Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Benefitfocus, Inc. | |
Entity Central Index Key | 0001576169 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 33,962,916 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Trading Symbol | BNFT | |
Entity Incorporation, State or Country Code | DE | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-36061 | |
Entity Tax Identification Number | 46-2346314 | |
Entity Address, Address Line One | 100 Benefitfocus Way | |
Entity Address, City or Town | Charleston | |
Entity Address, State or Province | SC | |
Entity Address, Postal Zip Code | 29492 | |
City Area Code | 843 | |
Local Phone Number | 849-7476 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 58,972,000 | $ 31,001,000 |
Marketable securities | 0 | 37,049,000 |
Accounts receivable, net | 23,504,000 | 16,491,000 |
Contract, prepaid and other current assets | 25,757,000 | 27,615,000 |
Total current assets | 108,233,000 | 112,156,000 |
Property and equipment, net | 25,657,000 | 27,202,000 |
Financing lease right-of-use assets | 54,332,000 | 56,474,000 |
Operating lease right-of-use assets | 722,000 | 774,000 |
Intangible assets, net | 20,061,000 | 21,134,000 |
Goodwill | 34,237,000 | 34,237,000 |
Deferred contract costs and other non-current assets | 8,076,000 | 8,864,000 |
Total assets | 251,318,000 | 260,841,000 |
Current liabilities: | ||
Accounts payable | 6,466,000 | 10,565,000 |
Accrued expenses | 9,353,000 | 9,451,000 |
Accrued compensation and benefits | 16,270,000 | 16,411,000 |
Deferred revenue, current portion | 27,600,000 | 27,756,000 |
Lease liabilities and financing obligations, current portion | 5,753,000 | 7,378,000 |
Contingent consideration | 675,000 | 675,000 |
Total current liabilities | 66,117,000 | 72,236,000 |
Deferred revenue, net of current portion | 2,799,000 | 2,377,000 |
Convertible senior notes | 119,774,000 | 107,281,000 |
Lease liabilities and financing obligations, net current portion | 74,434,000 | 75,758,000 |
Other non-current liabilities | 310,000 | 313,000 |
Total liabilities | 263,434,000 | 257,965,000 |
Commitments and contingencies | 0 | 0 |
Redeemable preferred stock: | ||
Series A preferred stock, par value $0.001, 5,000,000 shares authorized, 1,777,778 and 1,777,778 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively, liquidation preference $45 per share as of March 31, 2022 and December 31, 2021, respectively | 79,193,000 | 79,193,000 |
Stockholders' deficit: | ||
Common stock, par value $0.001, 95,000,000 shares authorized, 33,521,117 and 33,460,545 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 33,000 | 33,000 |
Additional paid-in capital | 378,490,000 | 431,874,000 |
Accumulated deficit | (469,832,000) | (508,224,000) |
Total stockholders' deficit | (91,309,000) | (76,317,000) |
Total liabilities, redeemable preferred stock and stockholders' deficit | $ 251,318,000 | $ 260,841,000 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,777,778 | 1,777,778 |
Preferred stock, shares outstanding | 1,777,778 | 1,777,778 |
Liquidation preference per share | $ 45 | $ 45 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 33,521,117 | 33,460,545 |
Common stock, shares outstanding | 33,521,117 | 33,460,545 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 61,225 | $ 65,063 |
Cost of revenue | 29,886 | 28,593 |
Gross profit | 31,339 | 36,470 |
Operating expenses: | ||
Sales and marketing | 9,924 | 10,891 |
Research and development | 11,157 | 10,832 |
General and administrative | 9,289 | 9,862 |
Restructuring costs | 1,006 | 1,400 |
Total operating expenses | 31,376 | 32,985 |
(Loss) income from operations | (37) | 3,485 |
Other income (expense): | ||
Interest income | 12 | 57 |
Interest expense | (2,482) | (5,555) |
Other income (expense) | 246 | (42) |
Total other expense, net | (2,224) | (5,540) |
Loss before income taxes | (2,261) | (2,055) |
Income tax expense | 16 | 42 |
Net loss | (2,277) | (2,097) |
Preferred dividends | (1,600) | (1,600) |
Net loss available to common stockholders | (3,877) | (3,697) |
Comprehensive loss | $ (2,277) | $ (2,097) |
Net loss per common share: | ||
Basic and diluted | $ (0.12) | $ (0.11) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 33,496,846 | 32,490,811 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock, $0.001 Par Value | Common Stock, $0.001 Par ValueCumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at Dec. 31, 2020 | $ (48,595) | $ 32 | $ 427,431 | $ (476,058) | ||||
Balance (in shares) at Dec. 31, 2020 | 32,327,439 | |||||||
Exercise of stock options | 155 | $ 1 | 154 | 0 | ||||
Exercise of stock options (in shares) | 15,000 | |||||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 0 | 0 | 0 | ||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 173,731 | |||||||
Stock-based compensation expense | 1,523 | $ 0 | 1,523 | 0 | ||||
Preferred dividends | (1,600) | 0 | (1,600) | 0 | ||||
Net loss | (2,097) | 0 | 0 | (2,097) | ||||
Balance at Mar. 31, 2021 | (50,614) | $ 33 | 427,508 | (478,155) | ||||
Balance (in shares) at Mar. 31, 2021 | 32,516,170 | |||||||
Balance at Dec. 31, 2021 | $ (76,317) | $ 33 | 431,874 | (508,224) | ||||
Balance (in shares) at Dec. 31, 2021 | 33,460,545 | 33,460,545 | ||||||
Cumulative effect adjustment from adoption of new accounting standard at Dec. 31, 2021 | $ (12,304) | $ 0 | $ (52,973) | $ 40,669 | ||||
Issuance of common stock upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | ||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 60,572 | |||||||
Stock-based compensation expense | 1,189 | $ 0 | 1,189 | 0 | ||||
Preferred dividends | (1,600) | 0 | (1,600) | 0 | ||||
Net loss | (2,277) | 0 | 0 | (2,277) | ||||
Balance at Mar. 31, 2022 | $ (91,309) | $ 33 | $ 378,490 | $ (469,832) | ||||
Balance (in shares) at Mar. 31, 2022 | 33,521,117 | 33,521,117 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (2,277) | $ (2,097) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 6,737 | 6,353 |
Stock-based compensation expense | 1,189 | 1,523 |
Accretion of interest on convertible senior notes | 188 | 2,868 |
Interest accrual on finance lease liabilities | 17 | 1,879 |
Rent expense less than payments | (27) | (13) |
Non-cash accretion income from investments | 29 | 227 |
Impairment or loss on disposal of right-of-use assets and property and equipment | 0 | 45 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (7,014) | (2,256) |
Accrued interest on investments | 284 | (136) |
Contract, prepaid and other current assets | 1,859 | 463 |
Deferred costs and other non-current assets | 789 | 823 |
Accounts payable and accrued expenses | (4,899) | 5,835 |
Accrued compensation and benefits | (141) | (7,208) |
Deferred revenue | 266 | 426 |
Other non-current liabilities | 0 | 32 |
Net cash (used in) provided by operating activities | (3,000) | 8,764 |
Cash flows from investing activities | ||
Purchases of investments held-to-maturity | 0 | (22,329) |
Maturities of investments held-to-maturity | 0 | 22,500 |
Maturities of investments available-for-sale | 22,045 | 0 |
Sales of investments available-for-sale | 14,691 | 0 |
Business combination, net of cash acquired | (500) | 0 |
Purchases of property and equipment | (2,010) | (1,893) |
Net cash provided by (used in) investing activities | 34,226 | (1,722) |
Cash flows from financing activities | ||
Payments of preferred dividends | (1,600) | (1,600) |
Change in amounts payable on behalf of customer members | 1,151 | 0 |
Proceeds from exercises of stock options and ESPP | 0 | 155 |
Payments on financing obligations | 0 | (223) |
Payments of principal on finance lease liabilities | (2,806) | (2,034) |
Net cash used in financing activities | (3,255) | (3,702) |
Net increase in cash, cash equivalents and restricted cash | 27,971 | 3,340 |
Cash, cash equivalents and restricted cash, beginning of period | 31,001 | 90,706 |
Cash, cash equivalents and restricted cash, end of period | 58,972 | 94,046 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment purchases in accounts payable and accrued expenses | $ 31 | $ 88 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Benefitfocus, Inc. (the “Company”) provides a leading cloud-based benefits management platform for consumers, employers, health plans (also known as insurance carriers) and brokers that is designed to simplify how organizations and individuals transact benefits. The financial statements of the Company include the financial position and operations of its wholly owned subsidiaries, Benefitfocus.com, Inc., BenefitStore, Inc. and Tango Health, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidation. The Company is not the primary beneficiary of, nor does it have a controlling financial interest in, any variable interest entity. Accordingly, the Company has not consolidated any variable interest entity. Interim Unaudited Consolidated Financial Information The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with GAAP as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification” or “ASC”) for interim financial information, and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations and comprehensive loss, financial position, changes in stockholders’ deficit and cash flows. The results of operations and comprehensive loss for the three-month period ended March 31, 2022 are not necessarily indicative of the results for the full year or for any other future period. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related footnotes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as amended. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Such estimates include allowances for credit losses and returns, valuations of deferred income taxes, long-lived assets, capitalizable software development costs and the related amortization, contingent consideration, incremental borrowing rate used in lease accounting, the determination of the useful lives of assets, and the impairment assessment of acquired intangibles and goodwill. Additionally, as described in revenue and deferred revenue below, estimates are utilized in association with revenue recognition, in particular the estimation of variable consideration using the expected value method from insurance broker commissions reported in Platform revenue. Determination of these transactions and account balances are based on, among other things, the Company’s estimates and judgments. These estimates are based on the Company’s knowledge of current events and actions it may undertake in the future as well as on various other assumptions that it believes to be reasonable. Actual results could differ materially from these estimates. Restructuring Costs Restructuring costs are comprised of one-time severance charges, continuation of health benefits and outplacement services and are presented separately in operating expenses in the consolidated statements of operations and comprehensive loss. The Company recorded restructuring costs of $1,006 and $ 1,400 from a reduction to its workforce during January 2022 and 2021, respectively. Revenue and Deferred Revenue The Company derives its revenue primarily from fees for subscription services and professional services sold to employers and health plans as well as platform revenue derived from the value of products sold on its platform. Revenue is recognized when control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Taxes collected from customers relating to services and remitted to governmental authorities are excluded from revenue. The Company determines revenue recognition through the following steps: • Identification of each contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, performance obligations are satisfied. Software Services Revenue Software services revenue consists of subscription revenue and platform revenue. Subscription Revenue Subscription revenue primarily consists of monthly or annual subscription fees paid to the Company by its employer and health plan customers for access to, and usage of, cloud-based benefits software solutions for a specified contract term. Fees are generally charged based on the number of employees or subscribers with access to the solution. Subscription services revenue is generally recognized on a ratable basis over the contract term beginning on the date the subscription services are made available to the customer. The Company’s subscription service contracts are generally three years. Subscription revenue also includes fees paid for other services, such as event sponsorships and certain data services. Platform Revenue Platform revenue is generated from the value of policies or products enrolled in through the Company’s marketplace. Platform revenue from insurance carriers is generally recognized over the policy period of the enrolled products. In arrangements where the Company sells policies to employees of its customers as the broker, it earns broker commissions. Revenue from insurance broker commissions and supplier transactions is recognized at a point in time when the orders for the policies are received and transferred to the insurance carrier or supplier and is reduced by constraints for variable consideration associated with collectability, policy cancellation and termination risks. Professional Services Revenue Professional services revenue primarily consists of fees related to the implementation of software products purchased by customers. Professional services typically include discovery, configuration and deployment, integration, testing, and training. Fees from consulting services and support services are also included in professional services revenue. The Company determined that implementation services for certain of its health plan customers significantly modify or customize the software solution and, as such, do not represent a distinct performance obligation. Accordingly, revenue from such implementation services with these health plan customers are generally recognized over the contract term of the associated subscription services contract, including any extension periods representing a material right. In certain arrangements, the Company utilizes estimates of hours as a measure of progress to determine revenue. Revenue from implementation services with employer customers is generally recognized as those services are performed. Revenue from support is recognized over the service period. Contracts with Multiple Performance Obligations Certain of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are accounted for separately if they are distinct. The Company allocates the transaction price to the separate performance obligations based on their relative standalone selling prices. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the subscription services sold, customer size and complexity, and the number and types of users under the contracts. Contract Costs The Company capitalizes costs to obtain contracts that are considered incremental and recoverable, such as sales commissions. Payments of sales commissions generally include multiple payments. The Company capitalizes only those payments made within an insignificant time from the contract inception, typically three months or less. Subsequent payments are expensed as incurred. The capitalized costs are amortized to sales and marketing expense over the estimated period of benefit of the asset, which is generally four to five years. The Company expenses the costs to obtain a contract when the amortization period is less than one year. Deferred costs related to obtaining contracts are included in deferred contract costs and other non-current assets. The Company capitalizes contract fulfillment costs directly associated with customer contracts that are not related to satisfying performance obligations. The costs are amortized to cost of revenue expense over the estimated period of benefit, which is generally five years. Deferred fulfillment costs are included in deferred contract costs and other non-current assets. The following tables present information about deferred contract costs: Balance of deferred contract costs As of March 31, 2022 As of December 31, 2021 Costs to obtain contracts $ 3,863 $ 4,418 Costs to fulfill contracts $ 2,689 $ 2,887 Three Months Ended March 31, Amortization of deferred contract costs 2022 2021 Costs to obtain contracts included in sales and marketing expense $ 636 $ 745 Costs to fulfill contracts included in cost of revenue $ 248 $ 351 Cost of Revenue Cost of revenue primarily consists of employee compensation, professional services, data center co-location costs, networking expenses, depreciation expense for computer equipment directly associated with generating revenue, amortization expense for capitalized software development costs, and infrastructure maintenance costs. In addition, the Company allocates a portion of overhead, such as facilities and security costs, additional depreciation and amortization expense, and employee benefit costs to cost of revenue based on headcount. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of bank checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Restricted cash consists of voluntary benefits premiums collected by the Company from its customer members. Restricted cash amounts are segregated in separate bank accounts and are used exclusively for the payment of the related amounts due to third-party insurance providers for benefits enrolled in by customer members. This usage restriction is contractually imposed and reflects the Company’s intention with regards to such deposits. As of March 31, 2022, the Company had $1,151 of such restricted deposits included in cash, cash equivalents, and restricted cash on the consolidated balance sheets. The same amount due to third-party insurance providers on behalf of the customers is included in accounts payable on the consolidated balance sheet as of March 31, 2022. There was no restricted cash as of December 31, 2021. Marketable Securities Marketable securities consist of short-term investments in corporate bonds, commercial paper, and U.S. Treasury and agency bonds. During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent to sell the securities. The Company’s available-for-sale marketable securities are recorded at fair value which approximates cost due to the short duration of such securities. Debt securities classified as either available-for-sale or held-to-maturity are subject to the expected credit loss model prescribed under Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments”. The Company utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for debt securities at the time the financial asset is originated or acquired. The Company measures expected credit losses on its debt portfolio on a collective basis by major security type. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company’s credit loss calculations for debt securities are based upon historical default and recovery rates of bonds rated with the same rating as its portfolio. An adjustment factor is applied to these credit loss calculations based upon the Company’s assessment of the expected impact from current economic conditions on its investments. The Company monitors the credit quality of debt securities through the use of their respective credit rating and updates them on a quarterly basis. The allowance for credit losses is discussed in Note 7. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, marketable securities and accounts receivable. All of the Company’s cash, cash equivalents and restricted cash are held at financial institutions that management believes to be of high credit quality. The bank deposits of the Company might, at times, exceed federally insured limits and are generally uninsured and uncollateralized. The Company has not experienced any losses on cash, cash equivalents and restricted cash to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. Accounts receivable are unsecured and derived from revenue earned from customers located in the United States. One customer represented approximately 11% of accounts receivable as of March 31, 2022 Allowance for Credit Losses The Company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7. Capitalized Software Development Costs The Company capitalizes certain costs related to its software developed or obtained for internal use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred during the application development stage, including upgrades and enhancements representing modifications that will result in significant additional functionality, are capitalized. Software maintenance and training costs are expensed as incurred. Capitalized costs are recorded as part of property and equipment and are amortized on a straight-line basis to cost of revenue over the software’s estimated useful life, which is three years . The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The following tables present information about capitalized software development costs: Three Months Ended March 31, Capitalized software development costs 2022 2021 Capitalized $ 1,656 $ 1,748 Amortized $ 2,430 $ 2,162 Capitalized software development costs As of March 31, 2022 As of December 31, 2021 Net book value $ 15,518 $ 16,292 Leases The Company periodically enters into finance leases for property and equipment. The leasing arrangements for the Company’s office space at its headquarters campus are classified as finance leases. The Company also leases office space under operating leases. The Company determines if an arrangement is a lease at inception. Right of use (“ROU”), assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent an obligation to make lease payments arising from the lease. Leases with a term of 12 months or less are not included in the recognized ROU assets and lease liabilities for all classes of assets. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on information available at commencement date to determine the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives, or initial direct costs. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense. The Company has lease agreements which require payments for lease and non-lease components (e.g., common area maintenance and equipment maintenance) that are accounted for as a single lease component. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as maintenance costs based on future obligations, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. Comprehensive Loss The Company’s net loss equals comprehensive loss for all periods presented. Recently Adopted Accounting Standards Convertible Debt On January 1, 2022, the Company adopted 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)”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. The Company adopted this update using the modified retrospective transition method at the beginning of the period of adoption. The adoption of this standard had a significant impact on the Company’s consolidated financial statements as follows: • Removal of the equity component, net of allocated issuance costs, of the convertible senior notes of $52,973 recorded to additional paid-in capital resulting in an increase to the carrying amount of the liability and, cumulatively reduced non-cash interest expense ($40,669 of which was recorded to the opening balance of accumulated deficit); • Elimination of the $12,304 in unamortized discount recorded to the convertible senior notes; and • Significant reduction in prospective non-cash interest expense related to the elimination of the unamortized discount. The adoption of this standard did not impact the manner in which the Company has or will reflect the convertible senior notes in diluted EPS. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On November 19, 2021, the Company purchased 100% of the outstanding stock of Tango Health, Inc., for a total consideration of $28,471. This acquisition added technology to strengthen the Company’s platform, expand its customer reach, and enhance the value the Company delivers to its Patient Protection and Affordable Care Act (“ACA”) compliance customers. As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of acquisition accounting will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The preliminary acquisition accounting will be finalized within one year from the date of acquisition. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair and recorded values of assets acquired and liabilities assumed. The following table summarizes the preliminary fair value of the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Consideration Transferred Cash consideration transferred $ 31,628 Contingently returnable consideration (879 ) Consideration payable 500 Contingent consideration 675 Fair value of total purchase price consideration 31,924 Cash acquired (3,453 ) Fair value of total purchase price consideration, net of cash acquired $ 28,471 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Accounts receivable, net $ 2,866 Contract, prepaid and other current assets 453 Intangible assets 13,250 Accounts payable and accrued expenses (435 ) Deferred revenue, current portion (5,849 ) Deferred tax liability (3,194 ) Total identifiable net assets 7,091 Goodwill 21,380 Total identifiable net assets and goodwill $ 28,471 The goodwill of $21,380 arising from the acquisition relates to the growth of the business through future adaptations of the technology and the growth of the business through new customers. The goodwill recognized from this stock acquisition is not deductible for income tax purposes. The identifiable intangible assets acquired have a weighted average amortization period of 6.9 years and include developed technology, customer relationships, and trade name. The Company did not acquire any contingent liabilities as part of the transaction. During Q1 2022 the Company transferred the previously recorded consideration payable of $500. Additionally, consideration transferred to complete the acquisition includes contingently returnable assets of $879 and contingent consideration of $675 that is measured at fair value and classified within Level 3 of the fair value hierarchy, as presented in Note 5 . As of March 31, 2022, none of the contingent Contract assets and deferred revenue balances were recorded at the book amounts acquired as the contract terms and performance obligations were consistent with the Company's application of the provisions of ASC Topic 606, Revenue from Contracts with Customers. All other assets acquired and liabilities assumed were recorded at preliminary fair and recorded values. The fair value of the assets and liabilities assumed is provisional pending finalization of the Company’s review of supporting records for these assets and liabilities. Revenue recognized by the Company related to the operations of and identifiable expenses associated with the acquired business were immaterial for the three months ended March 31, 2022. Supplemental pro forma revenue and earnings information are not presented because the Company determined they were immaterial to the consolidated financial statements. The Company estimates that the difference between pro forma information compared to reported results would not be significant. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 4. Net Loss Per Common Share Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. The following common share equivalent securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended March 31, Anti-Dilutive Common Share Equivalents 2022 2021 Restricted stock units 2,919,085 2,119,282 Stock options 96,500 106,928 Convertible senior notes 2,277,017 4,161,182 Conversion of preferred stock 5,333,334 5,333,334 Employee Stock Purchase Plan 2,881 2,604 Total anti-dilutive common share equivalents 10,628,817 11,723,330 Basic and diluted net loss per common share is calculated as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (2,277 ) $ (2,097 ) Preferred dividends (1,600 ) (1,600 ) Net loss attributable to common stockholders $ (3,877 ) $ (3,697 ) Denominator: Weighted-average common shares outstanding, basic and diluted 33,496,846 32,490,811 Net loss per common share, basic and diluted $ (0.12 ) $ (0.11 ) |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 5. Fair Value Measurement The carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents and restricted cash, net accounts receivable, accounts payable and other accrued liabilities, and accrued compensation and benefits, approximate fair value due to their short-term nature. The carrying value of the Company’s financing obligations approximates fair value, considering the borrowing rates currently available to the Company with similar terms and credit risks. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Other inputs that are directly or indirectly observable in the marketplace. Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories: March 31, 2022 Description Level 1 Level 2 Level 3 Total Assets: Money market mutual funds (1) $ 54,763 $ - $ - $ 54,763 Contingently returnable consideration (2) - - 879 879 Total assets $ 54,763 $ - $ 879 $ 55,642 Liabilities: Contingent consideration (2) $ - $ - $ 675 $ 675 Total liabilities $ - $ - $ 675 $ 675 December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Money market mutual funds (1) $ 24,150 $ - $ - $ 24,150 Available-for-sale securities - 37,049 - 37,049 Contingently returnable consideration (2) - - 879 879 Total assets $ 24,150 $ 37,049 $ 879 $ 62,078 Liabilities: Contingent consideration (2) $ - $ - $ 675 $ 675 Total liabilities $ - $ - $ 675 $ 675 ( 1) Money market mutual funds are classified as cash equivalents in the Company’s consolidated balance sheets, as short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase. The Company’s cash equivalent money market funds have carrying values that approximate fair value. ( 2 ) During the year ended December 31, 2021, the Company recorded contingently returnable consideration and contingent consideration as a result of its acquisition of Tango Health, Inc. See discussion of valuation techniques and significant assumptions used in determining the fair value of these items in Note 3. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | 6. Marketable Securities Marketable securities consist of corporate bonds, commercial paper and U.S. Treasury and agency bonds. There were no marketable securities as of March 31, 2022. All marketable securities had contractual maturities of less than one year as of December 31, 2021. The following table presents information about the Company’s marketable securities by major security type: As of December 31, 2021 Sector Amortized cost Allowance for credit losses Net carrying amount Gross unrealized gains Gross unrealized losses Fair value Financial 37,049 - 37,049 - - 37,049 Total $ 37,049 $ - $ 37,049 $ - $ - $ 37,049 The Company invests in highly rated securities with maturities of two years or less at the time of purchase. Given the credit quality of the financial assets and the historical loss experience associated with their respective credit ratings as well as the duration of these financial assets and the short time horizon over which to consider expectations of future economic conditions, the Company has assessed that non-collection of the cost basis of these financial assets is remote. |
Accounts receivable, Net
Accounts receivable, Net | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivable, Net | 7. Accounts Receivable, net Accounts receivable, net include: As of March 31, 2022 As of December 31, 2021 Accounts receivable, net $ 26,600 $ 18,970 Less: Allowance for doubtful accounts (133 ) (167 ) Less: Allowance for returns (2,963 ) (2,312 ) Total accounts receivable, net $ 23,504 $ 16,491 Accounts receivable are stated at their amortized cost adjusted for any write-offs and allowances for returns. The Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. Expected credit losses are determined individually or collectively depending on whether the accounts receivable balances share similar risk characteristics. The allowance for credit losses is the best estimate of the amount of expected credit losses related to existing accounts receivable. The Company does not have any off-balance sheet credit exposure related to its customers. Three Months Ended March 31, Allowance for doubtful accounts 2022 2021 Beginning of period $ 167 $ 200 Provision for credit losses - 48 Write-offs and recoveries (34 ) - End of period $ 133 $ 248 The allowances for returns are accounted for as reductions of revenue and are estimated based on the Company’s periodic assessment of historical experience and trends. The Company considers factors such as historical reasons for adjustments, service and delivery issues or delays, and past due customer billings. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | 8. Convertible Senior Notes In December 2018, the Company issued $240,000 aggregate principal amount of 1.25% convertible senior notes (“Notes”) due December 15, 2023, unless earlier repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2019. The Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee. The Notes are unsecured and rank: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s unsecured indebtedness that is not subordinated; effectively junior in right of payment to any of the Company’s senior, secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. At issuance, the Notes had an initial conversion rate of 18.8076 shares of common stock per $1 principal amount of Notes, which represented an initial effective conversion price of approximately $53.17 per share of common stock and 4,513,824 shares issuable upon conversion. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of Notes. Prior to the close of business on September 14, 2023, the Notes will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met. Holders may convert all or a portion of their Notes prior to the close of business on September 14, 2023, in multiples of $1 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2019 (and only during such calendar quarter), if the last reported sales price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period, or the Notes measurement period, in which the “trading price” (as defined in the Indenture) per $1 principal amount of notes for each trading day of the Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2023; or • upon the occurrence of specified corporate events. As of March 31, 2022, the Notes were not convertible. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied market interest rate of its Notes to be approximately 7.30%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $181,500 upon issuance, calculated as the present value of future contractual payments based on the $ 240,000 aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $ 58,500 difference between the gross proceeds received from issuance of the Notes of $ 240,000 and the estimated fair value of the liability component represent ed the equity component of the Notes and was recorded in additional paid-in capital. The equity component was not remeasured as long as it continue d to meet the conditions for equity classification. As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. As a result of adoption, the equity component of the debt discount was eliminated. In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component, totaling $4,808, were amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $1,550, were included with the equity component in shareholders’ deficit. As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. As a result of adoption, the remaining transaction costs previously classified as equity were reclassified to the Note liability. The Notes consist of the following: As of March 31, 2022 December 31, 2021 Liability component: Principal $ 121,069 $ 121,069 Less: Debt discount, net of amortization (1) (1,295 ) (13,788 ) Net carrying amount $ 119,774 $ 107,281 Equity component (prior to adoption of ASU 2020-06) (2) - 52,973 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. (2) Recorded in the consolidated balance sheet within additional paid-in capital, net of $1,550 transaction costs in equity. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended March 31, Interest expense 2022 2021 1.25% coupon $ 378 $ 691 Amortization of debt discount and transaction costs (1) 189 2,868 Total interest expense $ 567 $ 3,559 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. As of March 31, 2022, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s Notes classified in equity prior to the adoption of ASU 2020-06 on January 1, 2022 as discussed in Note 2) were as follows: March 31, 2022 December 31, 2021 Fair Value Carrying Value (1) Fair Value Carrying Value Convertible senior notes $ 115,911 $ 119,774 $ 113,805 $ 107,281 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022 resulting in an $12,304 net increase in the carrying value of the Notes In connection with the issuance of the Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and others. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the Notes, with an initial strike price of approximately $53.17 per share, which corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes, and have a cap price of approximately $89.98. The cost of the purchased capped calls of $33,024 was recorded to stockholders’ deficit and will not be re-measured provided it continues to meet the conditions for equity classification. Based on the closing price of our common stock of $12.62 on March 31, 2022, the last trading day of the quarter, the if-converted value of the Notes was less than their respective principal amounts. |
Revolving Line of Credit
Revolving Line of Credit | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 9. Revolving Line of Credit The Company entered into a credit facility with Silicon Valley Bank providing for a revolving line of credit agreement on March 3, 2020. This agreement replaced the Company’s previous agreement with Silicon Valley Bank, which expired on February 20, 2020. The three-year The obligations of the Company under the credit facility are secured by a first priority lien (subject to certain permitted liens) in substantially all of the personal property assets of the Company and its subsidiaries pursuant to the terms of a Guarantee and Collateral Agreement, dated March 3, 2020 and the other security documents. The credit facility requires the Company to maintain a Consolidated Adjusted Quick Ratio (“AQR”) of (i) Consolidated Quick Assets to (ii) Consolidated Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00 as of the last day of any fiscal quarter, and, if the AQR is less than 2.00 to 1.00, a Minimum Consolidated EBITDA of at least $1.00 for any such fiscal quarter calculated on a trailing 12-month basis. The Company also has agreed to fiscal year dollar limits on its capital expenditures. If an event of default occurs, the lender would be entitled to take various actions, including the acceleration of amounts due under the credit facility and all actions permitted to be taken by a secured creditor . There were no amounts outstanding under the Company’s revolving line of credit as of March 31, 2022 or December 31, 2021. The amount available to borrow was $50,000 and the interest rate was 3.00% as of March 31, 2022. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments Supplemental cash flow information related to the Company’s operating and finance leases was as follows: Three Months Ended March 31, Cash Paid for Amounts Included in the Measurement of Lease Liabilities 2022 2021 Financing cash flows from finance leases $ 2,806 $ 2,034 Operating cash flows from finance leases $ 1,849 $ 102 Operating cash flows from operating leases $ 121 $ 122 As of March 31, 2022, the Company had no additional significant operating or finance leases that had not yet commenced. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Redeemable Preferred Stock | 11. Redeemable Preferred Stock On June 4, 2020, the Company issued and sold 1,777,778 shares of its newly created series of preferred stock, par value of $0.001 per share, designated as “Series A Convertible Preferred Stock” (the “Preferred Stock”) to BuildGroup LLC (the “Buyer”) at a purchase price of $45 per share, resulting in total gross proceeds for the Company of approximately $80,000. A member of the Company’s Board of Directors is the Chief Executive Officer of the Buyer. The Buyer also has a second representative on the Board. The Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions on liquidation, winding-up and dissolution. Each share of the Preferred Stock has an initial stated value of $45 per share. Holders of shares of the Preferred Stock are entitled to a dividend equal to 8.00% per annum (the “Regular Dividends”), payable quarterly, beginning on June 30, 2020. The Regular Dividends are payable in cash or in kind, at the Company’s option. In the event a Regular Dividend is paid in kind, the stated value of each share of the Preferred Stock will be increased by an amount equal to the accrued Regular Dividend not paid in cash. As of March 31, 2022, the Company had paid all dividends on the Preferred Stock in cash. Holders of the Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the common stock on an as-converted basis, and no dividends may be paid to holders of the common stock unless full participating dividends are concurrently paid to the holders of the Preferred Stock. Each holder of the Preferred Stock has the right, at its option, to convert its shares of the Preferred Stock, in whole or in part, into fully paid and non-assessable shares of the common stock, at any time and from time to time. The number of shares of the common stock into which a share of the Preferred Stock will convert at any time is equal to the quotient obtained by dividing its stated value then in effect plus any accumulated and unpaid Regular Dividends by its conversion price of $15.00. The conversion price is subject to customary anti-dilution adjustments, including adjustments in the event of any stock split, stock dividend, recapitalization or similar events. At closing, before payment of any dividends in kind, the 1,777,778 shares of the Preferred Stock were convertible into 5,333,334 shares of common stock. The Company may, at its option, redeem the outstanding shares of the Preferred Stock following the fourth anniversary of its issuance. Redemption by the Company is subject to certain liquidity conditions as well as conditions connected with the trading price of its common stock. Upon redemption by the Company, the Company will pay the holder of the Preferred Stock 105% of the initial stated value of such share plus any increase in the stated value from the initial stated value plus accumulated and unpaid Regular Dividends. If the Company undergoes a change of control as defined in the purchase agreement, the Company must redeem all of the then-outstanding shares of the Preferred Stock for cash consideration equal to the greater of the amount due for redemption as described above and the amount such holder of shares of the Preferred Stock would have received in respect of the number of shares of the Common Stock that would be issuable upon conversion of such share of the Series A Preferred Stock. Unless and until approval of the Company’s stockholders is obtained as contemplated by the NASDAQ listing rules, no holder of the Preferred Stock may convert shares of the Preferred Stock into shares of common stock if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares of the common stock. As long as not less than 60% of the shares of the Preferred Stock originally issued remain outstanding, the holders of a majority of the then-outstanding shares of the Preferred Stock, voting together as a single class, have the right at any election of directors to elect two directors if the Board consists of nine or fewer directors or three directors if the Board consists of 10 directors. At any time, such elected director(s) may be removed with or without cause only by the affirmative vote or written consent of a majority of the holders of the Preferred Stock entitled to elect such director. Holders of the Preferred Stock generally are entitled to vote with the holders of the shares of the common stock on all matters submitted for a vote of holders of shares of the common stock (voting together with the holders of shares of the common stock as one class) on an as-converted basis, subject to a limitation of ownership of 19.9% of common stock. Additionally, certain matters require the approval of the holders of a majority of the outstanding shares of the Preferred Stock, voting as a separate class. The Buyer is subject to limitations while it holds at least 10% of the Preferred Stock originally purchased. Furthermore, until the earliest of May 30, 2024 and receipt of a notice of redemption, the Buyer cannot sell, transfer or otherwise dispose of the shares of the Preferred Stock or the underlying shares of the common stock, subject to limited exceptions that include exceptions in the case of transfers to certain permitted transferees. For so long as the Buyer and its affiliates collectively hold at least 60% of the shares of the Preferred Stock originally purchased by it or the common stock issuable upon conversion thereof, the Company will pay the Buyer a fee of $400 for the first year following closing and $200 per year thereafter. These management and oversight fees are expensed over the period incurred. In the period of issuance, the Company incurred $807 in issuance costs related to the sale of the Preferred Stock, including $150 of reimbursement to the Buyer for reasonable fees and out-of-pocket expenses incurred by the Buyer in connection with the transaction. The issuance costs were netted against the proceeds from this transaction. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation Restricted Stock Units During the three months ended March 31, 2022, the Company granted 106,612 restricted stock units, or RSUs, to employees and officers with an aggregate grant date fair value of $1,156. These RSUs vest in equal annual installments over four years from the grant date, subject to continued service to the Company. The Company amortizes the grant date fair value of the stock subject to the RSUs on a straight-line basis over the period of vesting. The weighted-average vesting period for these RSUs is 4.0 years from the date of grant. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | 13. Stockholders’ Deficit Common Stock The holders of common stock are entitled to one vote for each share. The voting, dividend and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers and preferences of the holders of preferred stock. At March 31, 2022, the Company had reserved a total of 10,822,421 of its authorized 95,000,000 shares of common stock for future issuance as follows: Outstanding stock options 96,500 Restricted stock units 2,919,085 Available for future issuance under stock award plans 2,390,928 Available for future issuance under ESPP 82,574 Issuable upon conversion of Series A Preferred Stock 5,333,334 Total common shares reserved for future issuance 10,822,421 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 14. Revenue Disaggregation of Revenue The following table provide information about disaggregation of revenue by service line: Three Months Ended March 31, 2022 2021 Service line: Subscription $ 43,108 $ 45,579 Platform 6,552 7,769 Total software services $ 49,660 $ 53,348 Professional services 11,565 11,715 Total $ 61,225 $ 65,063 Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers: Balance at Beginning of Period Balance at End of Period Three Months Ended March 31, 2022 Contract assets $ 18,051 $ 15,191 Contract liabilities Deferred revenue $ 30,133 $ 30,399 Three Months Ended March 31, 2021 Contract assets $ 15,105 $ 12,311 Contract liabilities Deferred revenue $ 32,204 $ 32,630 The Company recognizes payments from customers based on contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance objectives not yet invoiced. Contract liabilities include payments received in advance of performance under the contract and are recognized as revenue when earned under the contract. The Company had no asset impairment charges related to contract assets during each of the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022, there were no significant changes in the contract assets outside of standard revenue and billing activity. Revenue recognized during the three months ended March 31, 2022 that was included in the deferred revenue balance at the beginning of the period was $14,200. During the three months ended March 31, 2022, there were no significant adjustments to revenue arising from performance obligations satisfied or partially satisfied in previous periods. Performance Obligations As of March 31, 2022, the aggregate amount of the Company’s performance obligations that are unsatisfied or partially unsatisfied were approximately $250,000, of which a majority are expected to be satisfied within the next three years. The Company excludes from its population of performance obligations contracts with original durations of one year or less, contract renewal periods that renew automatically, and amounts of variable consideration that are allocated to wholly unsatisfied distinct service that forms part of a single performance obligation and meets certain variable allocation criteria. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company’s effective tax rate for the three months ended March 31, 2022 was less than two percent, primarily as a result of estimated taxable income for the fiscal year-to-date offset by the utilization of net operating loss carryforwards. Current tax expense relates to estimated state income taxes and indefinite life intangibles. The limitation on the utilization of net operating losses in the indefinite life period is limited to 80% of taxable income because of provisions in the Tax Cuts and Jobs Act. |
Segments Information
Segments Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments Information | 16. Segments Information The Company views its operations and manages its business as one operating segment. Segment information matches the consolidated financial information for the current period and prior periods reported. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 17. Related Parties Series A Preferred Stock As described in Note 11, the Company sold 1,777,778 shares of Preferred Stock to an the Buyer, entity whose Chief Executive Officer is a member of the Company’s Board of Directors. The Company paid dividends of $1,600 to the Buyer in each of the three-month periods ended March 31, 2022 and 2021. Additionally, the Company paid management oversight fees of $50 and $100 to the Buyer for the three months ended March 31, 2022 and 2021, respectively. There were no management oversight fees due to the Buyer as of March 31, 2022 or December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Restricted Stock Units During April 2022, the Company granted approximately 1,362,316 RSUs with an aggregate grant date fair value of approximately $17,004. These RSUs generally vest in equal annual installments over various periods ranging from three to four years from the grant date. The weighted-average vesting period for these RSUs is approximately 4.0 years from the date of grant. The Company granted approximately 861,628 performance RSUs with an aggregate grant date fair value of approximately $10,753 during April 2022. The aggregate grant date fair value of the performance RSUs assuming target achievement was approximately $8,120. The number of performance RSUs that will vest will be determined upon the achievement of certain financial targets for 2022, and vesting will then occur in equal annual installments over one- and four-year Business Combination In April 2022, the Company paid the contingent consideration due related to its acquisition of Tango Health, Inc., as described in Note 3. The consideration paid approximated its March 31, 2022 fair value. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidation. The Company is not the primary beneficiary of, nor does it have a controlling financial interest in, any variable interest entity. Accordingly, the Company has not consolidated any variable interest entity. |
Interim Unaudited Consolidated Financial Information | Interim Unaudited Consolidated Financial Information The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with GAAP as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification” or “ASC”) for interim financial information, and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations and comprehensive loss, financial position, changes in stockholders’ deficit and cash flows. The results of operations and comprehensive loss for the three-month period ended March 31, 2022 are not necessarily indicative of the results for the full year or for any other future period. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related footnotes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as amended. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Such estimates include allowances for credit losses and returns, valuations of deferred income taxes, long-lived assets, capitalizable software development costs and the related amortization, contingent consideration, incremental borrowing rate used in lease accounting, the determination of the useful lives of assets, and the impairment assessment of acquired intangibles and goodwill. Additionally, as described in revenue and deferred revenue below, estimates are utilized in association with revenue recognition, in particular the estimation of variable consideration using the expected value method from insurance broker commissions reported in Platform revenue. Determination of these transactions and account balances are based on, among other things, the Company’s estimates and judgments. These estimates are based on the Company’s knowledge of current events and actions it may undertake in the future as well as on various other assumptions that it believes to be reasonable. Actual results could differ materially from these estimates. |
Restructuring Cost | Restructuring Costs Restructuring costs are comprised of one-time severance charges, continuation of health benefits and outplacement services and are presented separately in operating expenses in the consolidated statements of operations and comprehensive loss. The Company recorded restructuring costs of $1,006 and $ 1,400 from a reduction to its workforce during January 2022 and 2021, respectively. |
Revenue and Deferred Revenue | Revenue and Deferred Revenue The Company derives its revenue primarily from fees for subscription services and professional services sold to employers and health plans as well as platform revenue derived from the value of products sold on its platform. Revenue is recognized when control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Taxes collected from customers relating to services and remitted to governmental authorities are excluded from revenue. The Company determines revenue recognition through the following steps: • Identification of each contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, performance obligations are satisfied. Software Services Revenue Software services revenue consists of subscription revenue and platform revenue. Subscription Revenue Subscription revenue primarily consists of monthly or annual subscription fees paid to the Company by its employer and health plan customers for access to, and usage of, cloud-based benefits software solutions for a specified contract term. Fees are generally charged based on the number of employees or subscribers with access to the solution. Subscription services revenue is generally recognized on a ratable basis over the contract term beginning on the date the subscription services are made available to the customer. The Company’s subscription service contracts are generally three years. Subscription revenue also includes fees paid for other services, such as event sponsorships and certain data services. Platform Revenue Platform revenue is generated from the value of policies or products enrolled in through the Company’s marketplace. Platform revenue from insurance carriers is generally recognized over the policy period of the enrolled products. In arrangements where the Company sells policies to employees of its customers as the broker, it earns broker commissions. Revenue from insurance broker commissions and supplier transactions is recognized at a point in time when the orders for the policies are received and transferred to the insurance carrier or supplier and is reduced by constraints for variable consideration associated with collectability, policy cancellation and termination risks. Professional Services Revenue Professional services revenue primarily consists of fees related to the implementation of software products purchased by customers. Professional services typically include discovery, configuration and deployment, integration, testing, and training. Fees from consulting services and support services are also included in professional services revenue. The Company determined that implementation services for certain of its health plan customers significantly modify or customize the software solution and, as such, do not represent a distinct performance obligation. Accordingly, revenue from such implementation services with these health plan customers are generally recognized over the contract term of the associated subscription services contract, including any extension periods representing a material right. In certain arrangements, the Company utilizes estimates of hours as a measure of progress to determine revenue. Revenue from implementation services with employer customers is generally recognized as those services are performed. Revenue from support is recognized over the service period. Contracts with Multiple Performance Obligations Certain of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are accounted for separately if they are distinct. The Company allocates the transaction price to the separate performance obligations based on their relative standalone selling prices. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the subscription services sold, customer size and complexity, and the number and types of users under the contracts. |
Contract Costs | Contract Costs The Company capitalizes costs to obtain contracts that are considered incremental and recoverable, such as sales commissions. Payments of sales commissions generally include multiple payments. The Company capitalizes only those payments made within an insignificant time from the contract inception, typically three months or less. Subsequent payments are expensed as incurred. The capitalized costs are amortized to sales and marketing expense over the estimated period of benefit of the asset, which is generally four to five years. The Company expenses the costs to obtain a contract when the amortization period is less than one year. Deferred costs related to obtaining contracts are included in deferred contract costs and other non-current assets. The Company capitalizes contract fulfillment costs directly associated with customer contracts that are not related to satisfying performance obligations. The costs are amortized to cost of revenue expense over the estimated period of benefit, which is generally five years. Deferred fulfillment costs are included in deferred contract costs and other non-current assets. The following tables present information about deferred contract costs: Balance of deferred contract costs As of March 31, 2022 As of December 31, 2021 Costs to obtain contracts $ 3,863 $ 4,418 Costs to fulfill contracts $ 2,689 $ 2,887 Three Months Ended March 31, Amortization of deferred contract costs 2022 2021 Costs to obtain contracts included in sales and marketing expense $ 636 $ 745 Costs to fulfill contracts included in cost of revenue $ 248 $ 351 |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of employee compensation, professional services, data center co-location costs, networking expenses, depreciation expense for computer equipment directly associated with generating revenue, amortization expense for capitalized software development costs, and infrastructure maintenance costs. In addition, the Company allocates a portion of overhead, such as facilities and security costs, additional depreciation and amortization expense, and employee benefit costs to cost of revenue based on headcount. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of bank checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Restricted cash consists of voluntary benefits premiums collected by the Company from its customer members. Restricted cash amounts are segregated in separate bank accounts and are used exclusively for the payment of the related amounts due to third-party insurance providers for benefits enrolled in by customer members. This usage restriction is contractually imposed and reflects the Company’s intention with regards to such deposits. As of March 31, 2022, the Company had $1,151 of such restricted deposits included in cash, cash equivalents, and restricted cash on the consolidated balance sheets. The same amount due to third-party insurance providers on behalf of the customers is included in accounts payable on the consolidated balance sheet as of March 31, 2022. There was no restricted cash as of December 31, 2021. |
Marketable Securities | Marketable Securities Marketable securities consist of short-term investments in corporate bonds, commercial paper, and U.S. Treasury and agency bonds. During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent to sell the securities. The Company’s available-for-sale marketable securities are recorded at fair value which approximates cost due to the short duration of such securities. Debt securities classified as either available-for-sale or held-to-maturity are subject to the expected credit loss model prescribed under Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments”. The Company utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for debt securities at the time the financial asset is originated or acquired. The Company measures expected credit losses on its debt portfolio on a collective basis by major security type. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company’s credit loss calculations for debt securities are based upon historical default and recovery rates of bonds rated with the same rating as its portfolio. An adjustment factor is applied to these credit loss calculations based upon the Company’s assessment of the expected impact from current economic conditions on its investments. The Company monitors the credit quality of debt securities through the use of their respective credit rating and updates them on a quarterly basis. The allowance for credit losses is discussed in Note 7. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, marketable securities and accounts receivable. All of the Company’s cash, cash equivalents and restricted cash are held at financial institutions that management believes to be of high credit quality. The bank deposits of the Company might, at times, exceed federally insured limits and are generally uninsured and uncollateralized. The Company has not experienced any losses on cash, cash equivalents and restricted cash to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. Accounts receivable are unsecured and derived from revenue earned from customers located in the United States. One customer represented approximately 11% of accounts receivable as of March 31, 2022 |
Allowance for Credit Losses | Allowance for Credit Losses The Company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7. Three Months Ended March 31, Allowance for doubtful accounts 2022 2021 Beginning of period $ 167 $ 200 Provision for credit losses - 48 Write-offs and recoveries (34 ) - End of period $ 133 $ 248 |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain costs related to its software developed or obtained for internal use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred during the application development stage, including upgrades and enhancements representing modifications that will result in significant additional functionality, are capitalized. Software maintenance and training costs are expensed as incurred. Capitalized costs are recorded as part of property and equipment and are amortized on a straight-line basis to cost of revenue over the software’s estimated useful life, which is three years . The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The following tables present information about capitalized software development costs: Three Months Ended March 31, Capitalized software development costs 2022 2021 Capitalized $ 1,656 $ 1,748 Amortized $ 2,430 $ 2,162 Capitalized software development costs As of March 31, 2022 As of December 31, 2021 Net book value $ 15,518 $ 16,292 |
Leases | Leases The Company periodically enters into finance leases for property and equipment. The leasing arrangements for the Company’s office space at its headquarters campus are classified as finance leases. The Company also leases office space under operating leases. The Company determines if an arrangement is a lease at inception. Right of use (“ROU”), assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent an obligation to make lease payments arising from the lease. Leases with a term of 12 months or less are not included in the recognized ROU assets and lease liabilities for all classes of assets. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on information available at commencement date to determine the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives, or initial direct costs. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense. The Company has lease agreements which require payments for lease and non-lease components (e.g., common area maintenance and equipment maintenance) that are accounted for as a single lease component. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as maintenance costs based on future obligations, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. |
Comprehensive Loss | Comprehensive Loss The Company’s net loss equals comprehensive loss for all periods presented. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Convertible Debt On January 1, 2022, the Company adopted 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)”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. The Company adopted this update using the modified retrospective transition method at the beginning of the period of adoption. The adoption of this standard had a significant impact on the Company’s consolidated financial statements as follows: • Removal of the equity component, net of allocated issuance costs, of the convertible senior notes of $52,973 recorded to additional paid-in capital resulting in an increase to the carrying amount of the liability and, cumulatively reduced non-cash interest expense ($40,669 of which was recorded to the opening balance of accumulated deficit); • Elimination of the $12,304 in unamortized discount recorded to the convertible senior notes; and • Significant reduction in prospective non-cash interest expense related to the elimination of the unamortized discount. The adoption of this standard did not impact the manner in which the Company has or will reflect the convertible senior notes in diluted EPS. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Contract Costs | The following tables present information about deferred contract costs: Balance of deferred contract costs As of March 31, 2022 As of December 31, 2021 Costs to obtain contracts $ 3,863 $ 4,418 Costs to fulfill contracts $ 2,689 $ 2,887 Three Months Ended March 31, Amortization of deferred contract costs 2022 2021 Costs to obtain contracts included in sales and marketing expense $ 636 $ 745 Costs to fulfill contracts included in cost of revenue $ 248 $ 351 |
Schedule of Capitalized Software Development Costs | The following tables present information about capitalized software development costs: Three Months Ended March 31, Capitalized software development costs 2022 2021 Capitalized $ 1,656 $ 1,748 Amortized $ 2,430 $ 2,162 Capitalized software development costs As of March 31, 2022 As of December 31, 2021 Net book value $ 15,518 $ 16,292 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Consideration Paid and Amounts of Assets Acquired and Liabilities Assumed Recognized at Acquisition Date | The following table summarizes the preliminary fair value of the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Consideration Transferred Cash consideration transferred $ 31,628 Contingently returnable consideration (879 ) Consideration payable 500 Contingent consideration 675 Fair value of total purchase price consideration 31,924 Cash acquired (3,453 ) Fair value of total purchase price consideration, net of cash acquired $ 28,471 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Accounts receivable, net $ 2,866 Contract, prepaid and other current assets 453 Intangible assets 13,250 Accounts payable and accrued expenses (435 ) Deferred revenue, current portion (5,849 ) Deferred tax liability (3,194 ) Total identifiable net assets 7,091 Goodwill 21,380 Total identifiable net assets and goodwill $ 28,471 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Common Share Equivalent Securities Excluded from Calculation of Weighted-Average Common Shares Outstanding | The following common share equivalent securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended March 31, Anti-Dilutive Common Share Equivalents 2022 2021 Restricted stock units 2,919,085 2,119,282 Stock options 96,500 106,928 Convertible senior notes 2,277,017 4,161,182 Conversion of preferred stock 5,333,334 5,333,334 Employee Stock Purchase Plan 2,881 2,604 Total anti-dilutive common share equivalents 10,628,817 11,723,330 |
Basic and Diluted Net Loss per Common Share | Basic and diluted net loss per common share is calculated as follows: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (2,277 ) $ (2,097 ) Preferred dividends (1,600 ) (1,600 ) Net loss attributable to common stockholders $ (3,877 ) $ (3,697 ) Denominator: Weighted-average common shares outstanding, basic and diluted 33,496,846 32,490,811 Net loss per common share, basic and diluted $ (0.12 ) $ (0.11 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories: March 31, 2022 Description Level 1 Level 2 Level 3 Total Assets: Money market mutual funds (1) $ 54,763 $ - $ - $ 54,763 Contingently returnable consideration (2) - - 879 879 Total assets $ 54,763 $ - $ 879 $ 55,642 Liabilities: Contingent consideration (2) $ - $ - $ 675 $ 675 Total liabilities $ - $ - $ 675 $ 675 December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Money market mutual funds (1) $ 24,150 $ - $ - $ 24,150 Available-for-sale securities - 37,049 - 37,049 Contingently returnable consideration (2) - - 879 879 Total assets $ 24,150 $ 37,049 $ 879 $ 62,078 Liabilities: Contingent consideration (2) $ - $ - $ 675 $ 675 Total liabilities $ - $ - $ 675 $ 675 ( 1) Money market mutual funds are classified as cash equivalents in the Company’s consolidated balance sheets, as short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase. The Company’s cash equivalent money market funds have carrying values that approximate fair value. ( 2 ) During the year ended December 31, 2021, the Company recorded contingently returnable consideration and contingent consideration as a result of its acquisition of Tango Health, Inc. See discussion of valuation techniques and significant assumptions used in determining the fair value of these items in Note 3. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Marketable Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities consist of corporate bonds, commercial paper and U.S. Treasury and agency bonds. There were no marketable securities as of March 31, 2022. All marketable securities had contractual maturities of less than one year as of December 31, 2021. The following table presents information about the Company’s marketable securities by major security type: As of December 31, 2021 Sector Amortized cost Allowance for credit losses Net carrying amount Gross unrealized gains Gross unrealized losses Fair value Financial 37,049 - 37,049 - - 37,049 Total $ 37,049 $ - $ 37,049 $ - $ - $ 37,049 |
Accounts receivable, Net (Table
Accounts receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable Net [Abstract] | |
Summary of Account Receivable, Net | Accounts receivable, net include: As of March 31, 2022 As of December 31, 2021 Accounts receivable, net $ 26,600 $ 18,970 Less: Allowance for doubtful accounts (133 ) (167 ) Less: Allowance for returns (2,963 ) (2,312 ) Total accounts receivable, net $ 23,504 $ 16,491 |
Allowance for Credit Losses | Allowance for Credit Losses The Company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7. Three Months Ended March 31, Allowance for doubtful accounts 2022 2021 Beginning of period $ 167 $ 200 Provision for credit losses - 48 Write-offs and recoveries (34 ) - End of period $ 133 $ 248 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The Notes consist of the following: As of March 31, 2022 December 31, 2021 Liability component: Principal $ 121,069 $ 121,069 Less: Debt discount, net of amortization (1) (1,295 ) (13,788 ) Net carrying amount $ 119,774 $ 107,281 Equity component (prior to adoption of ASU 2020-06) (2) - 52,973 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. (2) Recorded in the consolidated balance sheet within additional paid-in capital, net of $1,550 transaction costs in equity. |
Summary of Recognized Interest Expense | The following table sets forth total interest expense recognized related to the Notes: Three Months Ended March 31, Interest expense 2022 2021 1.25% coupon $ 378 $ 691 Amortization of debt discount and transaction costs (1) 189 2,868 Total interest expense $ 567 $ 3,559 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. |
Schedule of Fair Value and Carrying Value of Convertible Senior Notes | As of March 31, 2022, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s Notes classified in equity prior to the adoption of ASU 2020-06 on January 1, 2022 as discussed in Note 2) were as follows: March 31, 2022 December 31, 2021 Fair Value Carrying Value (1) Fair Value Carrying Value Convertible senior notes $ 115,911 $ 119,774 $ 113,805 $ 107,281 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022 resulting in an $12,304 net increase in the carrying value of the Notes |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases | Supplemental cash flow information related to the Company’s operating and finance leases was as follows: Three Months Ended March 31, Cash Paid for Amounts Included in the Measurement of Lease Liabilities 2022 2021 Financing cash flows from finance leases $ 2,806 $ 2,034 Operating cash flows from finance leases $ 1,849 $ 102 Operating cash flows from operating leases $ 121 $ 122 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shares of Common Stock Reserved for Future Issuance | At March 31, 2022, the Company had reserved a total of 10,822,421 of its authorized 95,000,000 shares of common stock for future issuance as follows: Outstanding stock options 96,500 Restricted stock units 2,919,085 Available for future issuance under stock award plans 2,390,928 Available for future issuance under ESPP 82,574 Issuable upon conversion of Series A Preferred Stock 5,333,334 Total common shares reserved for future issuance 10,822,421 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue by Service Line with Reportable Segments | The following table provide information about disaggregation of revenue by service line: Three Months Ended March 31, 2022 2021 Service line: Subscription $ 43,108 $ 45,579 Platform 6,552 7,769 Total software services $ 49,660 $ 53,348 Professional services 11,565 11,715 Total $ 61,225 $ 65,063 |
Summary of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: Balance at Beginning of Period Balance at End of Period Three Months Ended March 31, 2022 Contract assets $ 18,051 $ 15,191 Contract liabilities Deferred revenue $ 30,133 $ 30,399 Three Months Ended March 31, 2021 Contract assets $ 15,105 $ 12,311 Contract liabilities Deferred revenue $ 32,204 $ 32,630 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2022USD ($)Customer | Mar. 31, 2021USD ($)Customer | Dec. 31, 2020 | Dec. 31, 2021USD ($)Customer | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restructuring costs | $ 1,006,000 | $ 1,400,000 | ||||
Contract cost payments, description | The Company capitalizes costs to obtain contracts that are considered incremental and recoverable, such as sales commissions. Payments of sales commissions generally include multiple payments. The Company capitalizes only those payments made within an insignificant time from the contract inception, typically three months or less. Subsequent payments are expensed as incurred. The capitalized costs are amortized to sales and marketing expense over the estimated period of benefit of the asset, which is generally four to five years. The Company expenses the costs to obtain a contract when the amortization period is less than one year. | |||||
Restricted deposits | $ 1,151,000 | $ 0 | ||||
Accounts payable on behalf of customers | 1,151,000 | |||||
Retained Earnings (Accumulated Deficit) | 469,832,000 | $ 508,224,000 | ||||
Convertible Debt | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | 40,669,000 | |||||
Equity component of convertible notes | 52,973,000 | |||||
Unamortized discount to convertible senior notes | 12,304,000 | |||||
Prior interest expense reversed and recorded to retained earnings | $ 40,669,000 | |||||
Capitalized Software Development Costs | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful lives for property and equipment | 3 years | |||||
Customer Concentration Risk | Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
No of Customer | Customer | 1 | 0 | ||||
Customer Concentration Risk | Accounts Receivable | Employer Group | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 11.00% | 10.00% | ||||
Customer Concentration Risk | Total Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
No of Customer | Customer | 0 | 0 | ||||
Customer Concentration Risk | Total Revenue | Employer Group | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||
Cost of Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated amortization period of contract costs | 5 years | |||||
Minimum | Sales and Marketing Expense | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated amortization period of contract costs | 4 years | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash equivalents maturity period | 3 months | |||||
Maximum | Sales and Marketing Expense | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated amortization period of contract costs | 5 years | |||||
UNITED STATES | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restructuring costs | $ 1,006,000 | $ 1,400,000 |
Schedule of Deferred Contract C
Schedule of Deferred Contract Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Condensed Income Statements Captions [Line Items] | |||
Deferred contract costs and other non-current assets | $ 8,076 | $ 8,864 | |
Sales and Marketing Expense | |||
Condensed Income Statements Captions [Line Items] | |||
Deferred contract costs and other non-current assets | 3,863 | 4,418 | |
Costs to obtain contracts included in sales and marketing expense | 636 | $ 745 | |
Cost of Revenue | |||
Condensed Income Statements Captions [Line Items] | |||
Deferred contract costs and other non-current assets | 2,689 | $ 2,887 | |
Costs to obtain contracts included in sales and marketing expense | $ 248 | $ 351 |
Schedule of Capitalized Softwar
Schedule of Capitalized Software Development Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Capitalized | $ 1,656 | $ 1,748 | |
Amortized | 2,430 | $ 2,162 | |
Net book value | $ 15,518 | $ 16,292 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 34,237,000 | $ 34,237,000 | |
Tango Health, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase price | 100.00% | ||
Business combination, consideration transferred, other | $ 28,471,000 | ||
Goodwill | $ 21,380,000 | ||
Identifiable intangible assets acquired, Weighted average amortization period | 6 years 10 months 24 days | ||
Contingent liabilities | $ 0 | ||
Contingent consideration placed into escrow | 0 | ||
Contingent consideration | 675,000 | ||
Consideration payable transferred | 500,000 | $ 500,000 | |
Tango Health, Inc. | Level 3 | |||
Business Acquisition [Line Items] | |||
Contingently returnable assets | 879,000 | ||
Contingent consideration | $ 675,000 |
Summary of Fair Value of Consid
Summary of Fair Value of Consideration Paid and Amounts of Assets Acquired and Liabilities Assumed Recognized at Acquisition Date (Detail) - USD ($) $ in Thousands | Nov. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | |||
Goodwill | $ 34,237 | $ 34,237 | |
Tango Health, Inc. | |||
Consideration Transferred | |||
Cash consideration transferred | $ 31,628 | ||
Contingently returnable consideration | (879) | ||
Consideration payable | 500 | $ 500 | |
Contingent consideration | 675 | ||
Fair value of total purchase price consideration | 31,924 | ||
Cash acquired | (3,453) | ||
Fair value of total purchase price consideration, net of cash acquired | 28,471 | ||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | |||
Accounts receivable, net | 2,866 | ||
Contract, prepaid and other current assets | 453 | ||
Intangible assets | 13,250 | ||
Accounts payable and accrued expenses | (435) | ||
Deferred revenue, current portion | (5,849) | ||
Deferred tax liability | (3,194) | ||
Total identifiable net assets | 7,091 | ||
Goodwill | 21,380 | ||
Total identifiable net assets and goodwill | $ 28,471 |
Common Share Equivalents Securi
Common Share Equivalents Securities Excluded from Calculation of Weighted Average Common Share Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 10,628,817 | 11,723,330 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 2,919,085 | 2,119,282 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 96,500 | 106,928 |
Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 2,277,017 | 4,161,182 |
Conversion of Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 5,333,334 | 5,333,334 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 2,881 | 2,604 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (2,277) | $ (2,097) |
Preferred dividends | (1,600) | (1,600) |
Net loss available to common stockholders | $ (3,877) | $ (3,697) |
Denominator: | ||
Basic and diluted | 33,496,846 | 32,490,811 |
Basic and diluted | $ (0.12) | $ (0.11) |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | $ 37,049 | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | $ 55,642 | 62,078 | |
Total liabilities | 675 | 675 | |
Fair Value, Measurements, Recurring | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market mutual funds | [1] | 54,763 | 24,150 |
Fair Value, Measurements, Recurring | Available-for-sale securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 37,049 | ||
Fair Value, Measurements, Recurring | Contingently returnable consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingently returnable consideration | [2] | 879 | 879 |
Fair Value, Measurements, Recurring | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [2] | 675 | 675 |
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 54,763 | 24,150 | |
Total liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market mutual funds | [1] | 54,763 | 24,150 |
Fair Value, Measurements, Recurring | Level 1 | Available-for-sale securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | Contingently returnable consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingently returnable consideration | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 0 | 37,049 | |
Total liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 2 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market mutual funds | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Available-for-sale securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 37,049 | ||
Fair Value, Measurements, Recurring | Level 2 | Contingently returnable consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingently returnable consideration | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [2] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 879 | 879 | |
Total liabilities | 675 | 675 | |
Fair Value, Measurements, Recurring | Level 3 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market mutual funds | [1] | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Available-for-sale securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | Contingently returnable consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingently returnable consideration | [2] | 879 | 879 |
Fair Value, Measurements, Recurring | Level 3 | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [2] | $ 675 | $ 675 |
[1] | Money market mutual funds are classified as cash equivalents in the Company’s consolidated balance sheets, as short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase. The Company’s cash equivalent money market funds have carrying values that approximate fair value. | ||
[2] | During the year ended December 31, 2021, the Company recorded contingently returnable consideration and contingent consideration as a result of its acquisition of Tango Health, Inc. See discussion of valuation techniques and significant assumptions used in determining the fair value of these items in Note 3. |
Additional Information (Detail)
Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Marketable Securities [Line Items] | ||
Marketable securities | $ 0 | $ 37,049,000 |
Maximum | ||
Marketable Securities [Line Items] | ||
Marketable securities contractual maturity | 1 year |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Marketable Securities [Line Items] | |
Available-for-sale securities | $ 37,049 |
Allowance for credit losses | 0 |
Net carrying amount | 37,049 |
Gross unrealized gains | 0 |
Gross unrealized losses | 0 |
Fair value | 37,049 |
Financial | |
Marketable Securities [Line Items] | |
Available-for-sale securities | 37,049 |
Allowance for credit losses | 0 |
Net carrying amount | 37,049 |
Gross unrealized gains | 0 |
Gross unrealized losses | 0 |
Fair value | $ 37,049 |
Summary of Account Receivable,
Summary of Account Receivable, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Net [Abstract] | ||||
Accounts receivable, net | $ 26,600 | $ 18,970 | ||
Less: Allowance for doubtful accounts | (133) | (167) | $ (248) | $ (200) |
Less: Allowance for returns | (2,963) | (2,312) | ||
Total accounts receivable, net | $ 23,504 | $ 16,491 |
Schedule of Allowance for Doubt
Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Receivable Net [Abstract] | ||
Beginning of period | $ 167 | $ 200 |
Provision for credit losses | 0 | 48 |
Write-offs and recoveries | (34) | 0 |
End of period | $ 133 | $ 248 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)sharesDay$ / shares | Dec. 31, 2018USD ($) | |
Common Stock | ||
Debt Instrument [Line Items] | ||
Closing price of our common stock | $ / shares | $ 12.62 | |
1.25% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, aggregate principal amount | $ 240,000 | $ 240,000 |
Debt instrument, interest rate | 1.25% | |
Debt instrument, maturity date | Dec. 15, 2023 | |
Initial effective conversion price of debt instrument | $ / shares | $ 1 | |
Consecutive trading period | Day | 5 | |
Interest rate conversion notes | 7.30% | |
Fair value of the liability conversion notes | $ 181,500 | |
Gross proceeds received from issuance of the notes | 240,000 | |
Difference between gross proceeds received from issuance of the notes and estimated fair value of notes | 58,500 | |
Transaction costs attributable to the liability component | 4,808 | |
Transaction costs attributable to the equity component | $ 1,550 | |
1.25% Convertible Senior Notes | Call Option | ||
Debt Instrument [Line Items] | ||
Initial strike price | $ / shares | 53.17 | |
Cap price | $ / shares | 89.98 | |
Purchase of convertible note capped call hedge | $ 33,024 | |
1.25% Convertible Senior Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Conversion price percentage | 1.30 | |
Percent of Senior notes Principal amount to trigger Conversion as product of stock price and conversion rate | 98.00% | |
1.25% Convertible Senior Notes | Common Stock | ||
Debt Instrument [Line Items] | ||
Debt instrument, conversion ratio | 18.8076 | |
Initial effective conversion price of debt instrument | $ / shares | $ 53.17 | |
Number shares issuable upon conversion | shares | 4,513,824 |
Schedule of Convertible Notes (
Schedule of Convertible Notes (Detail) - 1.25% Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Principal | $ 121,069 | $ 121,069 |
Less: Debt discount, net of amortization(1) | (1,295) | (13,788) |
Net carrying amount | 119,774 | 107,281 |
Equity component of convertible notes | $ 0 | $ 52,973 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes (Parenthetical) (Detail) - 1.25% Convertible Senior Notes | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Transaction costs attributable to the equity component | $ 1,550 |
Additional Paid-in Capital | |
Debt Instrument [Line Items] | |
Transaction costs attributable to the equity component | $ 1,550,000 |
Summary of Recognized Interest
Summary of Recognized Interest Expense (Detail) - 1.25% Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
1.25% coupon | $ 378 | $ 691 |
Amortization of debt discount and transaction costs(1) | 189 | 2,868 |
Total interest expense | $ 567 | $ 3,559 |
Schedule of Fair Value and Carr
Schedule of Fair Value and Carrying Value of Convertible Senior Notes (Detail) - 1.25% Convertible Senior Notes - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Fair Value | $ 115,911 | $ 113,805 |
Carrying Value | $ 119,774 | $ 107,281 |
Schedule of Fair Value and Ca_2
Schedule of Fair Value and Carrying Value of Convertible Senior Notes (Parenthetical) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
1.25% Convertible Senior Notes | ASU 2020-06 | |
Debt Instrument [Line Items] | |
Increase in carrying value of convertible senior notes | $ 12,304 |
Revolving Line of Credit - Addi
Revolving Line of Credit - Additional Information (Detail) - Revolving Line of Credit Agreement - USD ($) $ in Thousands | Mar. 03, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Line Of Credit Facility [Line Items] | ||||
Amount outstanding under credit facility | $ 0 | $ 0 | ||
Line of credit facility current borrowing capacity available | $ 50,000 | |||
Interest rate | 3.00% | |||
Payments on revolving line of credit | $ 0 | $ 0 | ||
Silicon Valley Bank | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility expiration date | Feb. 20, 2020 | |||
Line of credit facility, expiration period | 3 years | |||
Line of credit facility current maximum borrowing capacity | $ 50,000 | |||
Line of credit facility expanded maximum borrowing capacity | $ 100,000 | |||
Description of customary representations and warranties and restrictive covenants | Company to maintain a Consolidated Adjusted Quick Ratio (“AQR”) of (i) Consolidated Quick Assets to (ii) Consolidated Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00 as of the last day of any fiscal quarter, and, if the AQR is less than 2.00 to 1.00, a Minimum Consolidated EBITDA of at least $1.00 for any such fiscal quarter calculated on a trailing 12-month basis. The Company also has agreed to fiscal year dollar limits on its capital expenditures. | |||
Federal funds effective rate plus | 0.50% | |||
Silicon Valley Bank | Minimum | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate margin to be added on prime rate | (0.50%) | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.00% | |||
Adjusted Quick Ratio | 1.25 | |||
EBITDA | 1 | |||
Silicon Valley Bank | Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate margin to be added on prime rate | 0.50% | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.40% | |||
Adjusted Quick Ratio | 2 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||
Financing cash flows from finance leases | $ 2,806 | $ 2,034 |
Operating cash flows from finance leases | 1,849 | 102 |
Operating cash flows from operating leases | $ 121 | $ 122 |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2020 | Mar. 31, 2022 | Jun. 30, 2020 | Dec. 31, 2021 |
Schedule Of Stockholders Equity [Line Items] | ||||
Preferred stock, shares issued | 1,777,778 | 1,777,778 | ||
Preferred stock, par value | $ 45 | |||
Preferred stock,dividend rate | 8.00% | |||
Preferred stock,initial stated value | 105.00% | |||
Shares will beneficially own in excess of shares of Common Stock outstanding. | 19.90% | |||
Common stock shares ownership | 19.90% | |||
Percentage of hold shares of preferred stock originally purchased. | 10.00% | |||
Preferred Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Buyer and its affiliates descriptions | For so long as the Buyer and its affiliates collectively hold at least 60% of the shares of the Preferred Stock originally purchased by it or the common stock issuable upon conversion thereof, the Company will pay the Buyer a fee of $400 for the first year following closing and $200 per year thereafter. These management and oversight fees are expensed over the period incurred. | |||
Minimum holding percentage of preferred stock | 60.00% | |||
Conversion of stock, amount fee | $ 400 | |||
Conversion of stock amount, thereafter | 200 | |||
Issuance costs related to sale of stock | 807 | |||
Additional reimbursed reasonable fees | $ 150 | |||
Maximum | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Preferred stock,originally issued remain outstanding | 60.00% | |||
Series A Preferred Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Preferred stock, shares issued | 1,777,778 | |||
Preferred stock, par value | $ 0.001 | |||
Preferred stock,purchase price per share | $ 45 | |||
Total gross proceeds | $ 80,000 | |||
Preferred stock shares converted into common stock shares | 5,333,334 | |||
Conversion of Preferred Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Initial effective conversion price of debt instrument | $ 15 | |||
Preferred stock shares converted into common stock shares | 5,333,334 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - Restricted Stock Units (RSUs) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of restricted stock units, granted | shares | 106,612 |
Restricted stock units, aggregate grant date fair value | $ | $ 1,156 |
Stock plan vesting period | 4 years |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock plan vesting period | 4 years |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Stockholders Equity Note [Abstract] | ||
Common stock, authorized shares reserved for future issuance | 10,822,421 | |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common Stock for Future Issuanc
Common Stock for Future Issuance (Detail) | Mar. 31, 2022shares |
Class Of Stock [Line Items] | |
Outstanding stock options | 96,500 |
Restricted stock units | 2,919,085 |
Total common shares reserved for future issuance | 10,822,421 |
Series A Preferred Stock | |
Class Of Stock [Line Items] | |
Preferred stock shares converted into common stock shares | 5,333,334 |
Stock Award Plans | |
Class Of Stock [Line Items] | |
Common stock available for future issuance | 2,390,928 |
ESPP | |
Class Of Stock [Line Items] | |
Common stock available for future issuance | 82,574 |
Summary of Disaggregation of Re
Summary of Disaggregation of Revenue by Service Line with Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 61,225 | $ 65,063 |
Subscription | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 43,108 | 45,579 |
Platform | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 6,552 | 7,769 |
Total Software Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 49,660 | 53,348 |
Professional Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 11,565 | $ 11,715 |
Summary of Contract Assets and
Summary of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue From Contract With Customer [Abstract] | ||||
Contract assets | $ 15,191 | $ 18,051 | $ 12,311 | $ 15,105 |
Contract liabilities | ||||
Deferred revenue | $ 30,399 | $ 30,133 | $ 32,630 | $ 32,204 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Asset impairment charges related to contract assets | $ 0 | $ 0 |
Changes in the contract assets outside of standard revenue and billing activity | 0 | |
Revenue recognized included in deferred revenue beginning balance | 14,200,000 | |
Favorable adjustments to revenue arising from performance obligations satisfied or partially satisfied in previous periods | 0 | |
Aggregate amount of unsatisfied or partially unsatisfied performance obligations | $ 250,000,000 |
Revenue - Additional Informat_2
Revenue - Additional Information (Detail1) | Mar. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Performance obligations expected satisfaction period | 3 years |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes [Line Items] | |
Percentage of taxable income on utilization of net operating loss in indefinite life period | 80.00% |
Maximum | |
Income Taxes [Line Items] | |
Effective tax rate | 2.00% |
Segments Information - Addition
Segments Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 1 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Dividends on preferred stock | $ 1,600 | $ 1,600 | |
Series A Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of series A preferred stock for cash, net of issuance costs (in shares) | 1,777,778 | ||
Dividends on preferred stock | $ 1,600 | 1,600 | |
Management and oversight fees | 50 | $ 100 | |
Due to related party, current | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Apr. 30, 2022 | Mar. 31, 2022 | |
Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Number of restricted stock units, granted | 106,612 | |
Restricted stock units, aggregate grant date fair value | $ 1,156 | |
Stock plan vesting period | 4 years | |
Restricted Stock Units (RSUs) | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of restricted stock units, granted | 1,362,316 | |
Restricted stock units, aggregate grant date fair value | $ 17,004 | |
Stock plan vesting period | 4 years | |
Restricted Stock Units (RSUs) | Minimum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock plan vesting period | 3 years | |
Restricted Stock Units (RSUs) | Maximum | ||
Subsequent Event [Line Items] | ||
Stock plan vesting period | 4 years | |
Restricted Stock Units (RSUs) | Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock plan vesting period | 4 years | |
Performance Based Restricted Stock Units R S Us | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of restricted stock units, granted | 861,628 | |
Restricted stock units, aggregate grant date fair value | $ 10,753 | |
Restricted stock units, aggregate grant date fair value assuming target achievement | $ 8,120 | |
Weighted average vesting period | 3 years 2 months 12 days | |
Performance Based Restricted Stock Units R S Us | Minimum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock plan vesting period | 1 year | |
Shares issued vesting percentage | 0.00% | |
Performance Based Restricted Stock Units R S Us | Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock plan vesting period | 4 years | |
Shares issued vesting percentage | 100.00% |