Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38993 | ||
Entity Registrant Name | HEALTH CATALYST, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3337483 | ||
Entity Address, Address Line One | 10897 South River Front Parkway #300 | ||
Entity Address, City or Town | South Jordan | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84095 | ||
City Area Code | 801 | ||
Local Phone Number | 708-6800 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | HCAT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.5 | ||
Entity Common Stock, Shares Outstanding | 53,347,231 | ||
Documents Incorporated by Reference | Part III incorporates information by reference from the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the Registrant’s 2022 Annual Meeting of Stockholders. | ||
Entity Central Index Key | 0001636422 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 193,227 | $ 91,954 | |
Short-term investments | 251,754 | 178,917 | |
Accounts receivable, net | [1] | 48,801 | 48,296 |
Prepaid expenses and other assets | 14,609 | 10,632 | |
Total current assets | 508,391 | 329,799 | |
Property and equipment, net | 23,316 | 12,863 | |
Operating lease right-of-use assets | 21,133 | 24,729 | |
Intangible assets, net | 104,788 | 98,921 | |
Goodwill | 169,972 | 107,822 | |
Other assets | 4,496 | 3,606 | |
Total assets | 832,096 | 577,740 | |
Current liabilities: | |||
Accounts payable | 4,693 | 5,332 | |
Accrued liabilities | 23,725 | 16,510 | |
Deferred revenue | [1] | 56,632 | 47,145 |
Operating lease liabilities | 3,425 | 2,622 | |
Contingent consideration liabilities | 4,576 | 14,427 | |
Acquisition-related consideration payable | [1] | 0 | 2,000 |
Total current liabilities | 93,051 | 88,036 | |
Long-term debt, net of current portion | 180,942 | 168,994 | |
Deferred revenue, net of current portion | 929 | 1,878 | |
Operating lease liabilities, net of current portion | 20,244 | 23,669 | |
Contingent consideration liabilities, net of current portion | 14,719 | 16,837 | |
Other liabilities | 113 | 2,227 | |
Total liabilities | 309,998 | 301,641 | |
Commitments and contingencies (Notes 9 and 16) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 | |
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2021 and 2020; 52,622,080 and 43,376,848 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 53 | 43 | |
Additional paid-in capital | 1,400,972 | 1,001,645 | |
Accumulated deficit | (878,860) | (725,650) | |
Accumulated other comprehensive income (loss) | (67) | 61 | |
Total stockholders’ equity | 522,098 | 276,099 | |
Total liabilities and stockholders’ equity | $ 832,096 | $ 577,740 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 52,622,080 | 43,376,848 |
Common stock, shares, outstanding (in shares) | 52,622,080 | 43,376,848 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue: | ||||
Revenue | [1] | $ 241,926 | $ 188,845 | $ 154,941 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 124,354 | 98,077 | 75,345 |
Operating expenses: | ||||
Sales and marketing | [1] | 75,027 | 55,411 | 47,284 |
Research and development | [1] | 62,733 | 53,517 | 46,252 |
General and administrative | [1] | 85,934 | 59,240 | 31,713 |
Depreciation and amortization | [1] | 37,528 | 18,725 | 9,212 |
Total operating expenses | [1] | 261,222 | 186,893 | 134,461 |
Loss from operations | (143,650) | (96,125) | (54,865) | |
Loss on extinguishment of debt | 0 | (8,514) | (1,670) | |
Interest and other expense, net | (16,458) | (11,572) | (3,419) | |
Loss before income taxes | (160,108) | (116,211) | (59,954) | |
Income tax provision (benefit) | (6,898) | (1,194) | 142 | |
Net loss | (153,210) | (115,017) | (60,096) | |
Less: accretion of redeemable convertible preferred stock | 0 | 0 | 180,826 | |
Net loss attributable to common stockholders | $ (153,210) | $ (115,017) | $ (240,922) | |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (3.23) | $ (2.91) | $ (12.86) | |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (3.23) | $ (2.91) | $ (12.86) | |
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, basic (in shares) | 47,494,768 | 39,540,726 | 18,741,119 | |
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, diluted (in shares) | 47,494,768 | 39,540,726 | 18,741,119 | |
Technology | ||||
Revenue: | ||||
Revenue | [1] | $ 147,718 | $ 110,467 | $ 83,975 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 47,516 | 35,604 | 27,797 |
Professional services | ||||
Revenue: | ||||
Revenue | [1] | 94,208 | 78,378 | 70,966 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | $ 76,838 | $ 62,473 | $ 47,548 |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (153,210) | $ (115,017) | $ (60,096) |
Other comprehensive gain (loss): | |||
Change in net unrealized gains (losses) on available for sale investments | (102) | (59) | 75 |
Change in foreign currency translation adjustment | (26) | 48 | (2) |
Comprehensive loss | $ (153,338) | $ (115,028) | $ (60,023) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable convertible preferred stock | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | IPO | IPOCommon Stock | IPOAdditional Paid-In Capital |
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 22,713,694 | ||||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2018 | $ 409,845 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of Series F redeemable convertible preferred stock, net of issuance costs (in shares) | 437,787 | ||||||||||
Issuance of Series F redeemable convertible preferred stock, net of issuance costs | $ 12,100 | $ 12,073 | |||||||||
Accretion of redeemable convertible preferred stock | $ 180,826 | ||||||||||
Conversion of redeemable convertible preferred stock (in shares) | (23,151,481) | ||||||||||
Conversion of redeemable convertible preferred stock | $ (602,744) | ||||||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2019 | $ 0 | ||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2018 | 4,779,356 | ||||||||||
Stockholders' equity (deficit), beginning balance at Dec. 31, 2018 | $ (374,768) | $ 5 | $ 0 | $ (374,772) | $ (1) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting standards update [Extensible List] | Accounting Standards Update 2016-02 [Member] | ||||||||||
Initial public offering, net of underwriters' discounts and commissions and offering costs (in shares) | 8,050,000 | ||||||||||
Initial public offering, net of underwriters' discounts and commissions and offering costs | $ 190,039 | $ 8 | $ 190,031 | ||||||||
Issuance of common stock as acquisition consideration | $ 0 | ||||||||||
Accretion of redeemable convertible preferred stock | (180,826) | (5,180) | (175,646) | ||||||||
Conversion of redeemable convertible preferred stock (in shares) | 23,151,481 | ||||||||||
Conversion of redeemable convertible preferred stock | 602,744 | $ 23 | 602,721 | ||||||||
Issuance of common stock for settlement of contingent consideration | 0 | ||||||||||
Exercise of stock options (in shares) | 373,292 | ||||||||||
Exercise of stock options | 2,656 | $ 1 | 2,655 | ||||||||
Issuance of common stock under ESPP (in shares) | 134,766 | ||||||||||
Issuance of common stock under ESPP | 2,978 | 2,978 | |||||||||
Stock-based compensation | 17,844 | 17,844 | |||||||||
Exercise of common stock warrants (in shares) | 189,959 | ||||||||||
Net loss | (60,096) | (60,096) | |||||||||
Other comprehensive gain (loss) | 73 | 73 | |||||||||
Common stock, ending balance (in shares) at Dec. 31, 2019 | 36,678,854 | ||||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2019 | 200,644 | $ (119) | $ 37 | 811,049 | (610,514) | $ (119) | 72 | ||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2020 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock as acquisition consideration (in shares) | 2,190,229 | ||||||||||
Issuance of common stock as acquisition consideration | 72,457 | $ 2 | 72,455 | ||||||||
Accretion of redeemable convertible preferred stock | 0 | ||||||||||
Equity component of convertible senior notes, net | 61,213 | 61,213 | |||||||||
Purchase of Capped Calls concurrent with issuance of convertible senior notes | (21,743) | (21,743) | |||||||||
Issuance of common stock for settlement of contingent consideration | 0 | ||||||||||
Exercise of stock options (in shares) | 3,748,719 | ||||||||||
Exercise of stock options | 36,264 | $ 4 | 36,260 | ||||||||
Vesting of restricted stock units and restricted shares (in shares) | 585,057 | ||||||||||
Issuance of common stock under ESPP (in shares) | 173,989 | ||||||||||
Issuance of common stock under ESPP | 4,273 | 4,273 | |||||||||
Stock-based compensation | 38,138 | 38,138 | |||||||||
Net loss | (115,017) | (115,017) | |||||||||
Other comprehensive gain (loss) | $ (11) | (11) | |||||||||
Common stock, ending balance (in shares) at Dec. 31, 2020 | 43,709,237 | 43,376,848 | |||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2020 | $ 276,099 | $ 43 | 1,001,645 | (725,650) | 61 | ||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2021 | 602,700 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Initial public offering, net of underwriters' discounts and commissions and offering costs (in shares) | 4,882,075 | ||||||||||
Initial public offering, net of underwriters' discounts and commissions and offering costs | 245,180 | $ 5 | 245,175 | ||||||||
Issuance of common stock as acquisition consideration (in shares) | 762,765 | ||||||||||
Issuance of common stock as acquisition consideration | 43,104 | $ 1 | 43,103 | ||||||||
Accretion of redeemable convertible preferred stock | 0 | ||||||||||
Issuance of common stock for settlement of contingent consideration (in shares) | 409,029 | ||||||||||
Issuance of common stock for settlement of contingent consideration | $ 20,083 | 20,083 | |||||||||
Exercise of stock options (in shares) | 1,738,027 | 1,738,027 | |||||||||
Exercise of stock options | $ 20,350 | $ 2 | 20,348 | ||||||||
Vesting of restricted stock units and restricted shares (in shares) | 1,316,657 | ||||||||||
Vesting of restricted stock units and restricted shares | 2 | $ 2 | |||||||||
Issuance of common stock under ESPP (in shares) | 136,679 | ||||||||||
Issuance of common stock under ESPP | 4,837 | 4,837 | |||||||||
Stock-based compensation | 65,781 | 65,781 | |||||||||
Net loss | (153,210) | (153,210) | |||||||||
Other comprehensive gain (loss) | $ (128) | (128) | |||||||||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 52,690,019 | 52,622,080 | |||||||||
Stockholders' equity (deficit), ending balance at Dec. 31, 2021 | $ 522,098 | $ 53 | $ 1,400,972 | $ (878,860) | $ (67) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Issuance costs | $ 4,610 |
Shares of redeemable convertible preferred stock | |
Issuance costs | $ 115 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | ||||
Net loss | $ (153,210) | $ (115,017) | $ (60,096) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation expense | 65,145 | 37,957 | 17,844 | |
Depreciation and amortization | [1] | 37,528 | 18,725 | 9,212 |
Change in fair value of contingent consideration liabilities | 20,036 | 14,088 | 0 | |
Amortization of debt discount and issuance costs | 11,948 | 8,054 | 1,081 | |
Non-cash operating lease expense | 3,585 | 4,303 | 3,460 | |
Impairment of lease-related assets | 1,800 | 0 | 0 | |
Investment discount and premium (accretion) amortization | 1,202 | 1,349 | (615) | |
Provision for expected credit losses | 499 | 863 | 0 | |
Loss on extinguishment of debt | 0 | 8,514 | 1,670 | |
Deferred tax provision (benefit) | (7,134) | (1,273) | 40 | |
Payment of acquisition-related contingent consideration | (9,085) | 0 | 0 | |
Other | (53) | 116 | (54) | |
Change in operating assets and liabilities: | ||||
Accounts receivable | 102 | (16,448) | 127 | |
Prepaid expenses and other assets | (4,442) | (3,667) | (1,596) | |
Accounts payable, accrued liabilities, and other liabilities | 5,202 | 8,243 | (86) | |
Deferred revenue | 7,637 | 11,459 | 77 | |
Operating lease liabilities | (3,883) | (3,414) | (3,248) | |
Net cash used in operating activities | (23,123) | (26,148) | (32,184) | |
Cash flows from investing activities | ||||
Purchase of short-term investments | (261,363) | (189,526) | (256,007) | |
Proceeds from the sale and maturity of short-term investments | 186,893 | 219,069 | 50,677 | |
Acquisition of businesses, net of cash acquired | (46,763) | (101,657) | 0 | |
Purchases of property and equipment | (10,450) | (7,775) | (2,015) | |
Capitalization of internal use software | (6,644) | (1,442) | (384) | |
Purchase of intangible assets | (1,373) | (1,248) | (1,935) | |
Proceeds from the sale of property and equipment | 22 | 14 | 62 | |
Net cash used in investing activities | (139,678) | (82,565) | (209,602) | |
Cash flows from financing activities | ||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | 245,180 | 0 | 194,649 | |
Proceeds from exercise of stock options | 20,350 | 36,264 | 2,656 | |
Proceeds from employee stock purchase plan | 4,844 | 4,273 | 2,978 | |
Payments of acquisition-related consideration | (6,290) | (1,624) | (1,713) | |
Proceeds from convertible senior notes, net of issuance costs | 0 | 222,482 | 0 | |
Purchase of capped calls concurrent with issuance of convertible senior notes | 0 | (21,743) | 0 | |
Repayment of credit facilities | 0 | (57,043) | (21,821) | |
Proceeds from credit facilities, net of debt issuance costs | 0 | 0 | 47,169 | |
Proceeds from the issuance of redeemable convertible preferred stock, net | 0 | 0 | 12,073 | |
Payments of deferred offering costs | 0 | 0 | (4,610) | |
Net cash provided by financing activities | 264,084 | 182,609 | 231,381 | |
Effect of exchange rate changes on cash and cash equivalents | (10) | 26 | 6 | |
Net increase (decrease) in cash and cash equivalents | 101,273 | 73,922 | (10,399) | |
Cash and cash equivalents at beginning of period | 91,954 | 18,032 | 28,431 | |
Cash and cash equivalents at end of period | 193,227 | 91,954 | 18,032 | |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 6,360 | 4,979 | 5,557 | |
Cash paid for income taxes, net | 138 | 92 | 19 | |
Supplemental disclosures of non-cash investing and financing information | ||||
Common stock issued in connection with acquisitions | 43,104 | 72,457 | 0 | |
Common stock issued for settlement of contingent consideration | 20,083 | 0 | 0 | |
Purchase of property and equipment included in accounts payable and accrued liabilities | 983 | 2,310 | 209 | |
Stock-based compensation capitalized as internal use software | 636 | 181 | 0 | |
Purchase of intangible assets included in accounts payable and accrued liabilities | 520 | 78 | 1,626 | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 0 | 24,456 | 581 | |
Redeemable convertible preferred stock accretion | $ 0 | $ 0 | $ 180,826 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Nature of operations Health Catalyst, Inc. (Health Catalyst) was incorporated under the laws of Delaware in September 2011. We are a leading provider of data and analytics technology and services to healthcare organizations. Our Solution comprises a cloud-based data platform, analytics software, and professional services expertise. Our customers, which are primarily healthcare providers, use our Solution to manage their data, derive analytical insights to operate their organizations, and produce measurable clinical, financial, and operational improvements. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provisions for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software and other intangible assets, fair value of financial instruments, deferred tax assets, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, and tax uncertainties. Actual results could differ from those estimates. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (the CODM) in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM, the Chief Executive Officer, uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Net loss attributable to common stockholders is computed as net loss less accretion of redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, shares issuable as acquisition-related contingent consideration, and purchase rights and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. Since we have the intent and ability to settle the principal amount of our convertible senior notes in cash and any excess in shares of our common stock, we use the treasury stock method for calculating any potential dilutive effect of the conversion spread on net income (loss) per share, if applicable. The conversion spread has a potentially dilutive impact when the average market price of our common stock for a given period exceeds $30.60 per share. The Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive under the treasury stock method. Prior to our IPO, we computed basic and diluted net loss per share in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to holders of common stock. Redeemable convertible preferred stock and common stock were considered participating securities for purposes of this calculation. However, the two-class method did not impact the net loss per common share attributable to common stockholders as we were in a loss position for each of the periods presented and the redeemable convertible preferred stockholders did not have a contractual obligation to participate in losses. In connection with our IPO the redeemable convertible preferred stock was converted and we no longer have participating securities. Revenue recognition We recognize revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606). We derive our revenues primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, 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, we satisfy the performance obligation. We recognize revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to customers for access to use our technology. We provide customers access to our technology through either an all-access or limited-access, modular subscription. The majority of our subscription arrangements are cloud-based and do not provide customers the right to take possession of the technology or contain a significant penalty if the customer were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the customer. Most of our subscription contracts have up to a three-year term, of which the vast majority are terminable after one year upon 90 days' notice. Subscriptions that allow the customer to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the customer. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the customer. We also have certain perpetual license arrangements. Revenue from these arrangements is recognized at a point in time upon delivery of the software. Technology revenue also includes maintenance and support revenue which generally includes bug fixes, updates, and support services. Revenue related to maintenance and support is recognized over the contract term beginning on the date that the service is made available to the customer. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, outsourcing services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our customers on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our customers. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient. Contracts with multiple performance obligations Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation method. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include customer demographics and the types of users. Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we generally use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable. Variable consideration We have also entered into at-risk and shared savings arrangements with certain customers whereby we receive variable consideration based on the achievement of measurable improvements which may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved. Contract balances Contract assets resulting from services performed prior to invoicing customers are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2021, 2020, and 2019, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $0.8 million, $1.6 million and $2.9 million, respectively. We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the customer. As of December 31, 2021, 2020, and 2019, the total of current and non-current deferred revenue on our consolidated balance sheets was $57.6 million, $49.0 million, and $32.1 million, respectively. Deferred costs We capitalize sales commissions, and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with customers, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the customer contract. As of December 31, 2021 and 2020, $1.4 million and $0.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2021 and 2020, the remaining $3.0 million and $1.4 million, respectively, of deferred contract acquisition costs are included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average customer life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs is included within sales and marketing expense in the consolidated statements of operations. We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. As of December 31, 2021 and 2020, we had deferred contract fulfillment costs of $0.1 million and $0.5 million, respectively. Amortization of deferred fulfillment costs is included within cost of revenue in the consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded on deferred contract costs during the periods presented. Cost of revenue, excluding depreciation and amortization Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization. Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. Short-term investments Our investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the consolidated balance sheets. Accounts receivable Accounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition, and our expectations of changes in macro-economic conditions, including the ongoing COVID-19 pandemic, that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Allowance for Credit Losses on Accounts Receivable Balance at January 1, 2021 $ 1,200 Current period provision for expected credit losses 499 Less: Write-offs, net of recoveries (99) Balance at December 31, 2021 $ 1,600 Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years When there are indicators of potential impairment, we evaluate the recoverability of the carrying values by comparing the carrying amount of the applicable asset group to the estimated undiscounted future cash flows expected to be generated by the asset group over the remaining useful life of the primary asset in the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the long-lived assets exceeds the fair value of the assets. Other than the lease-related impairment described in Note 9, we did not incur any long-lived impairment charges for the years ended December 31, 2021, 2020, and 2019. Intangible assets Intangible assets include developed technologies, customer relationships, customer contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contract backlog 2-7 years Computer software licenses 2-5 years Trademarks 1-5 years Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, customer relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. Our first step in the goodwill impairment test is a qualitative analysis of factors that could be indicators of potential impairment. Next, if a quantitative analysis is necessary, we compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. There was no impairment of goodwill for the years ended December 31, 2021, 2020, and 2019. Business combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the customer-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin used in the estimate for customer relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. For the years ended December 31, 2021 and 2020, we expensed $1.4 million and $2.7 million, respectively, of transaction costs associated with business combinations. The costs were expensed as incurred and are included in general and administrative expense in our consolidated statements of operations. No such costs were incurred or recorded for the year ended December 31, 2019. Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our consolidated financial statements. We generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential pay-out scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our consolidated balance sheets, while the portion to paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our consolidated statements of operations. Advertising costs All advertising costs are expensed as incurred. For the years ended December 31, 2021, 2020, and 2019, we incurred $4.4 million, $4.3 million, and $4.9 million in advertising costs, respectively. Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life with the amortization included in depreciation and amortization expense in our consolidated statements of operations. Stock-based compensation Stock-based awards, including stock options, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however we also consider whether any adjustments are required as a result of material nonpublic information to which the market is likely to react positively upon announcement. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period, we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. The measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from customers. We review the expected collectability of accounts receivable and record an allowance for credit losses based on the probability of future collections. There were no customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable balance greater than 10% as of December 31, 2021 and 2020. There were no customers with revenue as a percentage of total revenue greater than 10% for the years ended December 31, 2021, 2020, and 2019. Income taxes Deferred income tax balances are accounted for using the asset and liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because we have net operating loss carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of acquisition-related consideration payable, operating lease liabilities, and long-term debt approximate fair value based on interest rates available for debt with similar terms at December 31, 2021 and 2020. Money market funds and short-term investments are measured at fair value on a recurring basis. Our contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1- Quoted prices in active markets for identical assets or liabilities. • Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentat |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations The business acquisitions discussed below are included in our results of operations from their respective dates of acquisition. 2021 Acquisition Twistle, Inc. On July 1, 2021, we acquired Twistle, Inc. (Twistle) , a healthcare patient engagement SaaS technology company that, among other things, helps automate patient-centered, personalized, multi-channel communication between care teams and patients that aims to transform the patient experience, drive better care outcomes, and reduce healthcare costs, in a transaction accounted for as a business combination . The acquisition consideration transferred was $91.9 million and was comprised of net cash consideration of $46.7 million , Health Catalyst common shares with a fair value of $43.1 million , and contingent consideration based on certain earn-out performance targets for Twistle during an earn-out period that ends on June 30, 2022, with an initial fair value of $2.1 million . The purchase resulted in Health Catalyst acquiring 100% ownership in Twistle. An additional 67,939 shares of our common stock subject to a restriction agreement, or restricted shares, were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14 for additional details related to our stock-based compensation. In connection with the acquisition, we also agreed to make deferred cash retention payments to continuing Twistle team members related to their unvested options previously granted or promised to be granted. The retention payments are subject to quarterly or cliff vesting based on continued employment over a required service period of between 12 and 18 months post-closing. Such amounts are recorded as post-combination compensation expense on a straight-line basis over the relevant vesting terms. For the year ended December 31, 2021, we recognized compensation expense of $4.0 million related to these retention payments. As of December 31, 2021, there was an additional $6.2 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 1.0 year. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Twistle (in thousands): Assets acquired: Accounts receivable $ 1,106 Prepaid expenses and other assets 98 Property and equipment, net 57 Developed technologies 13,000 Customer relationships 23,700 Trademarks 20 Total assets acquired 37,981 Less liabilities assumed: Accounts payable and other current liabilities 161 Deferred revenue 900 Net deferred tax liabilities 7,142 Total liabilities assumed 8,203 Total assets acquired, net 29,778 Goodwill 62,150 Total consideration transferred, net of cash acquired $ 91,928 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include customer relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, and one year, respectively. The resulting goodwill from the Twistle acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. The preliminary allocation of the consideration transferred was based on a preliminary valuation that was subject to potential adjustments. As of December 31, 2021, we recorded a measurement period adjustment as a result of a Section 382 analysis that identified pre-acquisition ownership changes and a corresponding limitation on Twistle's pre-acquisition net operating loss carryforwards. The measurement period adjustment increased both the net deferred tax liabilities assumed and acquired goodwill by $0.3 million, which is reflected in the amounts in the table above. There was also a corresponding increase to the current year deferred income tax benefit due to a discrete valuation allowance release. There were no other measurement period adjustments recorded during the year ended December 31, 2021. Pro forma financial information has not been presented for the Twistle acquisition as the impact to our consolidated financial statements was not material. The amount of revenue attributable to the acquired business of Twistle was not material to our consolidated statement of operations for the year ended December 31, 2021. Income (loss) information for Twistle after the acquisition date through December 31, 2021 is not presented as the Twistle business was integrated into our operations immediately following the acquisition and is impracticable to quantify. 2020 Acquisitions Able Health, Inc. On February 21, 2020, we acquired Able Health, Inc. (Able Health), a leading software-as-a-service provider of quality and regulatory measurement tracking and reporting to healthcare providers and risk-bearing entities, in a transaction accounted for as a business combination. The acquisition consideration transferred was $21.5 million and was comprised of net cash consideration of $15.2 million, Health Catalyst common shares with a fair value of $3.3 million, and contingent consideration based on achievement of Able Health specified incremental customer billings for the year ended December 31, 2020, with an initial fair value of $3.0 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Able Health. The earn-out contingent consideration liability was settled during the first quarter of 2021 through the issuance of 21,387 shares of our common stock. An additional 179,392 shares of our common stock subject to restriction agreements, or restricted shares, were issued pursuant to the terms of the acquisition agreement and 60,000 restricted stock units were issued in connection with the acquisition agreement. The value of these restricted shares and restricted stock units were recognized as post-combination stock-based compensation expense over their respective vesting terms. The vesting of the restricted shares was subject to one year of continuous service by the applicable team members and vested on the one-year anniversary of the acquisition closing date and the service-based condition for the restricted stock units issued pursuant to the terms of the acquisition agreement is satisfied over two years with a 50% cliff vesting period of one year and ratable quarterly vesting thereafter. Refer to Note 14 for additional details related to our stock-based compensation. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Able Health (in thousands): Assets acquired: Accounts receivable $ 633 Prepaid expenses and other assets 57 Developed technologies 7,500 Customer relationships 600 Trademarks 100 Total assets acquired 8,890 Less liabilities assumed: Accounts payable and other current liabilities 91 Deferred revenue 762 Net deferred tax liabilities 1,280 Total liabilities assumed 2,133 Total assets acquired, net 6,757 Goodwill 14,725 Total consideration transferred, net of cash acquired $ 21,482 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include customer relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of six years, three years, and two years, respectively. The resulting goodwill from the Able Health acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. Healthfinch, Inc. On July 31, 2020, we acquired Healthfinch, Inc. (Healthfinch), which provides a workflow integration engine delivering insights and analytics into EMR workflows to automate physicians’ ability to close patient care gaps in real-time, in a transaction accounted for as a business combination. We believe this acquisition will strengthen our existing population health capabilities. The acquisition consideration transferred was $50.5 million and was comprised of net cash consideration of $16.9 million, Health Catalyst common shares with a fair value of $27.8 million, and contingent consideration based on certain earn-out performance targets for Healthfinch during an earn-out period that ended on July 31, 2021, with an initial fair value of $5.8 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Healthfinch. Approximately 50% of the earn-out was settled for $1.7 million in cash and the issuance of 78,243 shares during the third quarter of 2021 and we anticipate that the remaining earn-out will be settled during the first quarter of 2022. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Healthfinch (in thousands): Assets acquired: Accounts receivable $ 1,408 Prepaid expenses and other assets 347 Developed technologies 8,100 Customer relationships and contract backlog 10,000 Trademarks 200 Total assets acquired 20,055 Less liabilities assumed: Accounts payable and other current liabilities 408 Deferred revenue 2,100 Total liabilities assumed 2,508 Total assets acquired, net 17,547 Goodwill 32,960 Total consideration transferred, net of cash acquired $ 50,507 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include customer relationships and contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, and two years, respectively. The resulting goodwill from the Healthfinch acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. Vitalware, LLC On September 1, 2020, we acquired Vitalware, LLC (Vitalware) , a provider of revenue workflow optimization and analytics SaaS technology solutions to healthcare organizations, in a transaction accounted for as a business combination . Vitalware’s flagship offering is a chargemaster management solution that delivers results for the complex regulatory and compliance functions needed by healthcare provider systems. Additionally, Vitalware brings to bear newer product suites to help health systems capture lost revenue and to support compliance with expanding pricing transparency regulation. The acquisition consideration transferred was $119.2 million and was comprised of net cash consideration of $69.6 million, Health Catalyst common shares with a fair value of $41.3 million, and contingent consideration based on certain earn-out performance targets for Vitalware during an earn-out period that ended on March 31, 2021, with an initial fair value of $8.3 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Vitalware. The earn-out contingent consideration liability was settled during the second quarter of 2021 for cash consideration of $15.0 million and the issuance of 309,458 shares of our common stock. An additional 203,997 shares of our common stock subject to a restriction agreement, or restricted shares, were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares were recognized as post-combination stock-based compensation expense on a straight-line basis over the 12-month vesting term. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date. Refer to Note 14 for additional details related to our stock-based compensation. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Vitalware (in thousands): Assets acquired: Accounts receivable $ 3,220 Prepaid expenses and other assets 469 Developed technologies 18,000 Customer relationships and contract backlog 43,000 Trademarks 1,400 Total assets acquired 66,089 Less liabilities assumed: Accounts payable and other current liabilities 766 Deferred revenue 2,589 Total liabilities assumed 3,355 Total assets acquired, net 62,734 Goodwill 56,443 Total consideration transferred, net of cash acquired $ 119,177 The acquired intangible assets were valued utilizing an income approach, and include customer relationships, contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, two years, four years, and for trademarks two Unaudited pro forma financial information The following table reflects our unaudited pro forma combined results of operations for years ended December 31, 2020 and 2019 as if the acquisitions of Able Health, Healthfinch, and Vitalware had taken place on January 1, 2019: Year Ended December 31, 2020 2019 Total pro forma revenues (unaudited) $ 209,409 $ 173,973 Pro forma net loss (unaudited) (124,485) (90,850) The unaudited pro forma information is not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2019 or to project potential results as of any future date or for any future periods. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The nature and amount of material, nonrecurring pro forma adjustments directly attributable to these acquisitions which are included in the pro forma revenues or net loss, as applicable, are attributable to fair value adjustments to deferred revenues, amortization of acquired intangible assets, acquisition-related income tax considerations, and acquisition transaction costs that had a net impact on the pro forma combined net loss of $9.5 million and $30.8 million for the years ended December 31, 2020 and 2019, respectively. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2021 2020 2019 Recurring technology $ 147,446 $ 110,467 $ 83,791 One-time technology (i.e., perpetual license) 272 — 184 Professional services 94,208 78,378 70,966 Total revenue $ 241,926 $ 188,845 $ 154,941 For the years ended December 31, 2021, 2020, and 2019, 99.2%, 99.8%, and 99.7% of revenue was related to contracts with customers located in the United States. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. For the year ended December 31, 2021, approximately 18% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have up to a three-year term, of which the vast majority are terminable after one year upon 90 days' notice. For arrangements that do not allow the customer to cancel within one year or less, we expect to recognize $77.0 million of revenue on unsatisfied performance obligations as of December 31, 2021. We expect to recognize approximately 80% of the remaining performance obligations over the next 24 months, with the balance recognized thereafter. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We operate our business in two operating segments that also represent our reporting units. Our reporting units are organized based on our technology and professional services. We have not incurred any goodwill impairment charges. Goodwill by reporting unit is as follows (in thousands): As of December 31, 2021 2020 Technology $ 169,190 $ 107,040 Professional services 782 782 Total goodwill $ 169,972 $ 107,822 As of December 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 82,729 $ (40,988) $ 41,741 Customer relationships and contracts 81,464 (21,078) 60,386 Computer software licenses 8,392 (6,590) 1,802 Trademarks 1,720 (861) 859 Total intangible assets $ 174,305 $ (69,517) $ 104,788 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 Amortization expense of acquired intangible assets for the years ended December 31, 2021, 2020, and 2019 was $32.0 million, $15.9 million, and $6.3 million, respectively. Amortization expense for intangible assets is included in depreciation and amortization in the consolidated statements of operations. The weighted-average remaining amortization period by type of intangible assets as of December 31, 2021 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Customer relationships and contracts 5.6 Computer software licenses 1.2 Trademarks 2.7 As of December 31, 2021, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2022 $ 32,910 2023 23,793 2024 17,946 2025 11,568 2026 9,566 Thereafter 9,005 Total future amortization expense $ 104,788 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2021 2020 Computer equipment $ 9,235 $ 8,576 Leasehold improvements 10,832 8,089 Furniture and fixtures 3,715 1,734 Capitalized internal-use software costs 10,769 3,489 Computer software 198 947 Capital lease equipment — 37 Total property and equipment 34,749 22,872 Less: accumulated depreciation (11,433) (10,009) Property and equipment, net $ 23,316 $ 12,863 Our long-lived assets are located in the United States. Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $5.5 million, $2.9 million, and $2.9 million, respectively. Depreciation expense includes amortization of assets recorded under a capital lease and the amortization of capitalized internal-use software costs. We capitalized $7.3 million, $1.6 million, and $0.4 million of internal-use software costs for the years ended December 31, 2021, 2020, and 2019, respectively. We incurred $2.4 million, $0.7 million, and $0.5 million of capitalized internal-use software cost amortization expense for the years ended December 31, 2021, 2020, and 2019, respectively. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments We classify our short-term investments as available for sale. Available-for-sale securities are recorded on our consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive loss on the consolidated statements of comprehensive loss. We determine realized gains or losses on the sales of investments through the specific identification method and record such gains or losses as part of interest and other expense, net on the consolidated statements of operations. We did not have any material realized gains or losses on investments during the years ended December 31, 2021, 2020, and 2019. We measure the fair value of investments on a recurring basis. The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2021: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 173,475 $ — $ — $ 173,475 $ 173,475 $ — Commercial paper 153,498 — — 153,498 — 153,498 Corporate bonds 71,259 — (45) 71,214 4,424 66,790 Asset-backed securities 31,509 — (43) 31,466 — 31,466 Total $ 429,741 $ — $ (88) $ 429,653 $ 177,899 $ 251,754 The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2020: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 79,387 $ — $ — $ 79,387 $ 79,387 $ — U.S. treasury notes 59,382 7 — 59,389 — 59,389 Commercial paper 68,018 — — 68,018 — 68,018 Corporate bonds 48,494 8 (1) 48,501 — 48,501 Asset-backed securities 3,009 — — 3,009 — 3,009 Total $ 258,290 $ 15 $ (1) $ 258,304 $ 79,387 $ 178,917 The following table presents the contractual maturities of our short-term investments as of December 31, 2021 and December 31, 2020 (in thousands): As of December 31, 2021 As of December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 230,429 $ 230,372 $ 178,903 $ 178,917 Due between one and five years 21,411 21,382 — — Total $ 251,840 $ 251,754 $ 178,903 $ 178,917 Accrued interest receivables related to our available-for-sale securities of $0.8 million and $0.5 million as of December 31, 2021 and 2020, respectively, were included within prepaid expenses and other assets on our consolidated balance sheets. On a quarterly basis we evaluate unrealized losses on our available-for-sale debt securities and the related accrued interest receivables to determine whether a decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. We do not intend to sell investments that are in an unrealized loss position and it is not likely that we will be required to sell any investments before recovery of their amortized cost basis. As of December 31, 2021 and 2020, there were no material unrealized losses due to credit-related factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds $ 173,475 $ — $ — $ 173,475 Commercial paper — 153,498 — 153,498 Corporate bonds — 71,214 — 71,214 Asset-backed securities — 31,466 — 31,466 Contingent consideration liabilities — — (19,295) (19,295) Total $ 173,475 $ 256,178 $ (19,295) $ 410,358 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds $ 79,387 $ — $ — $ 79,387 U.S. Treasury notes 59,389 — — 59,389 Commercial paper — 68,018 — 68,018 Corporate bonds — 48,501 — 48,501 Asset-backed securities — 3,009 — 3,009 Contingent consideration liabilities — — (31,264) (31,264) Total $ 138,776 $ 119,528 $ (31,264) $ 227,040 There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2021 and 2020. Convertible Senior Notes As of December 31, 2021, the estimated fair value of our convertible senior notes, with aggregate principal totaling $230.0 million, was $335.7 million. We estimate the fair value based on quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). These convertible senior notes are recorded at face value less unamortized debt discount and transaction costs on our consolidated balance sheets. Refer to Note 10—Convertible Senior Notes and Credit Facilities for further information. Level 3 fair value measurements The Twistle acquisition consideration included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Twistle during an earn-out period that ends on June 30, 2022. The Twistle contingent consideration is capped at $65.0 million and will be paid in a combination of approximately 20% cash and 80% in shares of our common stock. We value Twistle’s expected contingent consideration and the corresponding liability using the Monte Carlo valuation method based on estimates of potential pay-out scenarios. The Healthfinch acquisition consideration included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Healthfinch during an earn-out period that ended on July 31, 2021. Approximately half of the Healthfinch earn-out contingent consideration liability was settled during the third quarter for cash consideration of $1.7 million and the issuance of 78,243 shares of our common stock. The remaining Healthfinch contingent consideration liability is expected to be settled during the first quarter of 2022. The outstanding contingent consideration liabilities are categorized as Level 3 fair value measurements and are remeasured as of each reporting period. The aggregate intrinsic value of the revenue-based earn-out contingent consideration liabilities is approximately $20.8 million based on a point estimate of our internal forecasting of the ultimate earn-outs that will be earned and our common stock price as of December 31, 2021. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the other following significant inputs as of December 31, 2021: Valuation Method Fair Value Market Price of Revenue Risk Revenue Volatility Revenue-based earn-out liability Monte Carlo $19.3 million 2% 10% The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at December 31, 2020 $ 31,264 Initial contingent consideration liabilities from acquisitions (see Note 2) 2,062 Change in fair value of contingent consideration liabilities 22,717 Settlement of contingent consideration (36,748) Balance at December 31, 2021 $ 19,295 The Able Health and Vitalware earn-out contingent consideration liabilities were fully settled during the year ended December 31, 2021. Nonrecurring fair value measurements We recorded an impairment charge of $1.8 million related to subleased office space in the third quarter of 2021. This impairment charge was derived from the difference between the carrying value and the fair value of the relevant asset group. The fair value of this asset group was estimated using a discounted cash flow analysis of the subleased space and included certain unobservable (Level 3) inputs, including the anticipated future sublease terms and rates. Refer to Note 9—Leases for further information. |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities As of December 31, 2021 and 2020, accrued liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Accrued compensation and benefit expenses $ 17,430 $ 9,838 Other accrued liabilities 6,295 6,672 Total accrued liabilities $ 23,725 $ 16,510 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating leases We lease office space and certain equipment under operating leases that expire between 2022 and 2031. The terms of the leases provide for rental payments on a graduated scale, options to renew the leases ( one Lease payments began on January 1, 2021, however, we took initial possession of the first 64,910 square feet of the new headquarters in June 2020 to begin leasehold improvements, which resulted in a right-of-use asset and corresponding operating lease liability of $13.0 million, and commencement of operating lease expense. We took possession of an additional 53,297 square feet of the new headquarters lease in August 2020, which resulted in an additional right-of-use asset and corresponding lease liability of $10.8 million. According to the terms of this new lease agreement, our leased square footage will expand between 2022 and 2023 resulting in $2.8 million of additional required future lease payments. We have the right to sublease all, or a portion, of this leased office space provided that certain terms and conditions are met. In September 2021, we subleased one floor of our corporate headquarters. The initial sublease has a lease term of two years with the option of the sublessee to extend for an additional two years. We performed a recoverability test of the relevant asset group, comprised of operating lease right-of-use and other related assets, and determined that the carrying value of this asset group was not fully recoverable. As a result, we measured and recognized a $1.8 million impairment charge representing the amount by which the carrying value exceeded the estimated fair value of this asset group. The impairment charge was recorded as part of general and administrative expense in our consolidated statements of operations. $1.3 million of the impairment charge was allocated to the ROU asset and the remaining $0.5 million was allocated to leasehold improvements and furniture and fixtures. Our operating lease expense for the years ended December 31, 2021, 2020, and 2019, was $3.6 million, $4.3 million, and $3.2 million, respectively. In addition to those amounts, lease expense attributable to short-term leases with terms of 12 months or less for the years ended December 31, 2021, 2020, and 2019, was $0.1 million, $0.2 million, and $0.2 million, respectively. Maturities of lease liabilities under operating leases at December 31, 2021 are as follows (in thousands): Year ending December 31: 2022 $ 3,425 2023 3,364 2024 3,073 2025 2,931 2026 2,881 Thereafter 14,163 Total lease payments 29,837 Less: Imputed interest (6,168) Total lease liability $ 23,669 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 is as follows (in thousands other than weighted average amounts): As of December 31, 2021 2020 Operating lease right-of-use assets $ 21,133 $ 24,729 Operating lease liabilities, current $ 3,425 $ 2,622 Operating lease liabilities, noncurrent 20,244 23,669 Total operating lease liabilities $ 23,669 $ 26,291 Weighted-average remaining operating lease term (years) 9.6 10.4 Weighted-average operating lease discount rate 5.0 % 5.0 % |
Convertible Senior Notes and Cr
Convertible Senior Notes and Credit Facilities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Credit Facilities | Convertible Senior Notes and Credit Facilities Convertible senior notes On April 14, 2020, we issued $230.0 million in aggregate principal amount of 2.50% Convertible Senior Notes due 2025 (the Notes), in a private placement to qualified institutional buyers exempt from registration under the Securities Act (the Note Offering). The net proceeds from the issuance of the Notes were approximately $222.5 million, after deducting the initial purchasers’ discounts and offering expenses payable by us. The Notes are governed by an indenture (the Indenture) between us, as the issuer, and U.S. Bank National Association, as trustee. The Notes are our senior, unsecured obligations and accrue interest payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020, at a rate of 2.50% per year. The Notes will mature on April 15, 2025, unless earlier converted, redeemed, or repurchased. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. We may not redeem the Notes prior to April 20, 2023. On or after April 20, 2023, we may redeem, for cash, all or a portion of the Notes, at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. The Notes have an initial conversion rate of 32.6797 shares of our common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $30.60 per share of our common stock). Following certain corporate events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders of the Notes may convert all or any portion of their Notes at any time prior to the close of business on October 14, 2024, in integral multiples of $1,000 principal amount, only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of our 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 (the “measurement period”) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; • If we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events described in the Indenture. On or after October 15, 2024, 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 rate at any time irrespective of the foregoing circumstances. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of common stock, at our election. As of December 31, 2021, the conditions allowing holders of the Notes to convert were not met. The Notes are therefore not currently convertible and are classified as long-term debt. We account for the Notes as separate liability and equity components. We determined the carrying amount of the liability component as the present value of its cash flows using a discount rate of approximately 10% based on comparable debt transactions for similar companies. The estimated interest rate was applied to the Notes, which resulted in a fair value of the liability component of $166.7 million upon issuance, calculated as the present value of future contractual payments based on the $230.0 million 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 using the effective interest method. The $63.3 million difference between the gross proceeds received from issuance of the Notes of $230.0 million and the estimated fair value of the liability component represents the equity component, or the conversion option, of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We allocated issuance costs related to the issuance of the Notes to the liability and equity components using the same proportions as the initial carrying value of the Notes. Issuance costs attributable to the liability component were $5.5 million and are being amortized to interest expense using the effective interest method over the term of the Notes. Issuance costs attributable to the equity component were $2.1 million and are netted with the equity component of the Notes in stockholders’ equity on the consolidated balance sheets. The net carrying value of the liability component of the Notes was as follows (in thousands): As of December 31, 2021 2020 Principal $ 230,000 $ 230,000 Less: Unamortized debt discount (45,249) (56,206) Less: Unamortized issuance costs (3,809) (4,800) Net carrying amount $ 180,942 $ 168,994 The net carrying value of the equity component of the Notes was as follows (in thousands): As of December 31, 2021 2020 Proceeds allocated to the conversion option (debt discount) $ 63,270 $ 63,270 Less: Issuance costs (2,057) (2,057) Net carrying amount $ 61,213 $ 61,213 The interest expense recognized related to the Notes was as follows (in thousands): As of December 31, 2021 2020 Contractual interest expense $ 5,750 $ 4,073 Amortization of debt issuance costs and discount 11,948 7,725 Total $ 17,698 $ 11,798 Based on the closing price of our common stock of $39.62 on December 31, 2021, the if-converted value of the Notes was $67.8 million more than their respective principal amount. Capped Calls On April 8, 2020, concurrently with the pricing of the Notes, we entered into privately negotiated capped call transactions (Base Capped Calls) with certain option counterparties. In addition, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, on April 9, 2020, we entered into additional capped call transactions (together with the Base Capped Calls, the Capped Calls) with each of the option counterparties. We used approximately $21.7 million of the net proceeds from the Note Offering to pay the cost of the Capped Calls and allocated issuance costs. The Capped Calls have initial cap prices of $42.00 per share, subject to certain adjustments. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to the cap price. The Capped Calls are separate transactions that we entered into with the option counterparties, and are not part of the terms of the Notes. As the Capped Call transactions are considered indexed to our own stock and are considered equity classified, they were recorded in stockholders’ equity and are not accounted for as derivatives. The cost incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets. OrbiMed debt financing transaction On February 6, 2019, we entered into a debt financing agreement with OrbiMed Royalty Opportunities II, LP (OrbiMed) where we obtained an $80.0 million senior term loan commitment, with $50.0 million available and up to an additional $30.0 million contingently available on or prior to March 31, 2020 (the Delayed Draw Commitment). We paid $2.4 million in fees related to the establishment of the OrbiMed term loan and incurred $0.3 million in debt issuance costs. The Delayed Draw Commitment was contingent upon our achievement of minimum levels of technology revenues ranging from technology revenues for the latest 12 months of at least $60.0 million to borrow up to $10.0 million, to a minimum of $80.0 million in technology revenues to borrow between $25.0 million and $30.0 million. The contractual interest rate of the OrbiMed term loan was the higher of LIBOR plus 7.5% and 10.0%. Interest payments were required at the end of each month. The maturity date of the OrbiMed term loan was February 6, 2024. Upon the payment of all or any portion of the principal amount on the OrbiMed term loan, we were required to pay an exit fee of 5% of the principal amount paid. This exit fee was being accreted as interest expense over the contractual term of the loan. As we elected to prepay the principal balance prior to the 48-month anniversary of the closing date we were required to pay a repayment premium of 9% of the principal balance prepaid. Amounts borrowed under the OrbiMed term loan were secured by a first priority security interest in substantially all of our assets other than intellectual property. The agreement also included a financial covenant requiring the achievement of minimum trailing-twelve-month revenue amounts as well as certain other financial and non-financial covenants. We were in compliance with these covenants under the terms of the OrbiMed term loan as of April 14, 2020. Extinguishment of OrbiMed term loan On April 14, 2020, we used $57.0 million of proceeds from the Note Offering to prepay in full all outstanding indebtedness, including prepayment penalties, under the Credit Agreement and terminated the Credit Agreement. We recorded a loss on debt extinguishment of $8.5 million during the second quarter of 2020, including $1.5 million unamortized debt discounts and issuance costs related to the OrbiMed term loan and $7.0 million of repayment fees. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock During the year ended December 31, 2019, we authorized 1,077,587 shares of Series F redeemable convertible preferred stock and issued 437,787 shares of Series F redeemable convertible preferred stock for total cash consideration of $12.1 million, net of offering costs of $0.1 million. Upon the closing of our IPO in July 2019, the 23,151,481 shares of redeemable convertible preferred stock, then outstanding, were converted on a one-for-one basis into 23,151,481 shares of common stock. Prior to the IPO, our shares of redeemable convertible preferred stock were redeemable at the option of the holder at an amount equal to the greater of the original issuance price or the redemption value. Accordingly, we recognized changes in the redemption value as they occurred and adjusted the carrying amount of the applicable class of redeemable convertible preferred stock as a deemed dividend (or a reversal of accretion to reflect a reduction in fair value of the redemption value) from additional paid-in-capital or an adjustment of the accumulated deficit to equal the redemption value at the end of each reporting period. This method viewed the end of the reporting period as if it were also the redemption date for the applicable class of redeemable convertible preferred stock. Upon the closing of our IPO, the shares of redeemable convertible preferred stock were accreted to the IPO price of $26.00 per share, or $602.7 million. As the shares of redeemable convertible preferred stock were converted into shares of common stock, and are no longer redeemable at the option of the holder, we reclassified the carrying value of the shares of redeemable convertible preferred stock to stockholders’ equity (deficit) as part of the closing of our IPO. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Amendment and restatement of certificate of incorporation In connection with our IPO, the certificate of incorporation of Health Catalyst was amended and restated to, among other things, provide for the (i) authorization of 500,000,000 shares of common stock with a par value of $0.001 per share; (ii) authorization of 25,000,000 shares of undesignated preferred stock that may be issued from time to time; and (iii) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms. Preferred stock Our board of directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of December 31, 2021 and 2020, no shares of this preferred stock were issued and outstanding. Common stock We had 500,000,000 shares of $0.001 par value common stock authorized, of which 52,690,019 and 43,709,237 shares were legally issued and outstanding as of December 31, 2021 and 2020, respectively. The shares legally issued and outstanding as of December 31, 2021 and 2020, included 67,939 and 332,389 shares, respectively, issued pursuant to acquisition agreements, which are subject to a restriction agreement and were unvested, as such, for accounting purposes they were not considered to be outstanding common stock shares. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through December 31, 2021. Secondary Public Equity Offering In August 2021, we completed an underwritten public offering of 4,882,075 shares (inclusive of the underwriters’ over-allotment option to purchase 636,792 shares) of our common stock at $53.00 per share. We received net proceeds of $245.2 million, after deducting the underwriting discounts and commissions and other offering costs. Initial public offering On July 29, 2019, we closed our initial public offering of common stock (IPO) in which we issued and sold 8,050,000 shares (inclusive of the underwriters' over-allotment option to purchase 1,050,000 shares) of common stock at $26.00 per share. We received net proceeds of $194.6 million after deducting underwriting discounts and commissions and before deducting offering costs of $4.6 million. Upon the closing of our IPO, all shares of our outstanding redeemable convertible preferred stock converted into 23,151,481 shares of common stock on a one-for-one basis. Stock Split On July 10, 2019, we effected a 1-for-2 reverse stock split of our capital stock. We have adjusted all references to share and per share amounts in the accompanying consolidated financial statements and notes to reflect the reverse stock split. Common stock warrants In October 2017, we issued warrants in connection with the Mezzanine Loan and Security Agreement with SVB for up to 255,336 shares of common stock with a ten-year term at an exercise price of $10.66 per share. The fair value of the warrants on the date of grant was $1.6 million and recorded as deferred financing costs. The deferred financing costs were reclassified to a discount on debt in proportion to the advances made on the credit facility. The deferred financing costs and the debt discount were scheduled to be recognized as interest expense over the term of the credit facility. In October 2018, all remaining contingencies were resolved and the remaining common stock warrant liability balance was marked to market and recorded in stockholders’ equity (deficit). In February 2019, the term loan from the Mezzanine Loan and Security Agreement with SVB were fully paid off, resulting in the $1.0 million unamortized portion of the debt discount related to the warrants being included in the current year loss on debt extinguishment. Soon after the effective date of our IPO, all 255,336 outstanding warrants were exercised through a cashless exercise, resulting in the issuance of 189,959 shares of common stock. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (153,210) $ (115,017) $ (240,922) Denominator: Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted 47,494,768 39,540,726 18,741,119 Net loss per share attributable to common stockholders, basic and diluted $ (3.23) $ (2.91) $ (12.86) During the years ended December 31, 2021, 2020 and 2019, we incurred net losses and, therefore, the effect of our stock options, restricted stock units, performance-based restricted stock units, convertible senior notes, shares issuable as acquisition-related contingent consideration, and restricted shares, were not included in the calculation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact: As of December 31, 2021 2020 2019 Common stock options 2,115,484 3,892,936 7,847,716 Restricted stock units 2,273,354 1,839,998 503,861 Performance-based restricted stock units 319,442 — — Shares related to convertible senior notes 2,469,624 1,281,217 — Shares issuable as acquisition-related contingent consideration 87,415 363,867 — Restricted shares 67,939 332,389 — Total potentially dilutive securities 7,333,258 7,710,407 8,351,577 The conversion spread of the Notes will have a potentially dilutive impact when the average market price of our common stock for a given period exceeds the conversion price of $30.60 per share. The shares related to the Notes in the table above are calculated based on the average market price of our common stock for the three months ended December 31, 2021 and 2020, respectively. Capped Calls with initial cap prices of $42.00 per share are excluded from the calculation of diluted earnings per share, as they would be antidilutive. The shares issuable as acquisition-related contingent consideration in the table above are calculated based on the earn-out achieved and the estimated amount of shares that would be issuable if the contingent consideration liabilities from the acquisitions of Healthfinch and Twistle were to be settled as of December 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In 2011, our board of directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares and granting of RSUs and options for our common stock to our directors, team members, or consultants. In connection with our IPO, our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We initially reserved 2,756,607 shares of our common stock (2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan that were available immediately prior to the IPO registration date). The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2021, there were an additional 2,185,461 shares reserved for issuance under the 2019 Plan. As of December 31, 2021, 2020, and 2019, there were 15,294,920, 13,109,459, and 11,272,878 shares authorized for grant, respectively, and 2,969,638, 2,481,818, and 2,309,370 shares available for grant, respectively, under the 2019 Plan and 2011 Plan (collectively the 'Stock Incentive Plan'). The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Options $ 5,276 $ 7,793 $ 14,837 Restricted stock units (RSUs) 40,345 21,469 2,034 Performance-based restricted stock units (PRSUs) 10,944 — — Employee stock purchase plan 1,511 1,856 973 Restricted shares 7,069 6,839 — Total stock-based compensation $ 65,145 $ 37,957 $ 17,844 Year Ended December 31, 2021 2020 2019 Cost of revenue $ 10,110 $ 4,256 $ 1,168 Sales and marketing 22,698 13,093 3,811 Research and development 10,213 8,069 4,841 General and administrative 22,124 12,539 8,024 Total stock-based compensation $ 65,145 $ 37,957 $ 17,844 For the years ended December 31, 2021, 2020, and 2019 we capitalized $0.6 million, $0.2 million, and $0.0 million respectively, of stock-based compensation as internal-use software. We did not capitalize any stock-based compensation expense to deferred costs for the years ended December 31, 2021, 2020, and 2019. The 2019 stock-based compensation includes a $6.0 million cumulative catch-up of compensation expense related to the two-tier employee stock-based awards that was recorded upon satisfaction of the performance condition on the closing date of our IPO. Stock options All options were granted with an exercise price determined by the board of directors that was equal to the estimated fair value of our common stock at the date of grant, based on the information known on the date of grant. Subject to certain exceptions defined in the Stock Incentive Plan related to an employee's termination, options generally expire on the tenth anniversary of the applicable grant date. We have issued two types of employee stock-based awards, standard and two-tier. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation based on the grant date fair value of the awards and recognize that cost using the straight-line method over the requisite service period of the award. Two-tier employee stock-based awards contained both a service-based condition and performance condition, defined as the earlier of (i) an acquisition or change in control of the company or (ii) upon the occurrence of our initial public offering. A change in control event and effective registration event was not deemed probable until consummated; accordingly, no expense was recorded related to two-tier stock-based awards until the performance condition became probable of occurring. Awards that contained both service-based and performance conditions were recognized using the accelerated attribution method once the performance condition was probable of occurring. The service-based condition is generally a service period of four years. Upon closing our IPO in 2019, we recorded cumulative share-based compensation expense of approximately $6.0 million using the accumulated attribution method for two-tier employee stock-based awards for which the service condition had been satisfied at that date. The fair value of options, which vest in accordance with service schedules, was estimated on the date of grant using the Black-Scholes option pricing model. The absence of an active market for our common stock required us to estimate the fair value of our common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. We obtained contemporaneous third-party valuations to assist in determining the estimated fair value of our common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Expected volatilities were based on historical volatilities of comparable companies. The expected term of the options was based on the simplified method outlined in the SEC Staff accounting guidance, under which we estimated the term as the average of the option’s contractual term and the option’s weighted average vesting period. The risk-free rate represented the yield on U.S. Treasury bonds with maturity equal to the expected term of the granted option. We account for forfeitures as they occur. All standard stock options outstanding at December 31, 2021 and 2020 are expected to vest according to their specific schedules. There were no stock options granted during the years ended December 31, 2021 and 2020. The fair value of our option granted during the year ended December 31, 2019 was estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Year Ended December 31, 2019 Expected volatility 43.8%-44.5% Expected term (in years) 6.3 Risk-free interest rate 2.4%-2.5% Expected dividends — A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2021, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2020 3,892,936 $ 11.58 7.0 $ 123,304,540 Options exercised (1,738,027) 11.72 Options cancelled/forfeited (39,425) 11.87 Outstanding at December 31, 2021 2,115,484 $ 11.45 5.9 $ 59,591,457 Vested and expected to vest as of December 31, 2021 2,115,484 $ 11.45 5.9 $ 59,591,457 Vested and exercisable as of December 31, 2021 1,301,262 $ 10.55 5.4 $ 37,833,348 There were no stock options granted during the years ended December 31, 2021 and 2020. The weighted-average grant-date fair value for stock options granted during the year ended December 31, 2019 was $9.31. The aggregate intrinsic value of stock options exercised was $67.0 million, $83.2 million, and $6.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2021, 2020, and 2019 was $6.8 million, $9.9 million, and $8.1 million, respectively. As of December 31, 2021, approximately $2.7 million of unrecognized compensation expense related to our stock options is expected to be recognized over a remaining weighted-average period of 0.8 years. Restricted stock units (RSUs) The service-based condition for restricted stock units (RSUs) is generally satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2021: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2021 1,839,998 $ 34.17 RSUs granted 1,641,695 50.83 RSUs vested (983,774) 38.77 RSUs forfeited (224,565) 37.94 Unvested and outstanding at December 31, 2021 2,273,354 $ 43.84 As of December 31, 2021, we had $92.3 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.7 years. Performance-based restricted stock units (PRSUs) During the year ended December 31, 2021, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals. These PRSUs will vest to the extent the applicable performance conditions are achieved for the year ended December 31, 2021, and if the individual employee continues to provide services through the vesting date of March 1, 2022. The number of PRSUs that will ultimately vest from the 2021 PRSU grants can range from 0% to 100% of the original amount granted depending on our performance during 2021 against the pre-established targets. We also granted additional executive PRSUs based on the same performance conditions described above, but with an extended four-year service condition whereby one quarter of such shares will vest on March 1, 2022, and the remainder in quarterly installments thereafter. The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2021: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2021 — $ — PRSUs granted 350,636 50.24 PRSUs forfeited (30,700) 49.86 Unvested and outstanding at December 31, 2021 319,442 $ 50.28 As of December 31, 2021, we had $2.6 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 0.4 years. Employee stock purchase plan In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. The ESPP generally provides for six-month offering periods, the exception being the first offering period. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The first offering period began on the IPO date and ended on December 31, 2019. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period or accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant dates(s)) for each calendar year. A participant may purchase the lowest of (a) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (b) 2,500 shares; or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date, except for the first offering period, for which the purchase price will be 85% of the lower of (i) the IPO price or (ii) the fair value of common stock on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 2019 Expected volatility 33.8%-40.4% 54.9%-79.8% 44.2% Expected term (in years) 0.5 0.5 0.4 Risk-free interest rate 0.1% 0.2%-1.6% 2.1% Expected dividends — — — During the year ended December 31, 2021, we issued 136,679 shares under the ESPP, with a weighted-average purchase price per share of $35.39. Total cash proceeds withheld from employees for the purchase of shares under the ESPP in 2021 were $4.8 million. As of December 31, 2021, 1,108,974 shares are reserved for future issuance under the ESPP. Restricted shares As part of the Able Health acquisition that closed on February 21, 2020, 179,392 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year of continuous service by the applicable team members and vested fully during the year ended December 31, 2021. As part of the Vitalware acquisition that closed on September 1, 2020, 203,997 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date. As of December 31, 2021, all of these restricted shares were vested. As part of the Twistle acquisition that closed on July 1, 2021, 67,939 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares are subject to one year of continuous service and shall be released on the eighteen-month anniversary of the acquisition closing date. As of December 31, 2021, we had $1.9 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be recognized over a weighted-average period of 0.5 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2021, 2020, and 2019, the income tax provision (benefit) consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current taxes: Federal $ — $ (11) $ 11 Foreign 27 (2) 10 State 209 92 81 Total current tax provision 236 79 102 Deferred taxes: Federal (5,975) (1,044) 33 State (1,159) (229) 7 Total deferred provision (benefit) (7,134) (1,273) 40 Total income tax provision (benefit) $ (6,898) $ (1,194) $ 142 A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2021 2020 2019 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State income tax, net of federal tax effect 0.6 0.1 (0.1) Federal research and development credits 2.4 3.4 17.2 Stock-based compensation 6.1 8.4 (1.5) Contingent consideration (2.7) 0.9 — Change in valuation allowance (22.9) (32.5) (36.6) Other, net (0.2) (0.3) (0.2) Effective income tax rate 4.3 % 1.0 % (0.2) % The income tax benefit of $6.9 million and $1.2 million recorded for the years ended December 31, 2021 and 2020, respectively, is primarily related to the discrete deferred tax benefits attributable to the release of a portion of the domestic valuation allowance during the respective periods. The releases of valuation allowance are attributable to the acquisition of Twistle and Able Health, which resulted in deferred tax liabilities that, upon acquisition, allowed us to reduce our domestic valuation allowance against deferred tax assets of $7.1 million and $1.3 million, respectively. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 147,674 $ 106,320 Research and development credits 27,391 22,311 Operating lease liabilities 6,044 6,788 Interest limitation carryforward 5,780 4,746 Stock-based compensation 5,430 3,344 Deferred revenue 1,153 1,505 Property and equipment 750 423 Intangible assets 571 665 Accrued expenses 416 308 Allowance for bad debt 404 305 Other 70 60 Contingent consideration — 4,882 Deferred payroll — 1,108 Total deferred income tax assets 195,683 152,765 Valuation allowance (175,545) (130,080) Net deferred income tax assets 20,138 22,685 Deferred income tax liabilities: Convertible debt (11,093) (13,864) Operating lease right-of-use assets (5,358) (6,289) Prepaid expenses (2,570) (1,928) Deferred commissions (1,102) (478) Indefinite-lived intangible assets (58) (49) Deferred contract costs (15) (126) Total deferred income tax liabilities (20,196) (22,734) Net deferred income tax liabilities $ (58) $ (49) We account for deferred taxes under ASC 740, Income Taxes , which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. We have provided a valuation allowance for our net deferred tax assets, absent differences related to intangible assets with indefinite lives, at December 31, 2021 and 2020, due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial statements for the net operating loss carryforwards and other deferred tax assets, apart from an immaterial deferred tax liability as noted previously. The net deferred income tax liability balance is recorded under Other Liabilities on the consolidated balance sheets. During the years ended December 31, 2021 and 2020, respectively, the valuation allowance increased by $45.5 million and $31.7 million, respectively. As of December 31, 2021, we had approximately $580.0 million of consolidated federal net operating loss carryforwards and $465.7 million of apportioned state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net operating loss carryforwards will begin to expire in 2032 and 2023, respectively. We have federal research and development credit carryforwards of $25.6 million and state research and development credit carryforwards of $11.0 million, which if not utilized will begin to expire in 2032 and 2025, respectively. To the extent we do not utilize our carryforwards within the applicable statutory carryforward periods, either because of ownership changes and limitations under Code Sections 382 and 383 and similar state laws or the lack of sufficient taxable income, the carryforwards will expire unused. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the "IRC"), and similar state provisions. The Company most recently performed a detailed analysis in December 2021 to determine whether an ownership change under Section 382 of the IRC had occurred or will occur. Due to pre-acquisition changes in ownership identified as part of the most recent Section 382 analysis, net operating loss carryforwards of $2.0 million will be permanently lost pursuant to Section 382, as well as federal research and development tax credit carryforwards $0.6 million will be permanently lost pursuant to Section 383. It is possible that additional limitations may arise in future years due to future changes in the ownership of the Company. We file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer subject to federal or state income tax examinations by tax authorities for tax years prior to 2018 and 2017, respectively. We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ 5,578 $ 1,816 $ 2,372 Increase (decrease) in unrecognized tax benefits taken in prior years (122) 2,228 (957) Increase in unrecognized tax benefits related to the current year 1,392 1,534 401 Ending balance $ 6,848 $ 5,578 $ 1,816 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is zero due to the valuation allowance. We do not anticipate material changes in the total amount of our unrecognized tax benefits within 12 months of the reporting date. Our policy is to accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes. However, as of December 31, 2021 and 2020, we have not accrued interest and penalties because we have net operating loss carryforwards. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. We are involved in legal proceedings from time to time that arise in the normal course of business. As of December 31, 2021, there were no significant outstanding claims against us. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2021 2020 2019 Recurring technology $ 147,446 $ 110,467 $ 83,791 One-time technology (i.e., perpetual license) 272 — 184 Professional services 94,208 78,378 70,966 Total revenue $ 241,926 $ 188,845 $ 154,941 For the years ended December 31, 2021, 2020, and 2019, 99.2%, 99.8%, and 99.7% of revenue was related to contracts with customers located in the United States. Deferred revenue includes advance customer payments and billings in excess of revenue recognized. For the year ended December 31, 2021, approximately 18% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have up to a three-year term, of which the vast majority are terminable after one year upon 90 days' notice. For arrangements that do not allow the customer to cancel within one year or less, we expect to recognize $77.0 million of revenue on unsatisfied performance obligations as of December 31, 2021. We expect to recognize approximately 80% of the remaining performance obligations over the next 24 months, with the balance recognized thereafter. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties In the past, we entered into arrangements with a customer, Mass General Brigham (formerly Partners Healthcare), where, at that time, a member of the customer’s management was a member of our board of directors. This former director served on our board from January 2018 to May 2021. He resigned from his executive position with our customer on March 31, 2021. As such, we no longer consider this customer to be a related party subsequent to March 31, 2021. We recognized $0.9 million of revenue from this customer prior to the related party relationship ending during the year ended December 31, 2021. For the years ended December 31, 2020, and 2019, we recognized $2.6 million, and $3.0 million, respectively, in revenue from this former related party. As of December 31, 2020, we had receivables of $0.6 million and deferred revenue of $0.7 million with this former related party. We didn't have any receivables or deferred revenue from related parties as of December 31, 2021. As of December 31, 2019, we also had acquisition-related consideration payable to this former related party for a prior year asset acquisition. This asset acquisition occurred prior to this entity becoming a related party. The acquisition-related consideration payable to this related party was $1.2 million as of December 31, 2019, which was paid in full during the year ended December 31, 2020. In the past we entered into revenue arrangements with customers that were also our investors. None of these customers held a significant amount of ownership in our equity interests at the time. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansWe have a 401(k) defined contribution plan covering eligible employees. Our contributions were $3.8 million, $3.2 million, and $5.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, we matched 100% of the first 3% of an employees’ 401(k) plan contributions. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments We operate our business in two operating segments that also represent our reportable segments. Our business is organized based on our technology offerings and professional services. Accordingly, our segments are: • Technology - Our technology segment (Technology) includes our data platform, analytics applications and support services. Technology generates revenues primarily from contracts that are cloud-based subscription arrangements, time-based license arrangements, and maintenance and support fees; and • Professional Services - Our professional services segment (Professional Services) is generally the combination of analytics, implementation, strategic advisory, outsource, and improvement services to deliver expertise to our customers to more fully configure and utilize the benefits of our Technology offerings. Revenues and cost of revenues generally are directly attributed to our segments. All segment revenues are from our external customers. Asset and other balance sheet information at the segment level is not reported to our Chief Operating Decision Maker. Segment revenue and Adjusted Gross Profit for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Technology $ 147,718 $ 110,467 $ 83,975 Professional Services 94,208 78,378 70,966 Total revenue $ 241,926 $ 188,845 $ 154,941 Year Ended December 31, 2021 2020 2019 Adjusted Gross Profit: Technology $ 102,326 $ 75,666 $ 56,378 Professional Services 25,544 19,358 24,494 Total reportable segments Adjusted Gross Profit 127,870 95,024 80,872 Less Adjusted Gross Profit reconciling items: Stock-based compensation (10,110) (4,256) (1,168) Acquisition-related costs, net (1) (188) — (108) Less other reconciling items: Sales and marketing (75,027) (55,411) (47,284) Research and development (62,733) (53,517) (46,252) General and administrative (85,934) (59,240) (31,713) Depreciation and amortization (37,528) (18,725) (9,212) Debt extinguishment costs — (8,514) (1,670) Interest and other expense, net (16,458) (11,572) (3,419) Net loss before income taxes $ (160,108) $ (116,211) $ (59,954) ____________________ |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events KPI Ninja, Inc. acquisition On February 24, 2022, we acquired KPI Ninja, Inc. (KPI Ninja), a leading provider of interoperability, enterprise analytics, and value-based care solutions based in Lincoln, Nebraska. KPI Ninja is known for its powerful capabilities, flexible configurations, and comprehensive applications designed to fulfill the promise of data-driven health care. We acquired all of the equity interests in KPI Ninja for preliminary gross consideration of approximately $33.0 million, consisting of $19.5 million in cash and 463,016 shares of our common stock issued on the closing date based on a reference price of $29.14 per share. The purchase price is subject to certain post-closing purchase price adjustments, including working capital adjustments, which are expected to be finalized during the first half of 2022. Given the recent timing of the closing of this business combination, we are in the process of identifying and measuring the value of the assets acquired and liabilities assumed. We plan to disclose the preliminary purchase price allocation estimates and other related information in our Form 10-Q for the quarterly period ending March 31, 2022. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentationThe accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provisions for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software and other intangible assets, fair value of financial instruments, deferred tax assets, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, and tax uncertainties. Actual results could differ from those estimates. |
Segment reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (the CODM) in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM, the Chief Executive Officer, uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. |
Net loss per share | Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Net loss attributable to common stockholders is computed as net loss less accretion of redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, shares issuable as acquisition-related contingent consideration, and purchase rights and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. Since we have the intent and ability to settle the principal amount of our convertible senior notes in cash and any excess in shares of our common stock, we use the treasury stock method for calculating any potential dilutive effect of the conversion spread on net income (loss) per share, if applicable. The conversion spread has a potentially dilutive impact when the average market price of our common stock for a given period exceeds $30.60 per share. The Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive under the treasury stock method. Prior to our IPO, we computed basic and diluted net loss per share in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to holders of common stock. Redeemable convertible preferred stock and common stock were considered participating securities for purposes of this calculation. However, the two-class method did not impact the net loss per common share attributable to common stockholders as we were in a loss position for each of the periods presented and the redeemable convertible preferred stockholders did not have a contractual obligation to participate in losses. In connection with our IPO the redeemable convertible preferred stock was converted and we no longer have participating securities. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606). We derive our revenues primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, 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, we satisfy the performance obligation. We recognize revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to customers for access to use our technology. We provide customers access to our technology through either an all-access or limited-access, modular subscription. The majority of our subscription arrangements are cloud-based and do not provide customers the right to take possession of the technology or contain a significant penalty if the customer were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the customer. Most of our subscription contracts have up to a three-year term, of which the vast majority are terminable after one year upon 90 days' notice. Subscriptions that allow the customer to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the customer. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the customer. We also have certain perpetual license arrangements. Revenue from these arrangements is recognized at a point in time upon delivery of the software. Technology revenue also includes maintenance and support revenue which generally includes bug fixes, updates, and support services. Revenue related to maintenance and support is recognized over the contract term beginning on the date that the service is made available to the customer. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, outsourcing services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our customers on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our customers. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient. Contracts with multiple performance obligations Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation method. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include customer demographics and the types of users. Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we generally use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable. Variable consideration We have also entered into at-risk and shared savings arrangements with certain customers whereby we receive variable consideration based on the achievement of measurable improvements which may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved. Contract balances Contract assets resulting from services performed prior to invoicing customers are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2021, 2020, and 2019, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $0.8 million, $1.6 million and $2.9 million, respectively. We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the customer. As of December 31, 2021, 2020, and 2019, the total of current and non-current deferred revenue on our consolidated balance sheets was $57.6 million, $49.0 million, and $32.1 million, respectively. Deferred costs We capitalize sales commissions, and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with customers, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the customer contract. As of December 31, 2021 and 2020, $1.4 million and $0.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2021 and 2020, the remaining $3.0 million and $1.4 million, respectively, of deferred contract acquisition costs are included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average customer life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average customer life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs is included within sales and marketing expense in the consolidated statements of operations. We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. As of December 31, 2021 and 2020, we had deferred contract fulfillment costs of $0.1 million and $0.5 million, respectively. Amortization of deferred fulfillment costs is included within cost of revenue in the consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded on deferred contract costs during the periods presented. Cost of revenue, excluding depreciation and amortization Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. |
Short-term investments | Short-term investments Our investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the consolidated balance sheets. |
Accounts receivable | Accounts receivableAccounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition, and our expectations of changes in macro-economic conditions, including the ongoing COVID-19 pandemic, that may impact the collectability of outstanding receivables. |
Property and Equipment | Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years |
Intangible assets | Intangible assets Intangible assets include developed technologies, customer relationships, customer contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contract backlog 2-7 years Computer software licenses 2-5 years Trademarks 1-5 years |
Goodwill | Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, customer relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the customer-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin used in the estimate for customer relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Contingent consideration liabilities | Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our consolidated financial statements. We generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential pay-out scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our consolidated balance sheets, while the portion to paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our consolidated statements of operations. |
Advertising costs | Advertising costs |
Development cost and internal-use software | Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. |
Stock-based compensation | Stock-based compensation Stock-based awards, including stock options, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however we also consider whether any adjustments are required as a result of material nonpublic information to which the market is likely to react positively upon announcement. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period, we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. The measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. |
Income taxes | Income taxes Deferred income tax balances are accounted for using the asset and liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because we have net operating loss carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of acquisition-related consideration payable, operating lease liabilities, and long-term debt approximate fair value based on interest rates available for debt with similar terms at December 31, 2021 and 2020. Money market funds and short-term investments are measured at fair value on a recurring basis. Our contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1- Quoted prices in active markets for identical assets or liabilities. • Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information. Our contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn out period utilizing various potential pay-out scenarios. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheets. We have adopted the short-term lease recognition exemption policy. All of our leasing commitments are classified either as operating leases or otherwise qualify as short-term leases with lease terms of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease contracts do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease executory costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not have lease agreements that contain non-lease components, which generally would be accounted for separately. |
Foreign Currency | Foreign currency The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity. We record foreign exchange gains and losses in interest and other expense, net. Our net foreign exchange gains and losses were not material for the periods presented. |
Accounting pronouncements adopted and Recent accounting pronouncements not yet adopted | Accounting pronouncements adopted Accounting for income taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted ASU 2019-12 as of January 1, 2021 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures. Recent accounting pronouncements not yet adopted Accounting for convertible instruments In August 2020, the FASB issued ASU 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)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity . The new standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The new standard also simplifies the diluted net income per share calculation, including a requirement to apply the if-converted method when calculating the potentially dilutive impact of convertible instruments. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021 and we intend to adopt this standard using the modified retrospective approach during the first quarter of 2022. Adoption of the new standard is expected to result in significant classification changes to our consolidated balance sheet as of January 1, 2022, including a decrease to Accumulated deficit of approximately $17.2 million and a decrease to Additional paid-in capital of approximately $61.2 million related to amounts attributable to the conversion premium that had previously been recorded in equity. We also expect to record a net increase to the convertible senior notes balance of $44.0 million due to the reclassification of the conversion premium from equity to debt. The adoption of this standard is expected to reduce our reported non-cash interest expense as we will no longer record amortization of the debt discount. As we expect continued net losses in the near term, we do not expect significant changes to our diluted net loss per share calculation presented in our consolidated statements of operations. However, applying the if-converted method instead of the net share settlement or treasury stock method, which is currently being applied, will result in a significant increase in the potentially dilutive securities related to convertible senior notes disclosed in the notes to the consolidated financial statements after adopting the new standard. There is no other significant impact expected to our consolidated financial statements and related disclosures as a result of the adoption of this standard. Accounting for business combinations In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Allowance For Accounts Receivable | We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Allowance for Credit Losses on Accounts Receivable Balance at January 1, 2021 $ 1,200 Current period provision for expected credit losses 499 Less: Write-offs, net of recoveries (99) Balance at December 31, 2021 $ 1,600 |
Schedule of Property and Equipment, Useful Life | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of December 31, 2021 2020 Computer equipment $ 9,235 $ 8,576 Leasehold improvements 10,832 8,089 Furniture and fixtures 3,715 1,734 Capitalized internal-use software costs 10,769 3,489 Computer software 198 947 Capital lease equipment — 37 Total property and equipment 34,749 22,872 Less: accumulated depreciation (11,433) (10,009) Property and equipment, net $ 23,316 $ 12,863 |
Schedule of Intangible Asset, Useful Life | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contract backlog 2-7 years Computer software licenses 2-5 years Trademarks 1-5 years As of December 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 82,729 $ (40,988) $ 41,741 Customer relationships and contracts 81,464 (21,078) 60,386 Computer software licenses 8,392 (6,590) 1,802 Trademarks 1,720 (861) 859 Total intangible assets $ 174,305 $ (69,517) $ 104,788 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 The weighted-average remaining amortization period by type of intangible assets as of December 31, 2021 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Customer relationships and contracts 5.6 Computer software licenses 1.2 Trademarks 2.7 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Twistle (in thousands): Assets acquired: Accounts receivable $ 1,106 Prepaid expenses and other assets 98 Property and equipment, net 57 Developed technologies 13,000 Customer relationships 23,700 Trademarks 20 Total assets acquired 37,981 Less liabilities assumed: Accounts payable and other current liabilities 161 Deferred revenue 900 Net deferred tax liabilities 7,142 Total liabilities assumed 8,203 Total assets acquired, net 29,778 Goodwill 62,150 Total consideration transferred, net of cash acquired $ 91,928 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Able Health (in thousands): Assets acquired: Accounts receivable $ 633 Prepaid expenses and other assets 57 Developed technologies 7,500 Customer relationships 600 Trademarks 100 Total assets acquired 8,890 Less liabilities assumed: Accounts payable and other current liabilities 91 Deferred revenue 762 Net deferred tax liabilities 1,280 Total liabilities assumed 2,133 Total assets acquired, net 6,757 Goodwill 14,725 Total consideration transferred, net of cash acquired $ 21,482 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Healthfinch (in thousands): Assets acquired: Accounts receivable $ 1,408 Prepaid expenses and other assets 347 Developed technologies 8,100 Customer relationships and contract backlog 10,000 Trademarks 200 Total assets acquired 20,055 Less liabilities assumed: Accounts payable and other current liabilities 408 Deferred revenue 2,100 Total liabilities assumed 2,508 Total assets acquired, net 17,547 Goodwill 32,960 Total consideration transferred, net of cash acquired $ 50,507 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Vitalware (in thousands): Assets acquired: Accounts receivable $ 3,220 Prepaid expenses and other assets 469 Developed technologies 18,000 Customer relationships and contract backlog 43,000 Trademarks 1,400 Total assets acquired 66,089 Less liabilities assumed: Accounts payable and other current liabilities 766 Deferred revenue 2,589 Total liabilities assumed 3,355 Total assets acquired, net 62,734 Goodwill 56,443 Total consideration transferred, net of cash acquired $ 119,177 |
Pro Forma Summary | The following table reflects our unaudited pro forma combined results of operations for years ended December 31, 2020 and 2019 as if the acquisitions of Able Health, Healthfinch, and Vitalware had taken place on January 1, 2019: Year Ended December 31, 2020 2019 Total pro forma revenues (unaudited) $ 209,409 $ 173,973 Pro forma net loss (unaudited) (124,485) (90,850) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2021 2020 2019 Recurring technology $ 147,446 $ 110,467 $ 83,791 One-time technology (i.e., perpetual license) 272 — 184 Professional services 94,208 78,378 70,966 Total revenue $ 241,926 $ 188,845 $ 154,941 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reporting Unit | Goodwill by reporting unit is as follows (in thousands): As of December 31, 2021 2020 Technology $ 169,190 $ 107,040 Professional services 782 782 Total goodwill $ 169,972 $ 107,822 |
Schedule of Intangible Assets | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Customer relationships and contract backlog 2-7 years Computer software licenses 2-5 years Trademarks 1-5 years As of December 31, 2021, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 82,729 $ (40,988) $ 41,741 Customer relationships and contracts 81,464 (21,078) 60,386 Computer software licenses 8,392 (6,590) 1,802 Trademarks 1,720 (861) 859 Total intangible assets $ 174,305 $ (69,517) $ 104,788 As of December 31, 2020, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 69,729 $ (25,293) $ 44,436 Customer relationships and contracts 57,764 (7,482) 50,282 Computer software licenses 7,359 (4,615) 2,744 Trademarks 1,700 (241) 1,459 Total intangible assets $ 136,552 $ (37,631) $ 98,921 The weighted-average remaining amortization period by type of intangible assets as of December 31, 2021 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Customer relationships and contracts 5.6 Computer software licenses 1.2 Trademarks 2.7 |
Schedule of Future Amortization Expense | As of December 31, 2021, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2022 $ 32,910 2023 23,793 2024 17,946 2025 11,568 2026 9,566 Thereafter 9,005 Total future amortization expense $ 104,788 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of December 31, 2021 2020 Computer equipment $ 9,235 $ 8,576 Leasehold improvements 10,832 8,089 Furniture and fixtures 3,715 1,734 Capitalized internal-use software costs 10,769 3,489 Computer software 198 947 Capital lease equipment — 37 Total property and equipment 34,749 22,872 Less: accumulated depreciation (11,433) (10,009) Property and equipment, net $ 23,316 $ 12,863 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Short-Term Investments Measured at Fair Value | The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2021: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 173,475 $ — $ — $ 173,475 $ 173,475 $ — Commercial paper 153,498 — — 153,498 — 153,498 Corporate bonds 71,259 — (45) 71,214 4,424 66,790 Asset-backed securities 31,509 — (43) 31,466 — 31,466 Total $ 429,741 $ — $ (88) $ 429,653 $ 177,899 $ 251,754 The following table summarizes, by major security type, our cash equivalents and short-term investments (in thousands) as of December 31, 2020: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 79,387 $ — $ — $ 79,387 $ 79,387 $ — U.S. treasury notes 59,382 7 — 59,389 — 59,389 Commercial paper 68,018 — — 68,018 — 68,018 Corporate bonds 48,494 8 (1) 48,501 — 48,501 Asset-backed securities 3,009 — — 3,009 — 3,009 Total $ 258,290 $ 15 $ (1) $ 258,304 $ 79,387 $ 178,917 The following table presents the contractual maturities of our short-term investments as of December 31, 2021 and December 31, 2020 (in thousands): As of December 31, 2021 As of December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 230,429 $ 230,372 $ 178,903 $ 178,917 Due between one and five years 21,411 21,382 — — Total $ 251,840 $ 251,754 $ 178,903 $ 178,917 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds $ 173,475 $ — $ — $ 173,475 Commercial paper — 153,498 — 153,498 Corporate bonds — 71,214 — 71,214 Asset-backed securities — 31,466 — 31,466 Contingent consideration liabilities — — (19,295) (19,295) Total $ 173,475 $ 256,178 $ (19,295) $ 410,358 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds $ 79,387 $ — $ — $ 79,387 U.S. Treasury notes 59,389 — — 59,389 Commercial paper — 68,018 — 68,018 Corporate bonds — 48,501 — 48,501 Asset-backed securities — 3,009 — 3,009 Contingent consideration liabilities — — (31,264) (31,264) Total $ 138,776 $ 119,528 $ (31,264) $ 227,040 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The recurring Level 3 fair value measurements of the contingent consideration liabilities include the other following significant inputs as of December 31, 2021: Valuation Method Fair Value Market Price of Revenue Risk Revenue Volatility Revenue-based earn-out liability Monte Carlo $19.3 million 2% 10% |
Schedule of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of the changes in the estimated fair value of the contingent consideration liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at December 31, 2020 $ 31,264 Initial contingent consideration liabilities from acquisitions (see Note 2) 2,062 Change in fair value of contingent consideration liabilities 22,717 Settlement of contingent consideration (36,748) Balance at December 31, 2021 $ 19,295 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2021 and 2020, accrued liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Accrued compensation and benefit expenses $ 17,430 $ 9,838 Other accrued liabilities 6,295 6,672 Total accrued liabilities $ 23,725 $ 16,510 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | Maturities of lease liabilities under operating leases at December 31, 2021 are as follows (in thousands): Year ending December 31: 2022 $ 3,425 2023 3,364 2024 3,073 2025 2,931 2026 2,881 Thereafter 14,163 Total lease payments 29,837 Less: Imputed interest (6,168) Total lease liability $ 23,669 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 is as follows (in thousands other than weighted average amounts): As of December 31, 2021 2020 Operating lease right-of-use assets $ 21,133 $ 24,729 Operating lease liabilities, current $ 3,425 $ 2,622 Operating lease liabilities, noncurrent 20,244 23,669 Total operating lease liabilities $ 23,669 $ 26,291 Weighted-average remaining operating lease term (years) 9.6 10.4 Weighted-average operating lease discount rate 5.0 % 5.0 % |
Convertible Senior Notes and _2
Convertible Senior Notes and Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The net carrying value of the liability component of the Notes was as follows (in thousands): As of December 31, 2021 2020 Principal $ 230,000 $ 230,000 Less: Unamortized debt discount (45,249) (56,206) Less: Unamortized issuance costs (3,809) (4,800) Net carrying amount $ 180,942 $ 168,994 The net carrying value of the equity component of the Notes was as follows (in thousands): As of December 31, 2021 2020 Proceeds allocated to the conversion option (debt discount) $ 63,270 $ 63,270 Less: Issuance costs (2,057) (2,057) Net carrying amount $ 61,213 $ 61,213 The interest expense recognized related to the Notes was as follows (in thousands): As of December 31, 2021 2020 Contractual interest expense $ 5,750 $ 4,073 Amortization of debt issuance costs and discount 11,948 7,725 Total $ 17,698 $ 11,798 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of The Calculation of Basic and Diluted Net Loss Per Share Attributable To Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (153,210) $ (115,017) $ (240,922) Denominator: Weighted-average number of shares used in calculating net loss per share attributable to common stockholders, basic and diluted 47,494,768 39,540,726 18,741,119 Net loss per share attributable to common stockholders, basic and diluted $ (3.23) $ (2.91) $ (12.86) |
Schedule of Share Totals With a Potentially Dilutive Impact | The following table contains share totals with a potentially dilutive impact: As of December 31, 2021 2020 2019 Common stock options 2,115,484 3,892,936 7,847,716 Restricted stock units 2,273,354 1,839,998 503,861 Performance-based restricted stock units 319,442 — — Shares related to convertible senior notes 2,469,624 1,281,217 — Shares issuable as acquisition-related contingent consideration 87,415 363,867 — Restricted shares 67,939 332,389 — Total potentially dilutive securities 7,333,258 7,710,407 8,351,577 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Options $ 5,276 $ 7,793 $ 14,837 Restricted stock units (RSUs) 40,345 21,469 2,034 Performance-based restricted stock units (PRSUs) 10,944 — — Employee stock purchase plan 1,511 1,856 973 Restricted shares 7,069 6,839 — Total stock-based compensation $ 65,145 $ 37,957 $ 17,844 Year Ended December 31, 2021 2020 2019 Cost of revenue $ 10,110 $ 4,256 $ 1,168 Sales and marketing 22,698 13,093 3,811 Research and development 10,213 8,069 4,841 General and administrative 22,124 12,539 8,024 Total stock-based compensation $ 65,145 $ 37,957 $ 17,844 |
Schedule of Share-based Payment Award Valuation Assumptions | The fair value of our option granted during the year ended December 31, 2019 was estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Year Ended December 31, 2019 Expected volatility 43.8%-44.5% Expected term (in years) 6.3 Risk-free interest rate 2.4%-2.5% Expected dividends — |
Schedule of Information Related to Stock Options | A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2021, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2020 3,892,936 $ 11.58 7.0 $ 123,304,540 Options exercised (1,738,027) 11.72 Options cancelled/forfeited (39,425) 11.87 Outstanding at December 31, 2021 2,115,484 $ 11.45 5.9 $ 59,591,457 Vested and expected to vest as of December 31, 2021 2,115,484 $ 11.45 5.9 $ 59,591,457 Vested and exercisable as of December 31, 2021 1,301,262 $ 10.55 5.4 $ 37,833,348 |
Schedule of Outstanding RSUs and Related Activity | The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2021: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2021 1,839,998 $ 34.17 RSUs granted 1,641,695 50.83 RSUs vested (983,774) 38.77 RSUs forfeited (224,565) 37.94 Unvested and outstanding at December 31, 2021 2,273,354 $ 43.84 The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2021: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2021 — $ — PRSUs granted 350,636 50.24 PRSUs forfeited (30,700) 49.86 Unvested and outstanding at December 31, 2021 319,442 $ 50.28 |
Schedule of Employee Stock Purchase Plan | The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 2019 Expected volatility 33.8%-40.4% 54.9%-79.8% 44.2% Expected term (in years) 0.5 0.5 0.4 Risk-free interest rate 0.1% 0.2%-1.6% 2.1% Expected dividends — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | For the years ended December 31, 2021, 2020, and 2019, the income tax provision (benefit) consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current taxes: Federal $ — $ (11) $ 11 Foreign 27 (2) 10 State 209 92 81 Total current tax provision 236 79 102 Deferred taxes: Federal (5,975) (1,044) 33 State (1,159) (229) 7 Total deferred provision (benefit) (7,134) (1,273) 40 Total income tax provision (benefit) $ (6,898) $ (1,194) $ 142 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2021 2020 2019 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State income tax, net of federal tax effect 0.6 0.1 (0.1) Federal research and development credits 2.4 3.4 17.2 Stock-based compensation 6.1 8.4 (1.5) Contingent consideration (2.7) 0.9 — Change in valuation allowance (22.9) (32.5) (36.6) Other, net (0.2) (0.3) (0.2) Effective income tax rate 4.3 % 1.0 % (0.2) % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 147,674 $ 106,320 Research and development credits 27,391 22,311 Operating lease liabilities 6,044 6,788 Interest limitation carryforward 5,780 4,746 Stock-based compensation 5,430 3,344 Deferred revenue 1,153 1,505 Property and equipment 750 423 Intangible assets 571 665 Accrued expenses 416 308 Allowance for bad debt 404 305 Other 70 60 Contingent consideration — 4,882 Deferred payroll — 1,108 Total deferred income tax assets 195,683 152,765 Valuation allowance (175,545) (130,080) Net deferred income tax assets 20,138 22,685 Deferred income tax liabilities: Convertible debt (11,093) (13,864) Operating lease right-of-use assets (5,358) (6,289) Prepaid expenses (2,570) (1,928) Deferred commissions (1,102) (478) Indefinite-lived intangible assets (58) (49) Deferred contract costs (15) (126) Total deferred income tax liabilities (20,196) (22,734) Net deferred income tax liabilities $ (58) $ (49) |
Summary of Unrecognized Tax Benefits | We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ 5,578 $ 1,816 $ 2,372 Increase (decrease) in unrecognized tax benefits taken in prior years (122) 2,228 (957) Increase in unrecognized tax benefits related to the current year 1,392 1,534 401 Ending balance $ 6,848 $ 5,578 $ 1,816 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue | Segment revenue and Adjusted Gross Profit for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Technology $ 147,718 $ 110,467 $ 83,975 Professional Services 94,208 78,378 70,966 Total revenue $ 241,926 $ 188,845 $ 154,941 |
Schedule of Segment Adjusted Gross Profit | Year Ended December 31, 2021 2020 2019 Adjusted Gross Profit: Technology $ 102,326 $ 75,666 $ 56,378 Professional Services 25,544 19,358 24,494 Total reportable segments Adjusted Gross Profit 127,870 95,024 80,872 Less Adjusted Gross Profit reconciling items: Stock-based compensation (10,110) (4,256) (1,168) Acquisition-related costs, net (1) (188) — (108) Less other reconciling items: Sales and marketing (75,027) (55,411) (47,284) Research and development (62,733) (53,517) (46,252) General and administrative (85,934) (59,240) (31,713) Depreciation and amortization (37,528) (18,725) (9,212) Debt extinguishment costs — (8,514) (1,670) Interest and other expense, net (16,458) (11,572) (3,419) Net loss before income taxes $ (160,108) $ (116,211) $ (59,954) ____________________ |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Apr. 14, 2020$ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Debt instrument, convertible, conversion price (in USD per share) | $ / shares | $ 30.60 | ||||
Term for most subscription contracts | 3 years | ||||
Allowed termination period for most subscription contracts | 1 year | ||||
Notice required for termination for most subscription contracts | 90 days | ||||
Unbilled accounts receivable | $ 800,000 | $ 1,600,000 | $ 2,900,000 | ||
Deferred revenue | 57,600,000 | 49,000,000 | 32,100,000 | ||
Deferred commissions current | 1,400,000 | ||||
Deferred contract fulfillment costs | $ 100,000 | 500,000 | |||
Deferred contract acquisition cost amortization period | 12 months | ||||
Deferred commissions non current | $ 3,000,000 | 1,400,000 | |||
Estimated period of benefit | 4 years | ||||
Impairment losses recorded on deferred contract costs | $ 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | 0 | ||
Acquisition related costs | 1,400,000 | 2,700,000 | 0 | ||
Advertising expense | 4,400,000 | 4,300,000 | $ 4,900,000 | ||
Accumulated deficit | 878,860,000 | 725,650,000 | |||
Additional paid-in capital | $ (1,400,972,000) | $ (1,001,645,000) | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Forecast | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Accumulated deficit | $ 17,200,000 | ||||
Additional paid-in capital | (61,200,000) | ||||
Convertible debt | $ 44,000,000 | ||||
Customer A | Customer concentration risk | Accounts receivable | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk (in percentage) | 10.00% | 10.00% | |||
Customer A | Customer concentration risk | Revenue | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk (in percentage) | 10.00% | 10.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Allowance for Accounts Receivable (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 1,200 |
Current period provision for expected credit losses | 499 |
Less: Write-offs, net of recoveries | (99) |
Ending balance | $ 1,600 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Capitalized internal-use software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Capitalized internal-use software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 3 years |
Minimum | Customer relationships and contract backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Minimum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Minimum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 1 year |
Maximum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 10 years |
Maximum | Customer relationships and contract backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 7 years |
Maximum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
Maximum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 01, 2020 | Jul. 31, 2020 | Feb. 21, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||
Payments to acquire business | $ 46,763 | $ 101,657 | $ 0 | |||||||
Service period (in years) | 4 years | |||||||||
Acquisition Related Fair Value Adjustments | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Profit loss | $ 9,500 | $ 30,800 | ||||||||
Restricted shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nonvested awards, period for recognition | 6 months | |||||||||
Twistle Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration | $ 91,900 | |||||||||
Payments to acquire business | 46,700 | |||||||||
Common shares issued in acquisition, at fair value | 43,100 | |||||||||
Contingent consideration | $ 2,100 | |||||||||
Interest acquired | 100.00% | |||||||||
Number of restricted shares issued (in shares) | 67,939 | |||||||||
Share based compensation retention bonus | $ 4,000 | |||||||||
Stock compensation expected to be recognized | 6,200 | |||||||||
Adjustment, increase to net deferred tax liabilities assumed and acquired goodwill | $ 300 | |||||||||
Twistle Inc | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Service period (in years) | 12 months | |||||||||
Twistle Inc | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Service period (in years) | 18 months | |||||||||
Twistle Inc | Restricted shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Service period (in years) | 1 year | |||||||||
Nonvested awards, period for recognition | 1 year | |||||||||
Able Health, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration | $ 21,500 | |||||||||
Payments to acquire business | 15,200 | |||||||||
Common shares issued in acquisition, at fair value | 3,300 | |||||||||
Contingent consideration | $ 3,000 | |||||||||
Interest acquired | 100.00% | |||||||||
Number of restricted shares issued (in shares) | 179,392 | |||||||||
Issuance of common stock as acquisition consideration (in shares) | 21,387 | |||||||||
Able Health, Inc. | Restricted shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Service period (in years) | 1 year | |||||||||
RSUs granted (in shares) | 60,000 | |||||||||
Vesting period | 1 year | |||||||||
Able Health, Inc. | Restricted Shares Pursuant To Acquisition Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 2 years | |||||||||
Vesting percent | 50.00% | |||||||||
Able Health, Inc. | Restricted Shares Pursuant To Acquisition Agreement | Vesting monthly over one year | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Healthfinch, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration | $ 50,500 | |||||||||
Payments to acquire business | 16,900 | |||||||||
Common shares issued in acquisition, at fair value | 27,800 | |||||||||
Contingent consideration | $ 5,800 | |||||||||
Interest acquired | 100.00% | |||||||||
Healthfinch, Inc | Revenue Based Earn Out Performance Targets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Issuance of common stock as acquisition consideration (in shares) | 78,243 | |||||||||
Payment for contingent consideration liability percentage | 50.00% | |||||||||
Payment for contingent consideration liability, investing activities | $ 1,700 | |||||||||
Vitalware LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration | $ 119,200 | |||||||||
Payments to acquire business | 69,600 | |||||||||
Common shares issued in acquisition, at fair value | $ 41,300 | |||||||||
Contingent consideration | $ 8,300 | |||||||||
Interest acquired | 100.00% | |||||||||
Number of restricted shares issued (in shares) | 203,997 | |||||||||
Common stock additional shares (in shares) | 203,997 | |||||||||
Vitalware LLC | Revenue Based Earn Out Performance Targets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Issuance of common stock as acquisition consideration (in shares) | 309,458 | |||||||||
Payment for contingent consideration liability, investing activities | $ 15,000 | |||||||||
Vitalware LLC | Restricted shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Vesting percent | 25.00% | |||||||||
Vitalware LLC | Restricted shares | Vesting monthly over one year | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Vesting percent | 75.00% | |||||||||
Vesting term | 12 months | |||||||||
Customer relationships | Twistle Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 7 years | |||||||||
Customer relationships | Able Health, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 6 years | |||||||||
Customer relationships | Healthfinch, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 7 years | |||||||||
Customer relationships | Vitalware LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 7 years | |||||||||
Developed technologies | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 3 years | |||||||||
Developed technologies | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 10 years | |||||||||
Developed technologies | Twistle Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 3 years | |||||||||
Developed technologies | Able Health, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 3 years | |||||||||
Developed technologies | Healthfinch, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 3 years | |||||||||
Developed technologies | Vitalware LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 4 years | |||||||||
Trademarks | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 1 year | |||||||||
Trademarks | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 5 years | |||||||||
Trademarks | Twistle Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 1 year | |||||||||
Trademarks | Able Health, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 2 years | |||||||||
Trademarks | Healthfinch, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 2 years | |||||||||
Trademarks | Vitalware LLC | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 2 years | |||||||||
Trademarks | Vitalware LLC | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 5 years | |||||||||
Contract Backlogs | Vitalware LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated useful life (in years) | 2 years |
Business Combinations - Summary
Business Combinations - Summary of Acquisition-Date Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 | Sep. 01, 2020 | Jul. 31, 2020 | Feb. 21, 2020 |
Less liabilities assumed: | ||||||
Goodwill | $ 169,972 | $ 107,822 | ||||
Twistle Inc | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 1,106 | |||||
Prepaid expenses and other assets | 98 | |||||
Property and equipment, net | 57 | |||||
Total assets acquired | 37,981 | |||||
Less liabilities assumed: | ||||||
Accounts payable and other current liabilities | 161 | |||||
Deferred revenue | 900 | |||||
Net deferred tax liabilities | 7,142 | |||||
Total liabilities assumed | 8,203 | |||||
Total assets acquired, net | 29,778 | |||||
Goodwill | 62,150 | |||||
Total consideration transferred, net of cash acquired | 91,928 | |||||
Twistle Inc | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 13,000 | |||||
Twistle Inc | Customer relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 23,700 | |||||
Twistle Inc | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 20 | |||||
Able Health, Inc. | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 633 | |||||
Prepaid expenses and other assets | 57 | |||||
Total assets acquired | 8,890 | |||||
Less liabilities assumed: | ||||||
Accounts payable and other current liabilities | 91 | |||||
Deferred revenue | 762 | |||||
Net deferred tax liabilities | 1,280 | |||||
Total liabilities assumed | 2,133 | |||||
Total assets acquired, net | 6,757 | |||||
Goodwill | 14,725 | |||||
Total consideration transferred, net of cash acquired | 21,482 | |||||
Able Health, Inc. | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 7,500 | |||||
Able Health, Inc. | Customer relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 600 | |||||
Able Health, Inc. | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 100 | |||||
Healthfinch, Inc | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 1,408 | |||||
Prepaid expenses and other assets | 347 | |||||
Total assets acquired | 20,055 | |||||
Less liabilities assumed: | ||||||
Accounts payable and other current liabilities | 408 | |||||
Deferred revenue | 2,100 | |||||
Total liabilities assumed | 2,508 | |||||
Total assets acquired, net | 17,547 | |||||
Goodwill | 32,960 | |||||
Total consideration transferred, net of cash acquired | 50,507 | |||||
Healthfinch, Inc | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 8,100 | |||||
Healthfinch, Inc | Customer relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 10,000 | |||||
Healthfinch, Inc | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 200 | |||||
Vitalware LLC | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 3,220 | |||||
Prepaid expenses and other assets | 469 | |||||
Total assets acquired | 66,089 | |||||
Less liabilities assumed: | ||||||
Accounts payable and other current liabilities | 766 | |||||
Deferred revenue | 2,589 | |||||
Total liabilities assumed | 3,355 | |||||
Total assets acquired, net | 62,734 | |||||
Goodwill | 56,443 | |||||
Total consideration transferred, net of cash acquired | 119,177 | |||||
Vitalware LLC | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 18,000 | |||||
Vitalware LLC | Customer relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 43,000 | |||||
Vitalware LLC | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 1,400 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total pro forma revenues (unaudited) | $ 209,409 | $ 173,973 |
Pro forma net loss (unaudited) | $ (124,485) | $ (90,850) |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 241,926 | $ 188,845 | $ 154,941 |
Recurring technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 147,446 | 110,467 | 83,791 | |
One-time technology (i.e., perpetual license) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 272 | 0 | 184 | |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 94,208 | $ 78,378 | $ 70,966 |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographic Concentration Risk | Revenue from contract with customer benchmark | UNITED STATES | |||
Disaggregation of Revenue [Line Items] | |||
Revenue related to contracts with customers (percentage) | 99.20% | 99.80% | 99.70% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of operating segments | 2 | ||
Number of reportable segments | 2 | ||
Amortization of intangible assets | $ | $ 32 | $ 15.9 | $ 6.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Goodwill | $ 169,972 | $ 107,822 |
Technology | ||
Goodwill [Line Items] | ||
Goodwill | 169,190 | 107,040 |
Professional services | ||
Goodwill [Line Items] | ||
Goodwill | $ 782 | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 174,305 | $ 136,552 |
Accumulated Amortization | (69,517) | (37,631) |
Total future amortization expense | 104,788 | 98,921 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 82,729 | 69,729 |
Accumulated Amortization | (40,988) | (25,293) |
Total future amortization expense | 41,741 | 44,436 |
Customer relationships and contract backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 81,464 | 57,764 |
Accumulated Amortization | (21,078) | (7,482) |
Total future amortization expense | 60,386 | 50,282 |
Computer software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 8,392 | 7,359 |
Accumulated Amortization | (6,590) | (4,615) |
Total future amortization expense | 1,802 | 2,744 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,720 | 1,700 |
Accumulated Amortization | (861) | (241) |
Total future amortization expense | $ 859 | $ 1,459 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Remaining Amortization Period (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 8 months 12 days |
Customer relationships and contract backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 5 years 7 months 6 days |
Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 1 year 2 months 12 days |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 8 months 12 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 32,910 | |
2023 | 23,793 | |
2024 | 17,946 | |
2025 | 11,568 | |
2026 | 9,566 | |
Thereafter | 9,005 | |
Total future amortization expense | $ 104,788 | $ 98,921 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,749 | $ 22,872 |
Less: accumulated depreciation | (11,433) | (10,009) |
Property and equipment, net | 23,316 | 12,863 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,235 | 8,576 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 10,832 | 8,089 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,715 | 1,734 |
Capitalized internal-use software costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 10,769 | 3,489 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 198 | 947 |
Capital lease equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 37 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5.5 | $ 2.9 | $ 2.9 |
Capitalized internal-use software | 7.3 | 1.6 | 0.4 |
Capitalized internal use software cost amortization expense | $ 2.4 | $ 0.7 | $ 0.5 |
Short-term Investments - Cash E
Short-term Investments - Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 429,741 | $ 258,290 |
Unrealized Gains | 0 | 15 |
Unrealized Losses | (88) | (1) |
Available for sale securities | 429,653 | 258,304 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 177,899 | 79,387 |
Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 251,840 | 178,903 |
Available for sale securities | 251,754 | 178,917 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 173,475 | 79,387 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Available for sale securities | 173,475 | 79,387 |
Money market funds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 173,475 | 79,387 |
Money market funds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 59,382 | |
Unrealized Gains | 7 | |
Unrealized Losses | 0 | |
Available for sale securities | 59,389 | |
U.S. Treasury notes | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | |
U.S. Treasury notes | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 59,389 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 153,498 | 68,018 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Available for sale securities | 153,498 | 68,018 |
Commercial paper | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
Commercial paper | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 153,498 | 68,018 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 71,259 | 48,494 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | (45) | (1) |
Available for sale securities | 71,214 | 48,501 |
Corporate bonds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 4,424 | 0 |
Corporate bonds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 66,790 | 48,501 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 31,509 | 3,009 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (43) | 0 |
Available for sale securities | 31,466 | 3,009 |
Asset-backed securities | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
Asset-backed securities | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | $ 31,466 | $ 3,009 |
Short-term Investments - Short-
Short-term Investments - Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Amortized Cost | $ 429,741 | $ 258,290 |
Fair Value | ||
Fair Value | 429,653 | 258,304 |
Short-term Investments | ||
Amortized Cost | ||
Amortized cost, due within one year | 230,429 | 178,903 |
Amortized cost, due between one and five years | 21,411 | 0 |
Amortized Cost | 251,840 | 178,903 |
Fair Value | ||
Fair value, due within one year | 230,372 | 178,917 |
Fair value, due between one and five years | 21,382 | 0 |
Fair Value | $ 251,754 | $ 178,917 |
Short-term Investments - Narrat
Short-term Investments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Interest receivable | $ 0.8 | $ 0.5 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | $ 429,653 | $ 258,304 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 173,475 | 79,387 |
U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 59,389 | |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 153,498 | 68,018 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 71,214 | 48,501 |
Asset-backed securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 31,466 | 3,009 |
Fair value, recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liabilities | (19,295) | (31,264) |
Total | 410,358 | 227,040 |
Fair value, recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liabilities | 0 | 0 |
Total | 173,475 | 138,776 |
Fair value, recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liabilities | 0 | 0 |
Total | 256,178 | 119,528 |
Fair value, recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liabilities | (19,295) | (31,264) |
Total | (19,295) | (31,264) |
Fair value, recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 173,475 | 79,387 |
Fair value, recurring | Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 173,475 | 79,387 |
Fair value, recurring | Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair value, recurring | Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair value, recurring | U.S. Treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 59,389 | |
Fair value, recurring | U.S. Treasury notes | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 59,389 | |
Fair value, recurring | U.S. Treasury notes | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | |
Fair value, recurring | U.S. Treasury notes | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | |
Fair value, recurring | Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 153,498 | 68,018 |
Fair value, recurring | Commercial paper | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Commercial paper | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 153,498 | 68,018 |
Fair value, recurring | Commercial paper | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 71,214 | 48,501 |
Fair value, recurring | Corporate bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Corporate bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 71,214 | 48,501 |
Fair value, recurring | Corporate bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Asset-backed securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 31,466 | 3,009 |
Fair value, recurring | Asset-backed securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Asset-backed securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 31,466 | 3,009 |
Fair value, recurring | Asset-backed securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 14, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amount borrowed | $ 1,000 | ||||
Fair Value | $ 19,300,000 | ||||
Impairment of lease-related assets | $ 1,800,000 | $ 1,800,000 | $ 0 | $ 0 | |
Twistle Inc | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Number of shares issuable, contingent consideration (in shares) | 65,000,000 | ||||
Contingent consideration paid in a combination cash | 20.00% | ||||
Contingent consideration paid in a combination shares | 80.00% | ||||
Healthfinch, Inc | Revenue Based Earn Out Performance Targets | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Payment for contingent consideration liability, investing activities | $ 1,700,000 | ||||
Issuance of common stock as acquisition consideration (in shares) | 78,243 | ||||
Level 3 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value | $ 20,800,000 | ||||
Senior Notes Due2025 | Convertible Notes Payable | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Principal | 230,000,000 | $ 230,000,000 | |||
Amount borrowed | $ 335,700,000 | $ 230,000,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration Liabilities (Details) $ in Millions | Dec. 31, 2021USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value | $ 19.3 |
Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value | $ 20.8 |
Level 3 | Market Price of Revenue Risk | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Revenue-based earn-out liability | 0.02 |
Level 3 | Revenue Volatility | Minimum | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Revenue-based earn-out liability | 0.10 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Contingent Consideration (Details) - Shares issuable as acquisition-related contingent consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |
Fair value, measurement with unobservable inputs, beginning balance | $ 31,264 |
Initial contingent consideration liabilities from acquisitions | 2,062 |
Change in fair value of contingent consideration liabilities | 22,717 |
Settlement of contingent consideration | (36,748) |
Fair value, measurement with unobservable inputs, ending balance | $ 19,295 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefit expenses | $ 17,430 | $ 9,838 |
Other accrued liabilities | 6,295 | 6,672 |
Total accrued liabilities | $ 23,725 | $ 16,510 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Aug. 31, 2020USD ($)ft² | Jun. 30, 2020USD ($)ft² | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Future lease payments | $ 31,700 | ||||||
Lease term | 11 years | ||||||
Net rentable area | ft² | 53,297 | 64,910 | |||||
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 10,800 | $ 13,000 | $ 0 | $ 24,456 | $ 581 | ||
Additional future lease payments | $ 2,800 | ||||||
Sublease, initial term | 2 years | ||||||
Sublease, option to extend, term | 2 years | ||||||
Impairment of lease-related assets | $ 1,800 | 1,800 | 0 | 0 | |||
Right Of Use Asset | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Impairment of lease-related assets | $ 1,300 | ||||||
Leasehold Improvements And Furniture And Fixtures | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Impairment of lease-related assets | $ 500 | ||||||
Long-term leases with terms of greater than 12 months | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease expense | 3,600 | 4,300 | 3,200 | ||||
Short-term leases with terms of 12 months or less | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease expense | $ 100 | $ 200 | $ 200 | ||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lessee, operating lease, renewal term | 1 year | ||||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lessee, operating lease, renewal term | 5 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 3,425 | |
2023 | 3,364 | |
2024 | 3,073 | |
2025 | 2,931 | |
2026 | 2,881 | |
Thereafter | 14,163 | |
Total lease payments | 29,837 | |
Less: Imputed interest | (6,168) | |
Total lease liability | $ 23,669 | $ 26,291 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 21,133 | $ 24,729 |
Operating lease liabilities, current | 3,425 | 2,622 |
Operating lease liabilities, noncurrent | 20,244 | 23,669 |
Total operating lease liabilities | $ 23,669 | $ 26,291 |
Weighted-average remaining operating lease term (years) | 9 years 7 months 6 days | 10 years 4 months 24 days |
Weighted-average operating lease discount rate (in percentage) | 5.00% | 5.00% |
Convertible Senior Notes and _3
Convertible Senior Notes and Credit Facilities - Narrative (Details) | Apr. 14, 2020USD ($)day$ / sharesshares | Apr. 09, 2020USD ($) | Feb. 06, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 08, 2020$ / instrument |
Line of Credit Facility [Line Items] | ||||||||
Amount borrowed | $ 1,000 | |||||||
Debt instrument, convertible, conversion price (in USD per share) | $ / shares | $ 30.60 | |||||||
Share price (in USD per share) | $ / shares | $ 39.62 | |||||||
Loss on extinguishment of debt | $ 0 | $ (8,514,000) | $ (1,670,000) | |||||
Cash Flow Hedging | Capped Call | Designated as Hedging Instrument | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Derivative, cost of hedge | $ 21,700,000 | |||||||
Derivative, cap price (in USD per share) | $ / instrument | 42 | |||||||
Convertible Notes Payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible debt liability component fair value disclosure | $ 63,300,000 | |||||||
Senior Notes Due2025 | Convertible Notes Payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds allocated to the conversion option (debt discount) | $ 230,000,000 | 63,270,000 | $ 63,270,000 | |||||
Basis rate (in percentage) | 2.50% | |||||||
Proceeds from issuance of debt | $ 222,500,000 | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||
Number of shares issued in conversion (in shares) | shares | 0.00326797 | |||||||
Amount borrowed | $ 230,000,000 | $ 335,700,000 | ||||||
Debt instrument, convertible, conversion price (in USD per share) | $ / shares | $ 30.60 | $ 30.60 | ||||||
Convertible debt liability component fair value disclosure | $ 166,700,000 | |||||||
Debt issuance cost gross liability component | 5,500,000 | |||||||
Debt issuance cost gross equity component | $ 2,100,000 | |||||||
If-converted value of Notes | $ 67,800,000 | |||||||
Senior Notes Due2025 | Convertible Notes Payable | Measurement Input, Discount Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 0.10 | |||||||
Senior Notes Due2025 | Convertible Notes Payable | Debt Instrument Convertible Sale Price Of Stock Threshold | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 98.00% | |||||||
Debt instrument, convertible, threshold trading days | day | 5 | |||||||
OrbiMed Royalty Opportunities II, LP | Senior Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amount borrowed | $ 80,000,000 | |||||||
Current borrowing capacity | 50,000,000 | |||||||
Additional borrowing capacity available | 30,000,000 | |||||||
Payments of financing costs | 2,400,000 | |||||||
Debt issuance costs | 300,000 | |||||||
Debt covenant on minimum requirement on technology revenue for 12 months to borrow 1 | 60,000,000 | |||||||
Debt covenant on minimum requirement on technology revenue for 12 months to borrow 2 | $ 80,000,000 | |||||||
Exit fee | 5.00% | |||||||
Exit fee term | 48 months | |||||||
Repayments of debt | $ 57,000,000 | |||||||
Loss on extinguishment of debt | $ 8,500,000 | |||||||
Debt discount and issuance cost | 1,500,000 | |||||||
Debt instrument, fee amount | $ 7,000,000 | |||||||
Minimum | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis rate (in percentage) | 10.00% | |||||||
Debt covenant borrowing capacity based on technology revenue | $ 25,000,000 | |||||||
Debt instrument exit fee paid early term | 9.00% | |||||||
Maximum | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt covenant borrowing capacity based on technology revenue | $ 10,000,000 | |||||||
Debt covenant borrowing capacity based on technology revenue | $ 30,000,000 | |||||||
LIBOR | OrbiMed Royalty Opportunities II, LP | Senior Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Contractual interest rate- basis spread on variable rate (in percentage) | 7.50% |
Convertible Senior Notes and _4
Convertible Senior Notes and Credit Facilities - Net Carrying Value Of The Liability Component (Details) - Senior Notes Due2025 - Convertible Notes Payable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Principal | $ 230,000 | $ 230,000 |
Less: Unamortized debt discount | (45,249) | (56,206) |
Less: Unamortized issuance costs | (3,809) | (4,800) |
Net carrying amount | $ 180,942 | $ 168,994 |
Convertible Senior Notes and _5
Convertible Senior Notes and Credit Facilities - Net Carrying Value Of The Equity Component (Details) - Senior Notes Due2025 - Convertible Notes Payable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
Line of Credit Facility [Line Items] | |||
Proceeds allocated to the conversion option (debt discount) | $ 63,270 | $ 63,270 | $ 230,000 |
Less: Issuance costs | (2,057) | (2,057) | |
Net carrying amount | $ 61,213 | $ 61,213 |
Convertible Senior Notes and _6
Convertible Senior Notes and Credit Facilities - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | |||
Amortization of debt discount and issuance costs | $ 11,948 | $ 8,054 | $ 1,081 |
Senior Notes Due2025 | Convertible Notes Payable | |||
Line of Credit Facility [Line Items] | |||
Contractual interest expense | 5,750 | 4,073 | |
Amortization of debt discount and issuance costs | 11,948 | 7,725 | |
Total | $ 17,698 | $ 11,798 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 29, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Redeemable convertible preferred stock, additional shares authorized (in shares) | 1,077,587 | |||
Redeemable preferred stock issued during period | $ 12,100 | |||
Issuance costs | $ 0 | $ 0 | $ 4,610 | |
Temporary equity, carrying amount, attributable to parent | $ 602,700 | |||
Designated Series F redeemable convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 437,787 | |||
Issuance costs | $ 100 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Issuance costs | $ 4,600 | |||
Redeemable convertible preferred stock shares issued (in shares) | 23,151,481 | |||
Number of shares of common stock upon IPO (in shares) | 1 | |||
Sale of stock, price per share (in USD per share) | $ 26 | $ 26 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 29, 2019USD ($)$ / sharesshares | Jul. 10, 2019 | Aug. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2019USD ($) | Dec. 31, 2021USD ($)voteclass$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | Oct. 31, 2017USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||||||
Number of classes | class | 3 | ||||||||
Board of director term | 3 years | ||||||||
Preferred stock issued (in shares) | 0 | 0 | |||||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||||
Preferred stock, shares issued (in shares) | 52,690,019 | 43,709,237 | |||||||
Shares outstanding (in shares) | 52,690,019 | 43,709,237 | |||||||
Shares issued to former employees with notes determined to be nonrecourse (in shares) | 332,389 | ||||||||
Vote of stockholders | vote | 1 | ||||||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | $ | $ 245,180 | $ 0 | $ 194,649 | ||||||
Payments of Stock Issuance Costs | $ | 0 | 0 | 4,610 | ||||||
Shares issued upon conversion (in shares) | 23,151,481 | ||||||||
Conversion ratio | 1 | ||||||||
Stock split conversion ratio | 0.5 | ||||||||
Loss on extinguishment of debt | $ | $ 0 | $ 8,514 | $ 1,670 | ||||||
Secondary Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,882,075 | ||||||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 53 | ||||||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | $ | $ 245,200 | ||||||||
Over-Allotment Option | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,050,000 | 636,792 | |||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 8,050,000 | ||||||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 26 | $ 26 | |||||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | $ | $ 194,600 | ||||||||
Payments of Stock Issuance Costs | $ | $ 4,600 | ||||||||
Common stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares outstanding (in shares) | 52,622,080 | 43,376,848 | 36,678,854 | 4,779,356 | |||||
Shares issued upon conversion (in shares) | 23,151,481 | ||||||||
Mezzanine loan and security agreement | Common stock warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Shares of common stock (in shares) | 255,336 | ||||||||
Warrants and rights outstanding, term | 10 years | ||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 10.66 | ||||||||
Deferred financing costs | $ | $ 1,600 | ||||||||
Debt conversion, converted instrument, warrants or options issued (in shares) | 255,336 | ||||||||
Mezzanine loan and security agreement | Unamortized portion of the debt discount | |||||||||
Class of Stock [Line Items] | |||||||||
Loss on extinguishment of debt | $ | $ 1,000 | ||||||||
Mezzanine loan and security agreement | Common stock | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of stock, shares issued (in shares) | 189,959 | ||||||||
Vitalware LLC | Able Health, Inc. | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 67,939 | ||||||||
Shares outstanding (in shares) | 67,939 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (153,210) | $ (115,017) | $ (240,922) |
Denominator: | |||
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, basic (in shares) | 47,494,768 | 39,540,726 | 18,741,119 |
Weighted-average shares outstanding used in calculating net loss per share attributable to common stockholders, diluted (in shares) | 47,494,768 | 39,540,726 | 18,741,119 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (3.23) | $ (2.91) | $ (12.86) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (3.23) | $ (2.91) | $ (12.86) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 7,333,258 | 7,710,407 | 8,351,577 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 2,115,484 | 3,892,936 | 7,847,716 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 2,273,354 | 1,839,998 | 503,861 |
Performance-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 319,442 | 0 | 0 |
Shares related to convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 2,469,624 | 1,281,217 | 0 |
Shares issuable as acquisition-related contingent consideration | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 87,415 | 363,867 | 0 |
Restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares with a potentially dilutive impact (in shares) | 67,939 | 332,389 | 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | Dec. 31, 2021$ / shares | Apr. 14, 2020$ / shares | Apr. 08, 2020$ / instrument |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt instrument, convertible, conversion price (in USD per share) | $ 30.60 | ||
Capped Call | Cash Flow Hedging | Designated as Hedging Instrument | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Derivative, cap price (in USD per share) | $ / instrument | 42 | ||
Senior Notes Due2025 | Convertible Notes Payable | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt instrument, convertible, conversion price (in USD per share) | $ 30.60 | $ 30.60 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | Jul. 01, 2021 | Sep. 01, 2020 | Feb. 21, 2020 | Jul. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 1,108,974 | |||||||
Stock-based compensation capitalized as internal use software | $ 636,000 | $ 181,000 | $ 0 | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | |||||
Service period (in years) | 4 years | |||||||
Options granted (in shares) | 0 | 0 | ||||||
Weighted-average grant date fair value of option (in USD per share) | $ 9.31 | |||||||
Shares exercised in period | $ 67,000,000 | $ 83,200,000 | $ 6,500,000 | |||||
Total grant-date fair value of stock options vested | 6,800,000 | $ 9,900,000 | $ 8,100,000 | |||||
Nonvested award options, unrecognized compensation expense | $ 2,700,000 | |||||||
Able Health, Inc. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 179,392 | |||||||
Vitalware LLC | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 203,997 | |||||||
Twistle Inc | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 67,939 | |||||||
Twistle Inc | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 12 months | |||||||
Twistle Inc | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 18 months | |||||||
Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested awards, period for recognition | 9 months 18 days | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 4 years | |||||||
Nonvested awards, period for recognition | 2 years 8 months 12 days | |||||||
Vesting period | 1 year | |||||||
Unrecognized stock-based compensation expense | $ 92,300,000 | |||||||
Employee stock purchase plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for grant (in shares) | 750,000 | |||||||
Total grant-date fair value of stock options vested | $ 4,800,000 | |||||||
Amount of shares to be increased by (in shares) | 750,000 | |||||||
Offering period | 6 months | |||||||
Maximum employee subscription rate (in percentage) | 15.00% | |||||||
Maximum purchase value during offering Period per employee | $ 25,000 | |||||||
Maximum purchased shares allowed (in shares) | 2,500 | |||||||
Purchase price of common stock (in percentage) | 85.00% | |||||||
Shares issued in period (in shares) | 136,679 | |||||||
Per share weighted average price of shares purchased (in USD per share) | $ 35.39 | |||||||
Restricted shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested awards, period for recognition | 6 months | |||||||
Unrecognized stock-based compensation expense | $ 1,900,000 | |||||||
Restricted shares | Able Health, Inc. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 1 year | |||||||
Vesting period | 1 year | |||||||
Restricted shares | Vitalware LLC | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
Vesting percent | 25.00% | |||||||
Restricted shares | Vitalware LLC | Vesting monthly over one year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
Vesting percent | 75.00% | |||||||
Restricted shares | Twistle Inc | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 1 year | |||||||
Nonvested awards, period for recognition | 1 year | |||||||
Acquisition date anniversary, release of shares | 18 months | |||||||
Performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period (in years) | 4 years | |||||||
Nonvested awards, period for recognition | 4 months 24 days | |||||||
Unrecognized stock-based compensation expense | $ 2,600,000 | |||||||
Performance-based restricted stock units | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 0.00% | |||||||
Performance-based restricted stock units | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 100.00% | |||||||
Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for grant (in shares) | 15,294,920 | 13,109,459 | 11,272,878 | |||||
Shares available for grant (in shares) | 2,969,638 | 2,481,818 | 2,309,370 | |||||
Stock Incentive Plan | Performance shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cumulative catch-up compensation expense | $ 6,000,000 | $ 6,000,000 | ||||||
Stock Incentive Plan 2019 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for grant (in shares) | 2,500,000 | 2,185,461 | ||||||
Stock Incentive Plan 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized for grant (in shares) | 2,756,607 | |||||||
Number of additional shares authorized (in shares) | 256,607 | |||||||
Percentage increase of the number of common stock shares (in percentage) | 5.00% |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 65,145 | $ 37,957 | $ 17,844 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,110 | 4,256 | 1,168 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 22,698 | 13,093 | 3,811 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,213 | 8,069 | 4,841 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 22,124 | 12,539 | 8,024 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 5,276 | 7,793 | 14,837 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 40,345 | 21,469 | 2,034 |
Performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,944 | 0 | 0 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,511 | 1,856 | 973 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,069 | $ 6,839 | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months 18 days |
Expected dividends | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 43.80% |
Risk-free interest rate | 2.40% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 44.50% |
Risk-free interest rate | 2.50% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Time-Based Option Shares | ||
Outstanding at beginning or period (in shares) | 3,892,936 | |
Options exercised (in shares) | (1,738,027) | |
Options cancelled/forfeited (in shares) | (39,425) | |
Outstanding at end of period (in shares) | 2,115,484 | 3,892,936 |
Vested and expected to vest (in shares) | 2,115,484 | |
Vested and exercisable (in shares) | 1,301,262 | |
Weighted Average Exercise Price | ||
Options outstanding, beginning balance, weighted-average exercise price, beginning balance (in USD per share) | $ 11.58 | |
Options exercised, weighted-average exercise price (in USD per share) | 11.72 | |
Options cancelled/forfeited, weighted-average exercise price, (in USD per share) | 11.87 | |
Options outstanding, ending balance, weighted-average exercise price, ending balance (in USD per share) | 11.45 | $ 11.58 |
Vested and expected to vest (in USD per share) | 11.45 | |
Vested and exercisable (in USD per share) | $ 10.55 | |
Weighted Average Remaining Contractual Life in Years | ||
Option shares outstanding, weighted average remaining contractual life | 5 years 10 months 24 days | 7 years |
Vested and expected to vest, weighted average remaining contractual life | 5 years 10 months 24 days | |
Vested and exercisable, weighted average remaining contractual life | 5 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Option shares outstanding, aggregate intrinsic value | $ 59,591,457 | $ 123,304,540 |
Option shares vested and expected to vest, aggregate intrinsic value | 59,591,457 | |
Option shares vested and exercisable, aggregate intrinsic value | $ 37,833,348 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted stock units | |
Restricted Stock Units | |
Unvested and outstanding, beginning balance (in shares) | shares | 1,839,998 |
RSUs granted (in shares) | shares | 1,641,695 |
RSUs vested (in shares) | shares | (983,774) |
RSUs forfeited (in shares) | shares | (224,565) |
Unvested and outstanding, ending balance (in shares) | shares | 2,273,354 |
Weighted Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance (in USD per share) | $ / shares | $ 34.17 |
RSUs granted (in USD per share) | $ / shares | 50.83 |
RSUs vested (in USD per share) | $ / shares | 38.77 |
RSUs forfeited (in USD per share) | $ / shares | 37.94 |
Unvested and outstanding, ending balance (in USD per share) | $ / shares | $ 43.84 |
Performance-based restricted stock units | |
Restricted Stock Units | |
Unvested and outstanding, beginning balance (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 350,636 |
RSUs forfeited (in shares) | shares | (30,700) |
Unvested and outstanding, ending balance (in shares) | shares | 319,442 |
Weighted Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance (in USD per share) | $ / shares | $ 0 |
RSUs granted (in USD per share) | $ / shares | 50.24 |
RSUs forfeited (in USD per share) | $ / shares | 49.86 |
Unvested and outstanding, ending balance (in USD per share) | $ / shares | $ 50.28 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months 18 days | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 43.80% | ||
Risk-free interest rate | 2.40% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 44.50% | ||
Risk-free interest rate | 2.50% | ||
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 44.20% | ||
Expected term (in years) | 6 months | 6 months | 4 months 24 days |
Risk-free interest rate | 2.10% | ||
Expected dividends | $ 0 | $ 0 | $ 0 |
Employee stock purchase plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 33.80% | 54.90% | |
Risk-free interest rate | 0.20% | ||
Employee stock purchase plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (in percentage) | 40.40% | 79.80% | |
Risk-free interest rate | 0.10% | 1.60% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current taxes: | |||
Federal | $ 0 | $ (11) | $ 11 |
Foreign | 27 | (2) | 10 |
State | 209 | 92 | 81 |
Total current tax provision | 236 | 79 | 102 |
Deferred taxes: | |||
Federal | (5,975) | (1,044) | 33 |
State | (1,159) | (229) | 7 |
Total deferred provision (benefit) | (7,134) | (1,273) | 40 |
Total income tax provision (benefit) | $ (6,898) | $ (1,194) | $ 142 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rates | 21.00% | 21.00% | 21.00% |
State income tax, net of federal tax effect | 0.60% | 0.10% | (0.10%) |
Federal research and development credits | 2.40% | 3.40% | 17.20% |
Stock-based compensation | 6.10% | 8.40% | (1.50%) |
Contingent consideration | (2.70%) | 0.90% | 0.00% |
Change in valuation allowance | (22.90%) | (32.50%) | (36.60%) |
Other, net | (0.20%) | (0.30%) | (0.20%) |
Effective income tax rate | 4.30% | 1.00% | (0.20%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit | $ 6,898 | $ 1,194 | $ (142) |
Deferred tax asset change in valuation allowance | 7,100 | 1,300 | |
Change in valuation allowance | 45,500 | $ 31,700 | |
Net operating loss carryforwards | 2,000 | ||
Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 600 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 580,000 | ||
Federal | Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 25,600 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 465,700 | ||
State | Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 11,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 147,674 | $ 106,320 |
Research and development credits | 27,391 | 22,311 |
Operating lease liabilities | 6,044 | 6,788 |
Interest limitation carryforward | 5,780 | 4,746 |
Stock-based compensation | 5,430 | 3,344 |
Deferred revenue | 1,153 | 1,505 |
Property and equipment | 750 | 423 |
Intangible assets | 571 | 665 |
Accrued expenses | 416 | 308 |
Allowance for bad debt | 404 | 305 |
Other | 70 | 60 |
Contingent consideration | 0 | 4,882 |
Deferred payroll | 0 | 1,108 |
Total deferred income tax assets | 195,683 | 152,765 |
Valuation allowance | (175,545) | (130,080) |
Net deferred income tax assets | 20,138 | 22,685 |
Deferred income tax liabilities: | ||
Convertible debt | (11,093) | (13,864) |
Operating lease right-of-use assets | (5,358) | (6,289) |
Prepaid expenses | (2,570) | (1,928) |
Deferred commissions | (1,102) | (478) |
Indefinite-lived intangible assets | (58) | (49) |
Deferred contract costs | (15) | (126) |
Total deferred income tax liabilities | (20,196) | (22,734) |
Net deferred income tax liabilities | $ (58) | $ (49) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized Tax Benefits | |||
Beginning balance | $ 5,578 | $ 1,816 | $ 2,372 |
Increase in unrecognized tax benefits taken in prior years | 2,228 | ||
(decrease) in unrecognized tax benefits taken in prior years | (122) | (957) | |
Increase in unrecognized tax benefits related to the current year | 1,392 | 1,534 | 401 |
Ending balance | $ 6,848 | $ 5,578 | $ 1,816 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Product Information [Line Items] | |
Percentage of revenue recognized was included in deferred revenue (in percentage) | 18.00% |
Revenue remaining performance obligation amount | $ 77 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Product Information [Line Items] | |
Revenue remaining performance obligation (in percentage) | 80.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Technology and professional services | |
Product Information [Line Items] | |
Service contract term | 3 years |
Allowed termination period | 1 year |
Notice required for termination | 90 days |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Deferred revenue | $ 57.6 | $ 49 | $ 32.1 |
Board member | |||
Related Party Transaction [Line Items] | |||
Revenue recognized from related party | $ 0.9 | 2.6 | 3 |
Receivables from related party | 0.6 | ||
Deferred revenue | $ 0.7 | ||
Acquisition-related consideration payable to related party | $ 1.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, contributions | $ 3.8 | $ 3.2 | $ 5.3 |
Defined contribution plan employer matching contribution percent of match (in percentage) | 100.00% | 100.00% | |
Defined contribution plan employer matching contribution percent of employees' gross pay (in percentage) | 3.00% | 3.00% |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segments - Scheduled of Segment
Segments - Scheduled of Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | [1] | $ 241,926 | $ 188,845 | $ 154,941 |
Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 147,718 | 110,467 | 83,975 | |
Professional services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 94,208 | $ 78,378 | $ 70,966 | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Segments - Schedule of Segment
Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | $ (65,145) | $ (37,957) | $ (17,844) | |
Less other reconciling items: | ||||
Sales and marketing | [1] | (75,027) | (55,411) | (47,284) |
Research and development | [1] | (62,733) | (53,517) | (46,252) |
General and administrative | [1] | (85,934) | (59,240) | (31,713) |
Depreciation and amortization | [1] | (37,528) | (18,725) | (9,212) |
Debt extinguishment costs | 0 | (8,514) | (1,670) | |
Interest and other expense, net | (16,458) | (11,572) | (3,419) | |
Loss before income taxes | (160,108) | (116,211) | (59,954) | |
Operating segments | ||||
Adjusted Gross Profit: | ||||
Gross profit | 127,870 | 95,024 | 80,872 | |
Operating segments | Technology | ||||
Adjusted Gross Profit: | ||||
Gross profit | 102,326 | 75,666 | 56,378 | |
Operating segments | Professional services | ||||
Adjusted Gross Profit: | ||||
Gross profit | 25,544 | 19,358 | 24,494 | |
Segment reconciling items | ||||
Less Adjusted Gross Profit reconciling items: | ||||
Stock-based compensation | (10,110) | (4,256) | (1,168) | |
Acquisition-related costs, net | (188) | 0 | (108) | |
Less other reconciling items: | ||||
Sales and marketing | (75,027) | (55,411) | (47,284) | |
Research and development | (62,733) | (53,517) | (46,252) | |
General and administrative | (85,934) | (59,240) | (31,713) | |
Depreciation and amortization | (37,528) | (18,725) | (9,212) | |
Debt extinguishment costs | 0 | (8,514) | (1,670) | |
Interest and other expense, net | $ (16,458) | $ (11,572) | $ (3,419) | |
[1] | Includes amounts attributable to related party transactions. See Note 18 for further details. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - KPI Ninja $ / shares in Units, $ in Millions | Feb. 24, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Consideration | $ 33 |
Business combination, consideration transferred, cash | $ 19.5 |
Equity interest issuable (in shares) | shares | 463,016 |
Share price (in dollars per share) | $ / shares | $ 29.14 |