 % 10.88 % |
Schedule of maturities of lease liabilities | The following table sets forth maturities of our lease liabilities (in thousands): June 30, 2021 Operating Leases Financing Leases Total Remainder of 2021 $ 343 $ 180 $ 523 2022 696 302 998 2023 674 139 813 2024 332 — 332 Total lease payments 2,045 621 2,666 Less: imputed interest (290) (41) (331) Present value of lease liabilities 1,755 580 2,335 Less: current portion (527) (324) (851) Lease liabilities, non-current $ 1,228 $ 256 $ 1,484 |
Schedule of maturities of lease liabilities | The following table sets forth maturities of our lease liabilities (in thousands): June 30, 2021 Operating Leases Financing Leases Total Remainder of 2021 $ 343 $ 180 $ 523 2022 696 302 998 2023 674 139 813 2024 332 — 332 Total lease payments 2,045 621 2,666 Less: imputed interest (290) (41) (331) Present value of lease liabilities 1,755 580 2,335 Less: current portion (527) (324) (851) Lease liabilities, non-current $ 1,228 $ 256 $ 1,484 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt valuation assumptions | The assumptions used in the Black-Scholes option-pricing model at inception remain unchanged and were determined as follows: Volatility 98.01 % Risk-free interest rate 1.58 % Expected life (in years) 7 Dividend yield 0 % |
Schedule of carrying amounts of debt | The net carrying amounts of the liability components consists of the following (in thousands): June 30, 2021 December 31, 2020 Principal $ 50,001 $ 50,001 Less: debt discount (3,872) (4,282) Net carrying amount $ 46,129 $ 45,719 |
Schedule of interest expense recognized | The following table presents the interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Contractual interest expense $ 1,801 $ 1,511 $ 3,582 $ 2,964 Accretion of debt discount 212 173 411 373 Total interest expense $ 2,013 $ 1,684 $ 3,993 $ 3,337 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements by level | The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis as of the periods presented (in thousands): Balance as of June 30, 2021 Level I Level II Level III Total Letter of credit (1) $ 408 $ — $ — $ 408 Total assets $ 408 $ — $ — $ 408 Contingent consideration (2) $ — $ — $ 1,320 $ 1,320 Total liabilities $ — $ — $ 1,320 $ 1,320 Balance as of December 31, 2020 Level I Level II Level III Total Letter of credit (1) $ 408 $ — $ — $ 408 Total assets $ 408 $ — $ — $ 408 Contingent consideration (2) $ — $ — $ 485 $ 485 Total liabilities $ — $ — $ 485 $ 485 ___________________ (1) $408,000 was included in "Restricted cash - long term" on our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. (2) Contingent consideration was included in "Other accrued liabilities" on our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. |
Schedule of fair value measurements using significant Level III inputs | The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2020 $ 485 Change in fair value 835 Balance as of June 30, 2021 $ 1,320 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The Company's condensed consolidated balance sheets include the following assets and liabilities from its TIH and CIH VIEs (in thousands): June 30, December 31, Cash and cash equivalents $ 982 $ 1,206 Accounts receivable 3 — Unbilled receivables 83 272 Prepaid and other current assets 21 46 Total assets $ 1,089 $ 1,524 Accounts payable $ 16 $ 9 Accrued liabilities 37 234 Deferred revenue 24 76 Intercompany payable 1,593 1,695 Total liabilities $ 1,670 $ 2,014 |
Organization (Details)
Organization (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of segments | segment | 1 | |||
Cash and restricted cash | $ 103,242 | $ 13,058 | $ 103,210 | $ 14,018 |
Working capital | 88,500 | |||
Cash flows from operating activities | $ 3,154 | $ (3,550) | ||
Equity financing | 87,000 | |||
Debt financing | $ 10,000 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 91,539 | $ 86,907 | ||
Restricted cash - current | 8,954 | 9,127 | ||
Restricted cash - long-term | 2,749 | 7,176 | ||
Cash, cash equivalents and restricted cash | 103,242 | 103,210 | $ 13,058 | $ 14,018 |
Dividend payments on preferred stock | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - current | 8,954 | 8,954 | ||
Restricted cash - long-term | 2,239 | 6,716 | ||
Cash held in escrow account | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - current | 0 | 173 | ||
Letter of credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - long-term | 410 | 410 | ||
Cash required per note agreement | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - long-term | $ 100 | $ 50 |
Accounts Receivable and Reven_3
Accounts Receivable and Revenue Concentration - Concentration of Credit Risk (Details) - Customer concentration risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 100.00% | 100.00% | 100.00% | 100.00% | |
Revenue | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 52.30% | 15.10% | 45.10% | 16.40% | |
Revenue | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 25.10% | 56.90% | 35.90% | 53.30% | |
Revenue | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 12.30% | 8.00% | 9.60% | 8.80% | |
Revenue | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 3.40% | 13.00% | 3.70% | 13.70% | |
Revenue | Remaining customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 6.90% | 7.00% | 5.70% | 7.80% | |
Accounts receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 100.00% | 100.00% | |||
Accounts receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 49.10% | 85.90% | |||
Accounts receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 17.70% | 13.50% | |||
Accounts receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 32.00% | 0.40% | |||
Accounts receivable | Remaining customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 1.20% | 0.20% |
Accounts Receivable and Reven_4
Accounts Receivable and Revenue Concentration - Narrative (Details) - USD ($) | Feb. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Receivables [Abstract] | ||||||
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
Workforce reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Positions eliminated | 35.00% | |||||
Workforce reduction | One-time termination benefits | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total estimated one-time costs of termination benefits | $ 1,600,000 | |||||
Termination benefits paid | 900,000 | |||||
Termination related costs remaining | 300,000 | 300,000 | ||||
Workforce reduction | One-time termination benefits | Other accrued liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Termination related costs accrued | 400,000 | 400,000 | ||||
Workforce reduction | One-time termination benefits | General and administrative expense | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Termination related costs incurred | $ 300,000 | $ 1,000,000 | $ 1,300,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,954 | $ 4,290 |
Less: Accumulated depreciation and amortization | 2,521 | 2,017 |
Property and equipment, net | 4,433 | 2,273 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,715 | 2,441 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 914 | 893 |
ROU assets - finance lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 934 | 934 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17 | 17 |
Software development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,374 | $ 5 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Capitalized internal use software costs | $ 1,600 | $ 500 | $ 2,600 | $ 500 |
Amortization expense related to capitalized internal use software costs | $ 200 | $ 30 | $ 300 | $ 30 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 5,727 |
Adjustment related to acquisition of LifeDojo | (14) |
Goodwill, ending balance | $ 5,713 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 3,770 | $ 3,770 |
Accumulated Amortization | (814) | (209) |
Net Carrying Value | $ 2,956 | 3,561 |
Acquired software technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (years) | 3 years | |
Gross Value | $ 3,500 | 3,500 |
Accumulated Amortization | (778) | (194) |
Net Carrying Value | $ 2,722 | 3,306 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (years) | 5 years | |
Gross Value | $ 270 | 270 |
Accumulated Amortization | (36) | (15) |
Net Carrying Value | $ 234 | $ 255 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 300,000 | $ 0 | $ 600,000 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets' Estimated Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 610 | |
2022 | 1,221 | |
2023 | 1,026 | |
2024 | 54 | |
2025 | 45 | |
Net Carrying Value | $ 2,956 | $ 3,561 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (3,717) | $ (6,213) | $ (9,210) | $ (13,808) |
Dividends on preferred stock - declared and undeclared | (2,238) | 0 | (4,477) | 0 |
Net loss attributable to common stockholders | (5,955) | (6,213) | (13,687) | (13,808) |
Net loss attributable to common stockholders | $ (5,955) | $ (6,213) | $ (13,687) | $ (13,808) |
Weighted-average common shares outstanding, basic (in shares) | 18,156 | 16,994 | 17,891 | 16,844 |
Weighted-average common shares outstanding, diluted (in shares) | 18,156 | 16,994 | 17,891 | 16,844 |
Net loss per common share, basic (in dollars per share) | $ (0.33) | $ (0.37) | $ (0.77) | $ (0.82) |
Net loss per common share, diluted (in dollars per share) | $ (0.33) | $ (0.37) | $ (0.77) | $ (0.82) |
Common Stock and Preferred St_4
Common Stock and Preferred Stock - Antidilutive Shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,884,674 | 5,374,703 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 626,321 | 1,539,926 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,258,353 | 3,834,777 |
Common Stock and Preferred St_5
Common Stock and Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | May 30, 2021 | May 05, 2021 | Feb. 28, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||
Series A Cumulative Perpetual Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (in shares) | 1,700,000 | |||||||||
Preferred stock, dividend rate | 9.50% | 9.50% | 9.50% | |||||||
Proceeds from issuance of preferred stock | $ 44.9 | $ 48.9 | ||||||||
Proceeds from issuance of preferred stock, net of underwriting fees and other offering cost | $ 41.4 | $ 45.1 | ||||||||
Preferred stock, redemption price (in dollars per share) | $ 25 | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | 25 | |||||||
Preferred stock, liquidation preference, per annum (in dollars per share) | $ 2.375 | |||||||||
Preferred stock, dividend rate (in dollars per share) | $ 0.593750 | $ 0.593750 | ||||||||
Cash payment of preferred stock dividends | $ 2.2 | $ 2.2 | ||||||||
Preferred stock, undeclared dividends | $ 0.7 | |||||||||
Series A Cumulative Perpetual Preferred Stock | Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (in shares) | 80,238 | 255,000 | ||||||||
Series A Cumulative Perpetual Preferred Stock | At The Market Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (in shares) | 5,027 | |||||||||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||||||||
Series A Cumulative Perpetual Preferred Stock | Underwritten Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (in shares) | 1,730,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 5,082,955 | 5,082,955 | |||
Shares reserved for future award (in shares) | 398,941 | 398,941 | |||
Share-based compensation expense | $ 3.4 | $ 1.7 | $ 6 | $ 4 | |
Executive Chairman | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 563,260 | 563,260 | |||
Stock options and RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options and RSUs outstanding (in shares) | 3,343,353 | 3,343,353 | |||
Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 0.6 | ||||
Common stock issued | $ 0.4 | ||||
Employees, Directors and Consultants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 22.5 | $ 22.5 | |||
Unrecognized compensation costs, recognition period (in years) | 1 year 9 months 21 days | ||||
Employees | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 3.1 | $ 3.1 | |||
Unrecognized compensation costs, recognition period (in years) | 4 years 3 months 25 days | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 1 year | ||||
Minimum | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Maximum | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 5 years |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in the Black-Scholes Option-pricing Model (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 79.00% |
Risk-free interest rate | 0.19% |
Expected life (in years) | 2 years 9 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 82.00% |
Risk-free interest rate | 0.89% |
Expected life (in years) | 5 years 10 months 6 days |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee and Director Stock Option Activity (Details) - Employees, Directors and Consultants - $ / shares | 6 Months Ended |
Jun. 30, 2021 | |
Number of Shares | |
Beginning balance (in shares) | 3,616,314 |
Granted (in shares) | 418,628 |
Exercised (in shares) | (379,098) |
Forfeited (in shares) | (397,220) |
Expired (in shares) | (271) |
Ending balance (in shares) | 3,258,353 |
Vested (in shares) | 1,015,490 |
Exercisable (in shares) | 1,015,490 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 14.66 |
Granted (in dollars per share) | 33.68 |
Exercised (in dollars per share) | 14.25 |
Forfeited (in dollars per share) | 14.06 |
Expired (in dollars per share) | 48 |
Ending balance (in dollars per share) | 17.22 |
Vested (in dollars per share) | 13.60 |
Exercisable (in dollars per share) | $ 13.60 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Units Activity (Details) - Employees - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Restricted Stock Units | |
Non-vested beginning balance (in shares) | shares | 30,000 |
Granted (in shares) | shares | 55,000 |
Non-vested ending balance (in shares) | shares | 85,000 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 51.98 |
Granted (in dollars per share) | $ / shares | 33.39 |
Ending balance (in dollars per share) | $ / shares | $ 39.95 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Warrant Activity (Details) - Nonemployees | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Warrants | |
Beginning balance (in shares) | 1,465,927 |
Exercised (in shares) | (839,606) |
Ending balance (in shares) | 626,321 |
Exercisable (in shares) | 626,321 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 6.02 |
Exercised (in dollars per share) | $ / shares | 6.42 |
Ending balance (in dollars per share) | $ / shares | 5.49 |
Exercisable (in dollars per share) | $ / shares | $ 5.49 |
Number of warrants exercised at the election of warrant holder (in shares) | 118,532 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-based and Market-based Awards (Details) - Market based options | 1 Months Ended | |
Aug. 31, 2018day$ / sharesshares | Dec. 31, 2017day$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, share price (in dollars per share) | $ / shares | $ 15 | $ 15 |
Threshold trading days | day | 20 | 20 |
Threshold consecutive trading days | day | 30 | 30 |
Fully vest on January 1, 2023 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 397,693 | 642,307 |
Stock options granted, exercise price (in dollars per share) | $ / shares | $ 7.50 | $ 7.50 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2021ft² |
Lessee, Lease, Description [Line Items] | |
Area of real estate property (in sq. ft) | 10,445 |
Finance lease, term | 36 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term (in months) | 26 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term (in months) | 60 months |
Leases - Condensed Consolidated
Leases - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease assets | $ 1,830 | $ 1,959 |
Finance lease assets | 562 | 721 |
Total lease assets | $ 2,392 | $ 2,680 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Current | ||
Operating lease liabilities | $ 527 | $ 434 |
Finance lease liabilities | 324 | 321 |
Non-current | ||
Operating lease liabilities | 1,228 | 1,403 |
Finance lease liabilities | 256 | 418 |
Total lease liabilities | $ 2,335 | $ 2,576 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
Leases - Condensed Consolidat_2
Leases - Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 183 | $ 166 | $ 354 | $ 331 |
Short-term lease rent expense | 24 | 25 | 47 | 52 |
Variable lease expense | 6 | 9 | 18 | 20 |
Total rent expense | 213 | 200 | 419 | 403 |
Amortization of leased assets | 79 | 45 | 159 | 81 |
Interest on lease liabilities | 12 | 4 | 24 | 6 |
Total | $ 91 | $ 49 | $ 183 | $ 87 |
Leases - Condensed Consolidat_3
Leases - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 308 | $ 286 |
Financing cash flows from finance leases | $ 162 | $ 81 |
Leases - Other Information (Det
Leases - Other Information (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (years) | ||
Operating leases | 2 years 10 months 24 days | 3 years 9 months 18 days |
Financing leases | 1 year 10 months 24 days | 2 years 4 months 24 days |
Weighted-average discount rate | ||
Operating leases | 10.40% | 10.15% |
Finance leases | 11.09% | 10.88% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Remainder of 2021 | $ 343 | |
2022 | 696 | |
2023 | 674 | |
2024 | 332 | |
Total lease payments | 2,045 | |
Less: imputed interest | (290) | |
Present value of lease liabilities | 1,755 | |
Less: current portion | (527) | $ (434) |
Lease liabilities, non-current | 1,228 | 1,403 |
Financing Leases | ||
Remainder of 2021 | 180 | |
2022 | 302 | |
2023 | 139 | |
2024 | 0 | |
Total lease payments | 621 | |
Less: imputed interest | (41) | |
Present value of lease liabilities | 580 | |
Less: current portion | (324) | (321) |
Long-term finance lease liabilities | 256 | 418 |
Total | ||
Remainder of 2021 | 523 | |
2022 | 998 | |
2023 | 813 | |
2024 | 332 | |
Total lease payments | 2,666 | |
Less: imputed interest | (331) | |
Total lease liabilities | 2,335 | $ 2,576 |
Less: current portion | (851) | |
Lease liabilities, non-current | $ 1,484 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | Sep. 24, 2019USD ($) | May 31, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($)installment | Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($)installment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Issuance of preferred stock, maximum value allowed | $ 125,000 | $ 100,000 | ||||||
Mandatory prepayment trigger, excess cash flow (in percentage) | 0.50 | |||||||
Number of installments | installment | 10 | 10 | ||||||
Gain on forgiveness of PPP loan | $ 171 | $ 0 | ||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from debt | $ 35,000 | $ 10,000 | ||||||
Issuance of preferred stock, maximum value allowed | $ 50,000 | |||||||
Effective weighted average annual interest rate | 14.25% | |||||||
Debt instrument, increase in principal amount | $ 3,000 | |||||||
Insurance Premium Financing | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective weighted average annual interest rate | 4.95% | 8.25% | ||||||
Principal amount of debt | $ 3,000 | $ 300 | ||||||
Debt down payment | $ 800 | $ 100 | ||||||
Debt outstanding | $ 700 | |||||||
PPP Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt forgiven | $ 200 | |||||||
Gain on forgiveness of PPP loan | $ 200 |
Debt - Valuation Assumptions (D
Debt - Valuation Assumptions (Details) | Jun. 30, 2021year |
Volatility | |
Debt Instrument [Line Items] | |
Equity component valuation input | 0.9801 |
Risk-free interest rate | |
Debt Instrument [Line Items] | |
Equity component valuation input | 0.0158 |
Expected life (in years) | |
Debt Instrument [Line Items] | |
Equity component valuation input | 7 |
Dividend yield | |
Debt Instrument [Line Items] | |
Equity component valuation input | 0 |
Debt - Net Carrying Amounts (De
Debt - Net Carrying Amounts (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal | $ 50,001 | $ 50,001 |
Less: debt discount | (3,872) | (4,282) |
Net carrying amount | $ 46,129 | $ 45,719 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 1,801 | $ 1,511 | $ 3,582 | $ 2,964 |
Accretion of debt discount | 212 | 173 | 411 | 373 |
Total interest expense | $ 2,013 | $ 1,684 | $ 3,993 | $ 3,337 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 408 | $ 408 |
Contingent consideration | 1,320 | 485 |
Total liabilities | 1,320 | 485 |
Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 408 | 408 |
Letter of credit | Restricted cash, long term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 408 | 408 |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 408 | 408 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level I | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 408 | 408 |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level II | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 0 | 0 |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | 1,320 | 485 |
Total liabilities | 1,320 | 485 |
Level III | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | $ 0 | $ 0 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Measurements Using Significant Level III Inputs (Details) - Contingent consideration - Level III $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 485 |
Change in fair value | 835 |
Ending balance | $ 1,320 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - LifeDojo Inc. $ / shares in Units, $ in Millions | 1 Months Ended | |
Oct. 31, 2020day$ / shares | Jun. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ | $ 1.3 | |
Contingent consideration arrangements, target common stock price (in dollars per share) | $ / shares | $ 60 | |
Contingent consideration arrangements, number of consecutive trading days | day | 2 | |
Contingent consideration arrangements, measurement period | 6 months | |
Contingent consideration arrangement, number of business days following completion of measurement | 5 days |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) | Jun. 30, 2021 |
TIH | |
Variable Interest Entity [Line Items] | |
Capitalized cost, amortization period | 5 years |
CIH | |
Variable Interest Entity [Line Items] | |
Capitalized cost, amortization period | 5 years |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Amounts and Classification of Assets and Liabilities of VIE (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 91,539 | $ 86,907 |
Unbilled receivables | 1,539 | 4,426 |
Prepaid and other current assets | 3,118 | 4,144 |
Total assets | 133,372 | 144,701 |
Accounts payable | 1,576 | 1,287 |
Deferred revenue | 14,538 | 20,954 |
Total liabilities | 74,339 | 83,950 |
VIE, Primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 982 | 1,206 |
Accounts receivable | 3 | 0 |
Unbilled receivables | 83 | 272 |
Prepaid and other current assets | 21 | 46 |
Total assets | 1,089 | 1,524 |
Accounts payable | 16 | 9 |
Accrued liabilities | 37 | 234 |
Deferred revenue | 24 | 76 |
Intercompany payable | 1,593 | 1,695 |
Total liabilities | $ 1,670 | $ 2,014 |