Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37888 | ||
Entity Registrant Name | Tabula Rasa HealthCare, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-5726437 | ||
Entity Address, Address Line One | 228 Strawbridge Drive, Suite 100 | ||
Entity Address, City or Town | Moorestown | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08057 | ||
City Area Code | 866 | ||
Local Phone Number | 648-2767 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 49,483,939 | ||
Entity Common Stock, Shares Outstanding | 26,870,660 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Philadelphia, PA | ||
Auditor Firm ID | 185 | ||
Entity Central Index Key | 0001651561 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Amendment Flag | false | ||
Common Stock | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | TRHC | ||
Security Exchange Name | NASDAQ | ||
Preferred Stock Purchase Rights | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 70,017 | $ 9,395 |
Restricted cash | 12,372 | 6,038 |
Accounts receivable, net of allowance of $368 and $110, respectively | 19,252 | 21,405 |
Inventories | 6,566 | 5,444 |
Prepaid expenses | 4,664 | 3,812 |
Client claims receivable | 16,377 | 11,257 |
Other current assets | 18,187 | 18,033 |
Current assets of discontinued operations | 22,825 | 14,511 |
Total current assets | 170,260 | 89,895 |
Property and equipment, net | 9,158 | 11,778 |
Operating lease right-of-use assets | 10,483 | 16,323 |
Software development costs, net | 32,592 | 29,254 |
Goodwill | 115,323 | 115,323 |
Intangible assets, net | 38,326 | 45,358 |
Contingent consideration receivable | 3,350 | |
Other assets | 4,657 | 3,929 |
Noncurrent assets of discontinued operations | 187,558 | |
Total assets | 384,149 | 499,418 |
Current liabilities: | ||
Current operating lease liabilities | 2,708 | 3,275 |
Accounts payable | 19,459 | 8,870 |
Client claims payable | 10,781 | 8,398 |
Accrued expenses and other liabilities | 55,745 | 40,997 |
Current liabilities of discontinued operations | 13,389 | 12,380 |
Total current liabilities | 102,082 | 73,920 |
Line of credit | 29,500 | |
Long-term debt, net of discount of $3,160 and $5,701, respectively | 232,112 | 319,299 |
Long-term debt - related party, net of discount of $1,206 and $0, respectively | 88,522 | |
Noncurrent operating lease liabilities | 12,786 | 15,792 |
Deferred income tax liability, net | 1,380 | 1,402 |
Other long-term liabilities | 4,298 | 176 |
Noncurrent liabilities of discontinued operations | 3,573 | |
Total liabilities | 441,180 | 443,662 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 28,031,616 and 26,036,236 shares issued and 27,129,096 and 25,666,434 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 3 | 3 |
Treasury stock, at cost; 902,520 and 369,802 shares at December 31, 2022 and December 31, 2021, respectively | (3,391) | (4,292) |
Additional paid-in capital | 354,214 | 320,392 |
Accumulated deficit | (407,857) | (260,347) |
Total stockholders' equity (deficit) | (57,031) | 55,756 |
Total liabilities and stockholders' equity (deficit) | $ 384,149 | $ 499,418 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for accounts receivable | $ 368 | $ 110 |
Long-term debt, discount | 3,160 | 5,701 |
Long-term debt - related party, discount | $ 1,206 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,031,616 | 26,036,236 |
Common stock, shares outstanding | 27,129,096 | 25,666,434 |
Treasury stock (in shares) | 902,520 | 369,802 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 299,516 | $ 259,882 | $ 221,389 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | 232,603 | 193,378 | 160,618 |
Operating expenses: | |||
Research and development | 14,483 | 14,629 | 14,426 |
Sales and marketing | 10,491 | 11,039 | 8,145 |
General and administrative | 74,974 | 63,095 | 55,091 |
Change in fair value of acquisition-related contingent consideration expense | 2,613 | ||
Change in fair value of contingent consideration receivable | 3,650 | ||
Long-lived asset impairment charge | 8,943 | 5,040 | |
Depreciation and amortization | 23,347 | 20,482 | 16,633 |
Total operating expenses | 135,888 | 109,245 | 101,948 |
Loss from operations | (68,975) | (42,741) | (41,177) |
Other income (expense): | |||
Interest expense, net | (9,034) | (9,107) | (20,743) |
Other income | 1,064 | ||
Total other expense, net | (7,970) | (9,107) | (20,743) |
Loss from continuing operations before income taxes | (76,945) | (51,848) | (61,920) |
Income tax expense (benefit) | 389 | 390 | (5,409) |
Net loss from continuing operations | (77,334) | (52,238) | (56,511) |
Net loss from discontinued operations, net of tax | (70,176) | (26,817) | (24,455) |
Net loss | $ (147,510) | $ (79,055) | $ (80,966) |
Net loss per share: | |||
Net loss per share from continuing operations, basic (in dollars per share) | $ (3.18) | $ (2.24) | $ (2.59) |
Net loss per share from discontinued operations, basic (in dollars per share) | (2.89) | (1.15) | (1.12) |
Total net loss per share, basic (in dollars per share) | (6.07) | (3.39) | (3.71) |
Net loss per share from continuing operations, diluted (in dollars per share) | (3.18) | (2.24) | (2.59) |
Net loss per share from discontinued operations, diluted (in dollars per share) | (2.89) | (1.15) | (1.12) |
Total net loss per share, diluted (in dollars per share) | $ (6.07) | $ (3.39) | $ (3.71) |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding, basic (in shares) | 24,293,483 | 23,290,660 | 21,815,388 |
Weighted average common shares outstanding, diluted (in shares) | 24,293,483 | 23,290,660 | 21,815,388 |
Medication | |||
Revenue: | |||
Total revenue | $ 231,052 | $ 189,591 | $ 158,692 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | 178,527 | 143,700 | 116,463 |
Technology-enabled solutions | |||
Revenue: | |||
Total revenue | 68,464 | 70,291 | 62,697 |
Cost of revenue, exclusive of depreciation and amortization shown below: | |||
Total cost of revenue, exclusive of depreciation and amortization | $ 54,076 | $ 49,678 | $ 44,155 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 2 | $ (3,865) | $ 288,345 | $ (98,934) | $ 185,548 | |||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 22,496,999 | |||||||
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2019 | 175,689 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock in connection with acquisition | 23,589 | 23,589 | ||||||
Issuance of common stock in connection with acquisition (in shares) | 555,555 | |||||||
Issuance of common stock awards (in shares) | 14,386 | |||||||
Issuance of restricted stock (in shares) | 578,261 | |||||||
Forfeitures of restricted shares (in shares) | 51,391 | |||||||
Exercise of stock options, net of shares withheld | $ (153) | 1,103 | 950 | |||||
Exercise of stock options, net of shares withheld (in shares) | 442,039 | 3,198 | ||||||
Share adjustment (in shares) | (12,500) | |||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration | 6,853 | 6,853 | ||||||
Issuance of common stock in connection with the settlement of acquisition-related contingent consideration (in shares) | 135,434 | |||||||
Stock-based compensation expense | 32,555 | 32,555 | ||||||
Net loss | (80,966) | (80,966) | ||||||
Balance at end of period at Dec. 31, 2020 | $ 2 | $ (4,018) | $ (74,850) | 352,445 | $ (1,392) | (179,900) | $ (76,242) | 168,529 |
Balance at end of period (in shares) at Dec. 31, 2020 | 24,222,674 | |||||||
Balance at end of period, treasury stock (in shares) at Dec. 31, 2020 | 217,778 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock awards (in shares) | 1,416 | |||||||
Issuance of restricted stock | $ 1 | 1 | ||||||
Issuance of restricted stock (in shares) | 1,446,376 | |||||||
Forfeitures of restricted shares (in shares) | 145,684 | |||||||
Exercise of stock options, net of shares withheld | $ (274) | 4,343 | 4,069 | |||||
Exercise of stock options, net of shares withheld (in shares) | 365,770 | 6,340 | ||||||
Stock-based compensation expense | 38,454 | 38,454 | ||||||
Net loss | (79,055) | (79,055) | ||||||
Balance at end of period at Dec. 31, 2021 | $ 3 | $ (4,292) | 320,392 | (260,347) | $ 55,756 | |||
Balance at end of period (in shares) at Dec. 31, 2021 | 26,036,236 | 26,036,236 | ||||||
Balance at end of period, treasury stock (in shares) at Dec. 31, 2021 | 369,802 | 369,802 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock awards | $ 3,082 | (3,082) | ||||||
Issuance of common stock awards (in shares) | 28,733 | (615,066) | ||||||
Issuance of restricted stock (in shares) | 1,945,277 | (107,480) | ||||||
Forfeitures of restricted shares (in shares) | 791,537 | |||||||
Exercise of stock options, net of shares withheld | 73 | $ 73 | ||||||
Exercise of stock options, net of shares withheld (in shares) | 14,732 | 109 | ||||||
Vesting of restricted stock units (in shares) | 6,638 | |||||||
Shares withheld for payment of employee taxes | $ (2,181) | (2,181) | ||||||
Shares withheld for payment of employee taxes (in shares) | 463,618 | |||||||
Stock-based compensation expense | 36,831 | 36,831 | ||||||
Net loss | (147,510) | (147,510) | ||||||
Balance at end of period at Dec. 31, 2022 | $ 3 | $ (3,391) | $ 354,214 | $ (407,857) | $ (57,031) | |||
Balance at end of period (in shares) at Dec. 31, 2022 | 28,031,616 | 28,031,616 | ||||||
Balance at end of period, treasury stock (in shares) at Dec. 31, 2022 | 902,520 | 902,520 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (147,510) | $ (79,055) | $ (80,966) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 30,678 | 47,706 | 45,040 |
Amortization of deferred financing costs and debt discount | 2,309 | 2,185 | 13,637 |
Deferred taxes | (22) | 513 | (5,302) |
Stock-based compensation | 36,831 | 38,454 | 32,555 |
Change in fair value of acquisition-related contingent consideration | 2,613 | ||
Change in fair value of contingent consideration receivable | 3,650 | ||
Acquisition-related contingent consideration paid | (67) | (2,593) | |
Impairment charges | 56,828 | 5,040 | |
Loss on divestiture of business | 2,879 | ||
Other noncash items | 70 | 39 | (66) |
Changes in operating assets and liabilities, net of effect of divestiture and acquisitions: | |||
Accounts receivable, net | 5,542 | (1,526) | (2,448) |
Inventories | (1,122) | (1,183) | (239) |
Prepaid expenses and other current assets | (3,410) | (8,834) | 4,859 |
Client claims receivables | (5,120) | 2,697 | (5,674) |
Other assets | (1,315) | (2,057) | (494) |
Accounts payable | 8,697 | 1,982 | 2,149 |
Accrued expenses and other liabilities | 12,211 | 14,294 | (3,642) |
Client claims payables | 2,383 | 664 | (249) |
Other long-term liabilities | 3,778 | (360) | 598 |
Net cash provided by operating activities | 7,357 | 15,452 | 4,818 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,285) | (3,350) | (3,091) |
Software development costs | (26,451) | (31,844) | (18,836) |
Acquisitions of businesses, net of cash acquired | (6,807) | ||
Proceeds from divestiture of business | 120,038 | ||
Net cash provided by (used in) investing activities | 91,302 | (35,194) | (28,734) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 73 | 4,072 | 3,943 |
Payments for employee taxes for shares withheld | (2,181) | (3) | (2,993) |
Payments for debt financing costs | (350) | (8) | (1,226) |
Borrowings on line of credit | 27,700 | 29,500 | 10,000 |
Repayments of line of credit | (57,200) | (10,000) | |
Payment of acquisition-related notes payable | (16,542) | ||
Payments of acquisition-related contingent consideration | (99) | (3,801) | |
Repayments of long-term debt and finance leases | (4) | (56) | |
Net cash (used in) provided by financing activities | (31,958) | 6,916 | 5,867 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 66,701 | (12,826) | (18,049) |
Cash, cash equivalents and restricted cash, beginning of period | 15,706 | 28,532 | 46,581 |
Cash, cash equivalents and restricted cash, end of period | 82,407 | 15,706 | 28,532 |
Supplemental disclosure of cash flow information: | |||
Purchases of property and equipment and software development included in accounts payable and accrued expenses | 1,516 | 134 | 183 |
Purchases of property and equipment and software development through vendor financing arrangements | 1,042 | ||
Cash paid for interest | 7,204 | 8,678 | 5,808 |
Cash paid for taxes (income tax refund) | 123 | 53 | (24) |
Interest costs capitalized to software development costs | $ 272 | $ 322 | 257 |
Stock issued in connection with settlement of acquisition-related contingent consideration | 6,853 | ||
Stock issued in connection with acquisitions | 23,589 | ||
Fair value of promissory notes entered into in connection with acquisition | $ 16,355 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | $ 70,017 | $ 9,395 | $ 22,531 |
Restricted cash | 12,372 | 6,038 | 5,170 |
Cash from discontinued operations | 18 | 273 | 831 |
Total cash, cash equivalents and restricted cash | $ 82,407 | $ 15,706 | $ 28,532 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Business | |
Nature of Business | 1. Nature of Busines s Tabula Rasa HealthCare, Inc. (the “Company”) is a healthcare technology company advancing the safe use of medications by creating solutions designed to empower pharmacists, providers, and patients to optimize medication regimens, combating medication overload and reducing adverse drug events. The Company’s advanced proprietary technology solutions, including MedWise®, identify causes of and risks for medication-related problems so that healthcare professionals can minimize harm and reduce medication-related risks. The Company’s software and services help drive value-based care by improving patient outcomes and lowering healthcare costs through reduced hospitalizations, emergency department visits, and healthcare utilization. The Company serves a number of different organizations within the healthcare industry, including health plans and at-risk provider groups, the majority of which are organizations with Programs of All-Inclusive Care for the Elderly (“PACE”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation . During the first quarter of 2022, the Company announced plans to evaluate non-core assets, refocus its corporate strategy, and increase stockholder value. As a result, the Company commenced plans to sell the SinfoníaRx, DoseMe, and PrescribeWellness businesses, which the Company acquired in September 2017, January 2019, and March 2019, respectively. The sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses were completed in August 2022, January 2023, and March 2023, respectively. These businesses comprised the majority of the Company’s MedWise HealthCare segment. The Company’s completed sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses represented a strategic business shift having a significant effect on the Company’s operations and financial results. As a result, the Company determined that these businesses met such requirements to be classified as held for sale and discontinued operations as of March 31, 2022, and the DoseMe and SinfoníaRx businesses continued to meet the requirements as of December 31, 2022. Accordingly, unless otherwise indicated, the accompanying consolidated financial statements have been recast for all periods presented to reflect the assets, liabilities, revenue, and expenses related to these businesses as discontinued operations. See Note 6 for further information on the Company’s discontinued operations. To provide improved description over the Company’s disaggregation of revenue, the Company retitled its revenue categories from product revenue and service revenue to medication revenue and technology-enabled solutions revenue, respectively, in the consolidated statements of operations and the notes to the consolidated financial statements. The change had no impact to the amounts previously reported in the consolidated statements of operations and the notes to the consolidated financial statements. (b) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets, including definite-lived intangible assets, (iv) the evaluation of revenue recognition criteria, (v) the evaluation of contract assets and consideration payable to customers related to manufacturer rebates earned by the Company’s pharmacy benefit management solutions, (vi) the realizability of long-lived assets, including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option, (ix) the fair value of contingent consideration receivable, and (x) the assumptions used to determine the fair value of held for sale businesses. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and, in the future, may engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. (c) Assets and Liabilities Held for Sale and Discontinued Operations A long-lived asset (or disposal group) is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable within a year. A long-lived asset (or disposal group) classified as held for sale is initially measured at the lower of its carrying amount or fair value less costs to sell. An impairment loss is recognized for any initial or subsequent write-down of the long-lived asset (or disposal group) to fair value less costs to sell. A gain or loss not previously recognized by the date of the sale of the long-lived asset (or disposal group) is recognized at the date of derecognition. Long-lived assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Long-lived assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet. Additional details surrounding the Company’s assets and liabilities held for sale and discontinued operations are included in Note 6. (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligation is satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional details about the Company’s revenue offerings. (e) Cost of Medication Revenue (exclusive of depreciation and amortization) Cost of medication revenue includes all costs directly related to the fulfillment and distribution of medications as part of the Company’s CareVention HealthCare offerings. These costs consist primarily of the purchase price of the medications that the Company dispenses, shipping and packaging, expenses associated with operating the Company’s medication fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Cost of medication revenue also includes direct overhead expenses and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. (f) Cost of Technology-Enabled Solutions Revenue (exclusive of depreciation and amortization) Cost of technology-enabled solutions revenue includes all costs directly related to servicing the Company’s CareVention HealthCare and MedWise HealthCare service contracts. These costs primarily consist of employment costs, including stock-based compensation, outside contractors, expenses related to supporting the Company’s software platforms, direct overhead expenses, and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. (g) Research and Development Research and development expenses consist primarily of employment costs, including stock-based compensation expense, for employees engaged in scientific research, healthcare analytics, the design and development of new scientific algorithms, and the enhancement of the Company’s software and technology platforms. Research and development expenses also include costs for the design and development of new software and technology to support the Company’s service offerings, including fees paid to third-party consultants, costs related to quality assurance and testing, and other allocated facility-related overhead and expenses. Costs incurred in research and development are charged to expense as incurred. (h) Stock-Based Compensation The Company accounts for stock-based awards granted to employees and directors in accordance with ASC Topic 718, Compensation — Stock Compensation The grant-date fair value of employee and non-employee director restricted stock awards and restricted stock units is determined using the Company’s closing stock price on the grant date. Restricted stock awards and restricted stock units generally vest over a one The grant-date fair value of performance stock units is determined based on the fair value of the Company’s closing stock price at grant date and the expected vesting units, taking into consideration the possibilities of all possible performance achievement levels. Stock-based compensation costs associated with these grants are recognized over the performance period. Performance stock units contain performance vesting conditions in addition to a service condition, and the vesting of performance stock units is dependent upon the degree to which the Company achieves its predetermined performance goals. The grant-date fair value of employee and non-employee director stock option awards is determined using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method. The expected term of the stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The option price per share cannot be less than the fair market value of a share on the date the option was granted, and in the case of incentive stock options granted to an employee owning more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall not be less than 110% of the fair market value of Company stock on the date of grant. Stock option grants under the 2016 Plan (as defined below) generally expire ten years from the date of grant (other than incentive stock option grants to 10% shareholders, which have a five-year term) 90 days after termination, or one year after the date of death or termination due to disability. Stock options generally vest over a period of four years, with 25% of the options becoming exercisable on the one-year anniversary of the commencement date and the remaining shares vesting monthly thereafter for 36 months in equal installments of 2.08% per month. (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. (j) Net Loss per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock of the Company outstanding during the period. (k) Cash and Cash Equivalents Cash consists of cash on deposit with banks. Cash equivalents consist of money market funds or highly liquid investments with a maturity of three months or less from the date of purchase. (l) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third-party administration services under the CareVention HealthCare segment, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. (m) Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management estimates the expected lifetime credit losses on the Company’s trade receivables and contract assets using a broad range of reasonable and supportable information, which includes consideration of historical losses and current market conditions on the Company’s clients. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $368 and $110 as of December 31, 2022 and 2021, respectively. (n) Inventories Inventories consist of prescription medications and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. (o) Client Claims Receivable and Client Claims Payable In conjunction with providing pharmacy benefit management (“PBM”) solutions for its clients, the Company collects payments for claims from its clients and remits them to the pharmacies that fulfilled the claims. Client claims receivable represents amounts invoiced to the Company’s PBM solutions clients for the adjudicated claims of the clients’ members. Client claims payable represents amounts owed to the pharmacies that filled the clients’ member claims. (p) Cloud Computing Arrangements Costs to implement cloud computing arrangements that are hosted by third-party vendors are capitalized when incurred during the application development phase. Capitalized implementation costs are amortized on a straight-line basis over the reasonably certain term of the hosting arrangement, beginning when the service is ready for its intended use. As of December 31, 2022 and 2021, capitalized implementation costs of $882 and $747, respectively, were included in prepaid expenses. As of December 31, 2022 $1,276 was included in other assets on the Company’s consolidated balance sheets. Accumulated amortization for these arrangements was $590 and $398 as of December 31, 2022 and 2021, respectively. Amortization expense for the years ended December 31, 2022, 2021, and 2020 was $192, $208, and $185, respectively. (q) Vendor Financing Arrangements On February 24, 2022, the Company expanded its existing relationship with a third-party service provider for business process outsourcing and technology services for its third-party administration services and electronic health records solutions. As a result, the third-party provider hired approximately 180 employees from the Company, hired to fill existing open positions, and will augment with additional resources to meet client demand. The agreement term is seven years and includes total estimated fees of $115,300. The arrangement includes extended payment terms for cloud computing implementation costs, internally developed software support, and business process support. In order to determine the present value of the commitment, the Company used an imputed interest rate of 9.5%, which was reflective of its estimated uncollateralized borrowing rate at signing. As of December 31, 2022, the outstanding principal balance of the financing arrangement was $5,169 with an unamortized discount of $1,239, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheet. Imputed interest expense from the arrangement was $166 for the year ended December 31, 2022. On October 1, 2022, the Company entered into a purchase arrangement with a third-party software support and service provider to purchase software licenses for total fees of $1,065. The purchased software licenses were delivered to the Company on the purchase date. The arrangement allows the Company to pay the fees over 36 monthly installment payments. The Company used an imputed interest rate of 10.0%, which was reflective of its estimated collateralized borrowing rate on purchase date. As of December 31, 2022, the outstanding principal balance of the financing arrangement was $916 with an unamortized discount of $138, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheet. Imputed interest expense from the arrangement was $1 for the year ended December 31, 2022. (r) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. As the rate implicit in the lease is not readily determinable for most leases, the Company uses its incremental borrowing rate in determining the net present value of lease payments. The Company estimates its incremental borrowing rate for each lease as of the measurement date with consideration of the risk-free rate for varying maturities corresponding to the remaining lease term, the risk premium attributed to the Company’s credit rating for a secured or collateralized instrument, and comparable borrowings of similarly rated companies. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. For leases where the Company will derive no economic benefit from leased space that it has vacated or where the Company has shortened the term of a lease when space is no longer needed, the Company will record an impairment or accelerated amortization of the ROU assets. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. See Note 9 for further detail regarding the Company’s lease arrangements. (s) Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Additions or improvements that increase the useful life of existing assets are capitalized, while expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. The Company depreciates computer hardware and purchased software over a life of three years and office furniture and equipment over a life of five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the consolidated statements of operations. (t) Software Development Costs, Net Certain development costs of the Company’s internal-use software are capitalized in accordance with ASC Topic 350, Intangibles — Goodwill and Other (u) Goodwill Goodwill consists of the excess purchase price over fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Goodwill is assessed for impairment on October 1 of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company evaluates goodwill in accordance with ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Prior to performing the quantitative assessment, the Company has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors generally considered in the Company’s qualitative assessment that could trigger a quantitative assessment include significant underperformance relative to expected operating trends, significant changes in the way assets are used, underutilization of the Company’s tangible assets, discontinuance of certain products by the Company or by the Company’s clients, changes in the competitive environment, and significant negative industry or economic trends. If the Company determines that it is more likely than not that the fair value of a reporting unit is below the carrying amount, a quantitative goodwill impairment test is required. In the quantitative assessment, the fair value of the reporting unit is determined using either a discounted cash flow method or a market approach. If the fair value of the reporting unit is greater than its carrying amount, then the carrying amount is deemed to be recoverable and no further action is required. If the fair value of the reporting unit is less than its carrying amount, then an indication of goodwill impairment exists for the reporting unit and an impairment loss is recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value, and a charge is recorded on the Company’s consolidated statements of operations. For its annual assessment for the year ended December 31, 2022, the Company performed a quantitative assessment of goodwill as of October 1, 2022 using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2022. During first and second quarter of 2022, Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of March 31, 2022 and June 30, 2022, respectively, using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of March 31, 2022 and June 30, 2022. During fourth of quarter of 2021, the Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021 in addition to its annual assessment as of October 1, 2021. The fair value of the reporting units was estimated using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The Company utilized forecasts of revenue and operating income, based on management’s estimates and long-term plans, as well as required estimates and judgments about working capital requirements, capital expenditures, income taxes, discount rates, terminal growth rates, long-term operating margins, and control premiums and valuation multiples appropriate for acquisitions in the industries in which the Company competes. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the year ended December 31, 2020, the Company performed a qualitative assessment of goodwill and determined that it was not more likely than not that the fair value of its reporting units was less than the carrying amount. Accordingly, no impairment loss was recorded for the years ended December 31, 2022, 2021, or 2020. See Note 11 - Goodwill and Intangible Assets for additional information. (v) Impairment of Long-Lived Assets, Including Other Intangible Assets Long-lived assets consist of property and equipment, software development costs, and definite-lived intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use and disposition of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows or a combination of income and market approaches. During the first quarter of 2022, the Company became aware of changes in circumstances impacting the future application of certain capitalized software development costs and determined that an indicator of impairment was present. The Company evaluated the recoverability of the related long-lived assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the assets to determine if the carrying value was not recoverable. The recoverability test indicated that certain capitalized software development costs were impaired. As a result, the Company recognized an impairment loss equal to $4,062 for the year ended December 31, 2022. During the fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to definite-lived intangible assets obtained from the DoseMe acquisition in 2019, which are presented in current assets of discontinued operations as of December 31, 2022 and in noncurrent assets of discontinued operations as of December 31, 2021. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe assets was determined based on a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The estimated fair value of the DoseMe assets exceeded its carrying value. As a result, no intangible asset impairment charges were recorded for the year ended December 31, 2021. During the fourth quarter of 2020, the Company determined that an indicator of impairment was present as related to definite-lived intangible assets obtained from the Medliance acquisition in 2014. The recoverability test indicated that certain intangible assets were impaired, and the Company recorded an aggregate impairment charge of $5,040 for the year ended December 2020. See Note 11 - Goodwill and Intangible Assets and Note 6 – Discontinued Operations for additional information. (w) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. (x) Shipping and Handling Costs Shipping and handling costs are charged to cost of medication revenue when incurred. Shipping and handling costs totaled $13,613, $9,410, and $8,443 for the years ended December 31, 2022, 2021, and 2020, respectively. (y) Advertising Costs Advertising costs are charged to operations when the advertising first takes place. The Company incurred advertising costs of $90, $334 and $185 for the years ended December 31, 2022, 2021, and 2020, respectively, which are included in sales and marketing expense. (z) Business Combinations The costs of business combinations are allocated to the assets acquired and liabilities assumed, in each case based on estimates of their respective fair values at the acquisition dates, using the purchase method of accounting. Fair values of intangible assets are estimated by valuation models prepared by management and third-party specialists. The assets purchased and liabilities assumed have been reflected in the Company’s consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Acquisition-related contingent consideration that is classified as a liability is measured at fair value at the acquisition date with changes in fair value after the acquisition date affecting earnings in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expenses in the consolidated statements of operations. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. (aa) Segment Reporting The Company manages its business through two segments for the purposes of assessing performance and making operating decisions. The Company’s chief operating decision maker (“CODM”), the Interim Chief Executive Officer, allocates resources and assesses performance based upon financial information at the reportable segment level. All revenues are generated and all tangible assets are held in the U.S (bb) Concentration of Credit Risk The Company is subject to concentrations of credit risk related to cash, cash equivalents, restricted cash |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue. | |
Revenue | 3. Revenue The Company generates revenue from its CareVention HealthCare and MedWise HealthCare segments. See Note 23 for additional discussion of the Company’s reportable segments. Client contracts generally have a term of one 0 The Company does not disclose the amount of variable consideration that the Company expects to recognize in future periods, as the variable consideration in the Company’s contracts is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation, and the terms of that variable consideration relate specifically to the Company’s efforts to transfer the distinct service, or to a specific outcome from transferring the distinct service. The Company’s contracts primarily include monthly fees associated with unspecified quantities of medications, members, claims, medication safety reviews, or user subscriptions that fluctuate throughout the contract. See below for a description of the Company’s revenues. CareVention Revenue Medication Revenue The Company provides medication fulfillment pharmacy services to PACE organizations under the Company’s CareVention HealthCare segment. While the majority of medications are routinely filled in order to treat chronic conditions, the mix and quantity of medications can vary. Revenue from medication fulfillment services is generally billed monthly or weekly, depending on whether the PACE organization is contracted with a pharmacy benefit manager, and is recognized when medications are delivered and control has passed to the client. At the time of delivery, the Company has performed substantially all of its performance obligations under its client contracts. The Company does not experience a significant level of returns or reshipments. Technology-Enabled Solutions Revenue The Company provides medication safety services and health plan management services to PACE organizations under the Company’s CareVention HealthCare segment. These services primarily include medication reviews, risk adjustment services, third-party administration services, pharmacy benefit management (“PBM”) solutions, and electronic health records software. Revenue related to these services primarily consists of a fixed monthly fee assessed based on number of members served (“per member, per month” or “PMPM”), a fee for each claim adjudicated, and subscription fees. These fees are recognized when the Company satisfies its performance obligation to stand ready to provide PACE services, which occurs when the Company’s clients have access to the PACE services. The Company generally bills for PACE services on a monthly basis. For client contracts for which the Company performs both medication fulfillment and PBM services, the Company recognizes revenue using the gross method at the contract price negotiated with its clients and when the Company has concluded it controls the prescription drug before it is transferred to the client plan members. The Company controls prescription drugs dispensed indirectly through its retail pharmacy network because it has separate contractual arrangements with those pharmacies, has discretion in setting the price for the transaction, and assumes primary responsibility for fulfilling the promise to provide prescription drugs to its client plan members while performing the related PBM services. These factors indicate that the Company is the principal and, as such, the Company recognizes the total prescription price contracted with clients in revenue. MedWise HealthCare Technology-Enabled Solutions Revenue Value-Based Care Solutions The Company provides medication safety services under the MedWise HealthCare segment, which include identification of high-risk individuals, medication regimen reviews, including patient and prescriber counseling, and targeted interventions to increase adherence and close gaps in care. Revenue related to these services primarily consists of per member per month fees and fees for each medication review and clinical assessment completed. Revenue is recognized when the Company satisfies its performance obligation to stand ready to provide medication safety services, which occurs when the Company’s clients have access to the medication safety services and when medication reviews and clinical assessments are completed. The Company generally bills for the medication reviews and clinical assessments when they are completed. The Company generally bills for the medication safety services on a monthly basis. Software Subscription and Services Disaggregation of Revenue Revenue is disaggregated by reportable segment in the following table: Year Ended December 31, 2022 2021 2020 CareVention HealthCare: Medication revenue $ 231,052 $ 189,591 $ 158,692 Technology-enabled solutions revenue 64,430 58,417 47,577 $ 295,482 $ 248,008 $ 206,269 MedWise HealthCare: Technology-enabled solutions revenue Value-based care solutions $ 3,077 $ 11,617 $ 14,926 Software subscription and services 957 257 194 $ 4,034 $ 11,874 $ 15,120 Total revenue $ 299,516 $ 259,882 $ 221,389 Contract balances Assets and liabilities related to the Company’s contracts are reported on a contract-by-contract basis at the end of each reporting period. Contract balances consist of contract assets and contract liabilities. Contract assets are recorded when the right to consideration for services is conditional on something other than the passage of time. Contract assets relating to unbilled receivables are transferred to accounts receivable when the right to consideration becomes unconditional. Contract assets are classified as current or non-current based on the timing of the Company’s rights to the unconditional payments. Contract assets are generally classified as current and recorded within other current assets on the Company’s consolidated balance sheets. Contract liabilities include advance customer payments and billings in excess of revenue recognized. The Company generally classifies contract liabilities in accrued expenses and other current liabilities and in other long-term liabilities on the Company’s consolidated balance sheets. The Company anticipates that it will satisfy most of its performance obligations associated with its contract liabilities within one year. The following table provides information about the Company’s contract assets and contract liabilities from contracts with clients as of December 31, 2022 and 2021. December 31, December 31, 2022 2021 Contract assets $ 15,115 $ 12,695 Contract liabilities 3,435 2,191 Significant changes in the contract assets and the contract liabilities balances during the years ended December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Contract assets: Contract assets, beginning of year $ 12,695 $ 7,024 Decreases due to cash received (12,447) (8,889) Changes to the contract assets at the beginning of the year as a result of changes in estimates 153 2,392 Changes during the year, net of reclassifications to receivables 14,714 12,168 Contract assets, end of year $ 15,115 $ 12,695 Contract liabilities: Contract liabilities, beginning of year $ 2,191 $ 1,982 Revenue recognized that was included in the contract liabilities balance at the beginning of the year (1,990) (1,523) Increases due to cash received, excluding amounts recognized as revenue during the year 3,234 1,732 Contract liabilities, end of year $ 3,435 $ 2,191 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Net Loss per Share | 4. Net Loss per Share The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Year Ended December 31, 2022 2021 2020 Numerator (basic and diluted): Net loss from continuing operations $ (77,334) $ (52,238) $ (56,511) Net loss from discontinued operations (70,176) (26,817) (24,455) Net loss $ (147,510) $ (79,055) $ (80,966) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 24,293,483 23,290,660 21,815,388 Net loss per share from continuing operations, basic and diluted $ (3.18) $ (2.24) $ (2.59) Net loss per share from discontinued operations, basic and diluted (2.89) (1.15) (1.12) Total net loss per share, basic and diluted $ (6.07) $ (3.39) $ (3.71) The following potential common shares, presented based on amounts outstanding as of December 31, 2022, 2021, and 2020, were excluded from the calculation of diluted net loss per share for the years ended December 31, 2022, 2021, and 2020 because including them would have had an anti-dilutive effect: December 31, 2022 2021 2020 Stock options to purchase common stock 1,177,805 1,604,226 2,096,556 Unvested restricted stock and restricted stock units 2,295,313 2,196,566 1,386,908 Common stock warrants 4,646,393 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 4,646,393 — 12,765,904 13,093,578 8,129,857 For the years ended December 31, 2022 and 2021, shares related to the conversion of the convertible senior subordinated notes were included in the table above under the if-converted method. For the year ended December 31, 2020, shares associated with the conversion of the convertible senior subordinated notes were excluded from the table above as the Company assumed the notes would be settled entirely or partly in cash. For the years ended December 31, 2022 and 2021, shares related to the performance stock units were excluded from the table above as the performance conditions were unmet as of December 31, 2022 and 2021 (see Note 17). |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions | |
Acquisitions | 5. Acquisitions Personica Acquisition On October 5, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with TRHC Group, Personica Holdings, Inc., a Wisconsin corporation, and other seller parties, whereby the Company completed the acquisition of all of the issued and outstanding membership interests of Personica, LLC, a Delaware limited liability company (“Personica”), and its subsidiaries, a provider of PBM solutions and pharmacy services, including 340B and Medicare Part D administration solutions to the PACE market. The purchase price consisted of (i) cash consideration of $10,000, which was subject to certain customary post-closing adjustments, (ii) the issuance of 555,555 shares of the Company’s common stock valued at $23,589, and (iii) the delivery of promissory notes (collectively, the “Notes”), with an aggregate principal of $17,000, of which the Company could set off amounts to the extent the Company was entitled to indemnification under the Purchase Agreement or in respect of adjustments to the purchase price. The Notes consisted of payments of (a) $7,500 in cash paid in January 2021, (b) $5,500 in cash paid in April 2021, and (c) $4,000 in cash paid in October 2021. The Company reduced the October 2021 payment by $458 for indemnification amounts under the Purchase Agreement. For presentation purposes, the Company offset the remaining balance on the Notes against related receivables established to compensate the Company for the expenses incurred. In connection with the acquisition of Personica, the Company incurred direct acquisition and integration costs of $217 and $794 during the years ended December 31, 2021 and 2020, respectively, which were recorded in general and administrative expenses in the consolidated statement of operations. The following table summarizes the Personica purchase price consideration based on the estimated acquisition-date fair value of the acquisition consideration: Cash consideration at closing, including post-closing adjustments $ 10,292 Promissory notes at closing, at fair value 16,355 Stock consideration at closing 23,589 Total fair value of acquisition consideration $ 50,236 The following table summarizes the final allocation of the Personica purchase price based on the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Cash $ 3,407 Accounts receivable 945 Inventories 322 Client claims receivable 8,736 Prepaid expenses and other current assets 4,747 Property and equipment 665 Operating lease right-of-use assets 645 Other assets 15 Trade names 700 Client relationships 28,300 Non-competition agreements 290 Goodwill 20,075 Total assets acquired $ 68,847 Client claims payable (8,022) Accrued expenses and other liabilities (9,645) Trade accounts payable (310) Operating lease liabilities (634) Total purchase price $ 50,236 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The identifiable intangible assets principally included trade names, client relationships, and non-competition agreements, all of which are subject to amortization on a straight-line basis and are being amortized over a weighted average life of 5.6, 12.0, and 5.0 years, respectively. The weighted average amortization period for acquired intangible assets as of the date of acquisition was 11.8 years. The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of Personica and the promissory notes issued. The fair values of the trade names were estimated using the relief from royalty method, under which the Company derived the hypothetical royalty income from the projected revenues of Personica. The fair value of client relationships was estimated using a multi-period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with the client grouping. The fair value of the non-competition agreements was estimated using the discounted earnings method by estimating the potential loss of earnings absent the non-competition agreements, assuming the covenantor competes at different time periods during the life of the agreements. The fair values of the promissory notes were estimated using market interest rates for similar terms. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is deductible for U.S. income tax purposes. The Company believes the goodwill related to the acquisition was a result of providing the Company complementary service offerings that will enable the Company to leverage its services with existing and new clients. The goodwill is deductible for income tax purposes. Revenue from Personica includes medication fulfillment pharmacy services to PACE organizations. Revenue for these services and the related costs are recognized when medications are delivered and control has passed to the client and are included in medication revenue and cost of medication revenue, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2020, medication revenue of $1,804 was included in the Company’s consolidated statement of operations. Revenue from Personica is also comprised of monthly fees per adjudicated claim for PBM solutions. Revenue for these services and the related costs are recognized each month as performance obligations are satisfied and costs are incurred, and are included in technology-enabled solutions revenue and cost of technology-enabled solutions revenue, respectively, in the Company’s consolidated statements of operations. For the year ended December 31, 2020, technology-enabled solutions revenue of $1,738 from Personica was included in the Company’s consolidated statement of operations. Net loss of $5, which includes amortization of $625 associated with acquired intangible assets, from Personica was included in the Company’s consolidated statement of operations for the year ended December 31, 2020. Pro forma (unaudited) The unaudited pro forma results presented below include the results of the Personica acquisition as if it had been consummated as of January 1, 2019. The unaudited pro forma results include the amortization associated with acquired intangible assets, interest expense on the debt incurred to fund the acquisition, stock compensation expense related to equity awards granted to employees of the acquired company, and the estimated tax effect of adjustments to loss before income taxes. Material non-recurring charges, including direct acquisition costs, directly attributable to the transaction are excluded. In addition, the unaudited pro forma results do not include any expected benefits of the acquisition. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2019. Year Ended December 31, 2020 Revenue $ 230,262 Net loss (55,987) |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations | |
Discontinued Operations | 6. Discontinued Operations In February 2022, the Company announced plans to evaluate non-core assets, refocus its corporate strategy, and increase stockholder value, and the Company commenced a plan to sell the DoseMe business, which the Company acquired in January 2019. In March 2022, the Company completed its evaluation of additional divestiture opportunities and commenced plans to sell the SinfoníaRx and PrescribeWellness businesses, which were acquired in September 2017 and March 2019, respectively. As described below, the Company completed the sales of its unincorporated PrescribeWellness business division (the “PrescribeWellness Business”), DoseMe business division (the “DoseMe Business”), and SinfoníaRx business division (the “SinfoníaRx Business”) in August 2022, January 2023, and March 2023, respectively. The PrescribeWellness, DoseMe, and SinfoníaRx businesses comprised the majority of the Company’s MedWise HealthCare segment. The Company’s completed sales of the PrescribeWellness Business, DoseMe Business, and SinfoníaRx Business represented a strategic business shift having a significant effect on the Company’s operations and financial results. As a result, the Company determined that these businesses met such requirements to be classified as held for sale and discontinued operations as of March 31, 2022, and the DoseMe and SinfoníaRx businesses continued to meet the requirements as of December 31, 2022. Accordingly, unless otherwise indicated, the accompanying consolidated financial statements have been recast for all periods presented to reflect the assets, liabilities, revenue, and expenses related to these businesses as discontinued operations. Divestiture of Business On August 1, 2022 (the “PW Sale Date”), the Company completed the sale of its PrescribeWellness Business, including the assets, properties, and rights that were primarily used or held for use in connection with the PrescribeWellness Business, as well as the KD Assets (as defined below) to Transaction Data Systems, Inc. (“TDS”). On the PW Sale Date, the Company also completed the acquisition of certain intellectual property from karmadata, Inc. (“KD”) that had historically been licensed to the Company, (the “KD Assets”). The KD Assets acquired were simultaneously transferred to TDS on the PW Sale Date. The purchase consideration included $125,000 in cash, subject to certain customary post-closing adjustments, of which $118,561 was paid directly to the Company and $5,900 was paid to KD on the PW Sale Date. In October 2022, TDS also paid the Company $1,477 for certain customary post-closing adjustments after the PW Sale Date. The Company is also entitled to receive up to $15,000 of contingent consideration based upon the PrescribeWellness Business’s achievement of certain performance-based metrics during the fiscal years ending December 31, 2023 and 2024. The contingent consideration had an estimated fair value of $7,000 on the PW Sale Date. See Note 18 for additional discussion on the fair value assessment of the contingent consideration receivable. In connection with the sale of the PrescribeWellness Business, the Company entered into a transition services agreement (“TSA”) with TDS pursuant to which the Company is providing services, including, but not limited to, business support services for the PrescribeWellness business after the sale through January 2023. The Company recognized $1,064 of income related to the TSA for the year ended December 31, 2022, which is reported in other income in the Company’s consolidated statement of operations. During the second quarter of 2022, as a result of the Company’s intention to sell the PrescribeWellness Business, the Company prepared an impairment test on the related net assets held for sale. Using a market approach to determine fair value, the Company concluded that the carrying value of the net assets held for sale for the PrescribeWellness Business did not exceed its fair value, less costs to sell. As a result, the Company recorded goodwill impairment charges of $12,145 and impairment charges of $8,500 on net assets held for sale, summarized in the results of the PrescribeWellness business presented below. On August 1, 2022, the Company recorded an additional $2,879 for the final loss on the sale of the PrescribeWellness Business, resulting in an aggregate loss of $11,379 on the net assets sold for the year ended December 31, 2022. The following table summarizes the net assets sold as finally reported on the sale date of August 1, 2022, and as of December 31, 2021, classified as discontinued operations on the consolidated balance sheets as of December 31, 2021: August 1, December 31, 2022 2021 Accounts receivable, net $ 5,020 $ 8,002 Prepaid expenses and other assets 1,751 1,038 Property and equipment, net 371 — Operating lease right-of-use assets 1,252 — Software development costs, net 14,536 — Goodwill 35,314 — Intangible assets, net 81,504 — Impairment of carrying value (8,500) — Total current assets of discontinued operations $ 131,248 $ 9,040 Property and equipment, net $ — $ 412 Operating lease right-of-use assets — 1,434 Software development costs, net — 11,474 Goodwill — 47,459 Intangible assets, net — 84,617 Other assets — 64 Total noncurrent assets of discontinued operations $ — $ 145,460 Operating lease liabilities $ 1,086 $ 620 Accounts payable 491 913 Accrued expenses and other liabilities 2,754 3,529 Total current liabilities of discontinued operations $ 4,331 $ 5,062 Noncurrent operating lease liabilities $ — $ 830 Other long-term liabilities — 135 Total noncurrent liabilities of discontinued operations $ — $ 965 The following table summarizes the results of operations of the PrescribeWellness Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Revenue $ 19,306 $ 38,304 $ 35,311 Cost of revenue, exclusive of depreciation and amortization 7,747 13,295 13,615 Operating expenses 14,930 33,579 27,658 Impairment charges 20,645 — — Loss on disposal of business 2,879 — — Loss from discontinued operations before income taxes (26,895) (8,570) (5,962) Income tax (benefit) expense (299) 169 172 Net loss from discontinued operations, net of tax $ (26,596) $ (8,739) $ (6,134) The following table summarizes the significant operating noncash items and investing activities of PrescribeWellness Business: Year Ended December 31, 2022 2021 2020 Depreciation and amortization $ 4,551 $ 16,374 $ 14,815 Impairment charges 20,645 — — Stock-based compensation 1,697 2,977 1,370 Loss on disposal of business 2,879 — — Purchases of property and equipment (22) (128) (200) Software development costs (4,443) (8,169) (5,479) Held for Sale As of December 31, 2022, the Company considered the sale of the DoseMe and SinfoníaRx businesses to be highly probable within one year. During the first quarter of 2023, the Company completed the sales of the DoseMe and SinfoníaRx businesses. See Note 24 for additional discussion on the sales of the DoseMe and SinfoníaRx businesses. In 2022, as a result of the Company’s intention to sell the DoseMe and SinfoníaRx businesses, the Company prepared an impairment test on the related net assets held for sale. Using a market approach to determine fair value, the Company concluded that the carrying values of the net assets held for sale for the SinfoníaRx and DoseMe businesses did not exceed their fair values, less costs to sell. As a result, the Company recorded goodwill impairment charges of $6,127 and $21,113 of impairment charges on the net assets held for sale related to the DoseMe and SinfoníaRx businesses, respectively, for the year ended December 31, 2022. During the fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to definite-lived intangible assets obtained from the DoseMe acquisition in 2019, which is recorded in the MedWise HealthCare segment. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe assets was determined based on a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The estimated fair value of the DoseMe assets exceeded its carrying value. As a result, no intangible asset impairment charges were recorded for the year ended December 31, 2021. The following table s ummarizes the results of operations of the businesses, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 Year Ended December 31, 2022 2021 2020 Revenue $ 27,898 $ 33,074 $ 40,519 Cost of revenue, exclusive of depreciation and amortization 27,153 26,683 30,579 Operating expenses 17,104 24,401 28,192 Impairment charges 27,240 — — Loss from discontinued operations before income taxes (43,599) (18,010) (18,252) Income tax (benefit) expense (19) 68 69 Net loss from discontinued operations, net of tax $ (43,580) $ (18,078) $ (18,321) The following table summarizes the DoseMe and SinfoníaRx businesses’ current and noncurrent assets and liabilities classified as discontinued operations on the consolidated balance sheets as of December 31, 2022 and December 31, 2021: December 31, December 31, 2022 2021 Cash $ 18 $ 273 Accounts receivable, net 4,237 4,644 Prepaid expenses and other assets 2,217 554 Property and equipment, net 1,350 — Operating lease right-of-use assets 3,991 — Software development costs, net 7,563 — Goodwill 1,927 — Intangible assets, net 22,635 — Impairment of carrying value (21,113) — Total current assets of discontinued operations $ 22,825 $ 5,471 Property and equipment, net $ — $ 1,485 Operating lease right-of-use assets — 3,296 Software development costs, net — 4,466 Goodwill — 8,053 Intangible assets, net — 24,675 Other assets — 123 Total noncurrent assets of discontinued operations $ — $ 42,098 Operating lease liabilities $ 3,525 $ 793 Accounts payable 3,230 3,395 Accrued expenses and other liabilities 6,634 3,130 Total current liabilities of discontinued operations $ 13,389 $ 7,318 Noncurrent operating lease liabilities $ — $ 2,608 Total noncurrent liabilities of discontinued operations $ — $ 2,608 The following table summarizes the DoseMe and SinfoníaRx businesses’ significant operating noncash items and investing activities of discontinued operations: Year Ended December 31, 2022 2021 2020 Depreciation and amortization $ 2,780 $ 10,850 $ 13,592 Impairment charges 27,240 — — Stock-based compensation 2,756 3,286 3,534 Purchases of property and equipment (52) (205) (1,783) Software development costs (3,651) (3,514) (1,637) |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Other Current Assets | 7. Other Current Assets As of December 31, 2022 and 2021, other current assets consisted of the following: December 31, 2022 December 31, 2021 Contract assets $ 15,115 $ 12,695 Non-trade receivables 719 3,289 Other 2,353 2,049 Total other current assets $ 18,187 $ 18,033 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment. | |
Property and Equipment | 8. Property and Equipment As of December 31, 2022 and 2021, property and equipment consisted of the following: Estimated December 31, useful life 2022 2021 Computer hardware and purchased software 3 years $ 7,548 $ 5,943 Office furniture and equipment 5 years 13,855 12,998 Leasehold improvements 3-14 years 6,779 10,264 28,182 29,205 Less: accumulated depreciation and amortization (19,024) (17,427) Property and equipment, net $ 9,158 $ 11,778 Depreciation and amortization expense on property and equipment for the years ended December 31, 2022, 2021, and 2020 was $3,742, $3,495, and $3,658 respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 9. Leases The Company has entered into various operating and finance leases for office space and equipment. The operating leases expire on various dates through 2030, and certain of such leases also contain renewal options and escalation clauses. In addition to the base rent payments, the Company is obligated to pay a pro rata share of operating expenses and taxes. During the fourth quarter of 2022, the Company determined that certain leased spaces no longer provided an economic benefit to the Company and either terminated the leases or vacated the leased spaces. The Company vacated the leased spaces for its development centers in Moorestown, New Jersey and Charleston, South Carolina. As a result, the Company incurred $4,881 in noncash impairment charges, of which $2,805 was allocated to the operating lease ROU assets and $2,076 was allocated to related property and equipment based on their relative carrying amounts. The components of lease expense were as follows: Year Ended December 31, 2022 2021 2020 Operating lease expense $ 3,318 $ 3,404 $ 3,635 Finance lease expense: Amortization of leased assets — — 138 Interest on lease liabilities — — 1 Total finance lease expense — — 139 Variable lease expense 1,004 1,012 1,184 Short-term lease expense 15 10 13 Total lease expense $ 4,337 $ 4,426 $ 4,971 Supplemental balance sheet information related to leases was as follows: December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 10,483 $ 16,323 Current operating lease liabilities $ 2,708 $ 3,275 Noncurrent operating lease liabilities 12,786 15,792 Total operating lease liabilities $ 15,494 $ 19,067 Weighted average remaining lease term (in years): Operating leases 6.7 7.3 Weighted average discount rate: Operating leases 4.6 % 4.6 % Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,362 $ 3,356 $ 3,212 Operating cash flows for finance leases — — 1 Financing cash flows for finance leases — 4 56 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 52 $ 1,475 $ 646 Right-of-use assets impairment charges $ 2,805 $ — $ — Maturities of lease liabilities as of December 31, 2022 were as follows: Operating leases 2023 $ 2,764 2024 2,705 2025 2,704 2026 2,537 2027 2,335 Thereafter 4,928 Total minimum lease payments 17,973 Less: imputed interest (2,479) Present value of lease liabilities 15,494 Less: current portion (2,708) Total long-term lease liabilities $ 12,786 |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2022 | |
Software Development Costs | |
Software Development Costs | 10. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing its proprietary software platforms, which are used to support its service contracts, including external direct costs of material and services, payroll costs for employees directly involved with the software development, and interest expense related to the borrowings attributable to software development. As of December 31, 2022 and 2021, capitalized software costs consisted of the following: December 31, 2022 December 31, 2021 Software development costs $ 54,853 $ 49,481 Less: accumulated amortization (22,261) (20,227) Software development costs, net $ 32,592 $ 29,254 Capitalized software development costs included above not yet subject to amortization $ 4,997 $ 5,328 Amortization expense for the years ended December 31, 2022, 2021, and 2020 was $12,567, $9,407, and $6,432, respectively. During the first quarter of 2022, the Company became aware of changes in circumstances impacting the future application of certain capitalized software development costs and determined an indicator of impairment was present. The Company evaluated the recoverability of the related long-lived assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the assets to determine if the carrying value was not recoverable. The recoverability test indicated that certain capitalized software development costs were impaired. As a result, we recognized an impairment loss equal to $4,062 for the year ended December 31, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 11. Goodwill and Intangible Assets Goodwill The Company’s goodwill and related changes during the years ended December 31, 2022 and 2021 are as follows: CareVention HealthCare Balance at January 1, 2021 $ 115,350 Adjustments to goodwill related to prior year acquisition (27) Balance at January 1, 2022 115,323 Adjustments to goodwill — Balance at December 31, 2022 $ 115,323 No goodwill is allocated to the Company’s MedWise HealthCare segment under continuing operations. For its annual assessment for the year ended December 31, 2022, the Company performed a quantitative assessment of goodwill as of October 1, 2022 using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2022. During the first and second quarters of 2022, the Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of March 31, 2022 and June 30, 2022, respectively, using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of March 31, 2022 and June 30, 2022. During the fourth of quarter of 2021, the Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021 in addition to its annual assessment as of October 1, 2021. The fair value of the reporting units was estimated using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The Company utilized forecasts of revenue and operating income, based on management’s estimates and long-term plans, as well as required estimates and judgments about working capital requirements, capital expenditures, income taxes, discount rates, terminal growth rates, long-term operating margins, and control premiums and valuation multiples appropriate for acquisitions in the industries in which the Company competes. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the year ended December 31, 2020, the Company performed a qualitative assessment of goodwill and determined there were no indicators of goodwill impairment for the year ended December 31, 2020. There are no accumulated impairment charges for the Company’s continuing operations as of December 31, 2022, 2021, or 2020. Refer to Note 6 for discussion of goodwill impairment analysis performed over the Company’s discontinued operations. Intangible Assets During the fourth quarter of 2020, the Company became aware of changes in circumstances impacting the future performance of the Company’s pharmacy cost management services, which are recorded in the MedWise segment and relate to certain intangible assets acquired from the Medliance acquisition in 2014. The Company evaluated the recoverability of the related intangible assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the asset group to determine if the carrying value is not recoverable. The recoverability test indicated that certain customer relationships and developed technology intangible assets were impaired. As a result, the Company used an income approach to measure the fair value of the intangible assets and recognized noncash impairment charges of $3,815 and $1,225 to the customer relationships and developed technology intangible assets, respectively, for the year ended December 31, 2020 Intangible assets consisted of the following as of December 31, 2022 and 2021: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2022 Trade names 2.6 $ 1,340 $ (1,000) $ 340 Client relationships 11.7 51,264 (15,781) 35,483 Non-competition agreements 5.0 1,640 (1,303) 337 Developed technology 6.2 14,720 (12,580) 2,140 Domain name 10.0 59 (33) 26 Total intangible assets $ 69,023 $ (30,697) $ 38,326 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2021 Trade names 2.9 $ 1,340 $ (853) $ 487 Client relationships 11.7 51,264 (11,042) 40,222 Non-competition agreements 5.0 1,640 (975) 665 Developed technology 6.2 14,720 (10,768) 3,952 Domain name 10.0 59 (27) 32 Total intangible assets $ 69,023 $ (23,665) $ 45,358 Amortization expense for intangible assets for the years ended December 31, 2022, 2021, and 2020 was $7,032, $7,560, and $6,542, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows: Years Ending December 31, 2023 $ 5,882 2024 4,684 2025 4,467 2026 4,338 2027 4,270 Thereafter 14,685 Total estimated amortization expense $ 38,326 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 12. Accrued Expenses and Other Liabilities At December 31, 2022 and 2021, accrued expenses and other liabilities consisted of the following: December 31, 2022 December 31, 2021 Employee related expenses $ 10,780 $ 8,595 Contract liability 3,309 2,015 Customer deposits 904 904 Client funds obligations* 12,372 6,038 Contract labor 3 838 Interest 2,133 2,281 Vendor financing arrangements 568 — Professional fees 748 1,327 Consideration payable to customer 20,311 15,971 Income and non-income taxes payable 8 15 Other expenses 4,609 3,013 Total accrued expenses and other liabilities $ 55,745 $ 40,997 *This amount represents client funds held by the Company, with an offsetting amount included in restricted cash. |
Notes Payable Related to Acquis
Notes Payable Related to Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable Related to Acquisition | |
Notes Payable Related to Acquisition | 13. Notes Payable Related to Acquisition On October 5, 2020, as part of the consideration of the Personica acquisition, the Company entered into promissory notes (collectively, the “Notes”) in the aggregate principal amount of $17,000 payable to the owners of Personica (see Note 5). The Company could set off amounts on the Notes to the extent the Company was entitled to indemnification under the Purchase Agreement or in respect of adjustments to the purchase price. The Notes bore an interest rate of 3.25% and were payable as follows: (a) $7,500 in cash paid in January 2021, (b) $5,500 in cash paid in April 2021, and (c) $4,000 in cash paid in October 2021. The Company reduced the October 2021 payment by $458 for indemnification amounts under the Purchase Agreement. For presentation purposes, the Company offset the remaining balance on the Notes against related receivables established to compensate the Company for the expenses incurred. The Notes were recorded at their aggregate acquisition-date fair value of $16,355 and were accreted up to their face values over their respective terms using the effective-interest method. For the year ended December 31, 2021, the Company recognized $481 of interest expense related to the Notes, of which $143 was paid and $338 was the noncash accretion of the discounts recorded. |
Line of Credit and Long-Term De
Line of Credit and Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Lines of Credit and Long-Term Debt | |
Line of Credit and Long-Term Debt | 14. Lines of Credit and Long-Term Debt (a) Lines of Credit On December 18, 2020, the Company and its subsidiaries entered into a Loan and Security Agreement (the “2020 Credit Facility”), with Western Alliance Bank (“WAB”). The 2020 Credit Facility provided for a $120,000 secured revolving credit facility, with a $1,000 sublimit for cash management services and letters of credit and foreign exchange transactions. Amounts under the 2020 Credit Facility could be borrowed, repaid, and re-borrowed from time to time until the maturity date on May 16, 2025, and were permitted to be used for, among other things, working capital and other general corporate purposes. Loans under the 2020 Credit Facility bore interest at a rate equal to the LIBOR rate plus 3.25%. The obligations under the 2020 Credit Facility were secured by all of the assets of the borrowers, subject to certain exceptions and exclusions as set forth in the 2020 Credit Facility. The 2020 Credit Facility was subject to a commitment fee of 0.50% of the total commitment amount payable on the closing date and 0.25% of the total commitment amount payable on each anniversary thereafter. Additionally, the 2020 Credit Facility was subject to an unused line fee. On August 1, 2022, the Company entered into a payoff letter with WAB with respect to the 2020 Credit Facility, pursuant to which the Company voluntarily elected to pay all amounts outstanding, including principal and interest, under the 2020 Credit Facility and related loan documents (the “Pay Off”) using cash on hand and proceeds from the sale of the PrescribeWellness Business. Accordingly, the Company paid a total of $57,406 to WAB for the Pay Off and terminated the 2020 Credit Facility and related loan documents (the “Termination”). The Company did not incur any prepayment or early termination penalties in connection with either the Pay Off or the Termination. Upon the Termination and in connection with the Pay Off, all security interests and pledges granted to the secured parties thereunder were terminated and released. Interest expense on the 2020 Credit Facility was $1,363 and $1,203 for the years ended December 31, 2022 and 2021, respectively. In connection with the 2020 Credit Facility, the Company recorded deferred financing costs of $1,534. The Company amortized the deferred financing costs associated with the 2020 Credit Facility to interest expense using the effective-interest method over the term. On August 1, 2022, in connection with the Termination, the remaining balance of deferred financing costs was amortized to interest expense. For the year ended December 31, 2022, the Company amortized $973 to interest expense for deferred financing costs related to the 2020 Credit Facility. For the year ended December 31, 2021, the Company amortized $540 to interest expense for deferred financing costs related to the 2020 Credit Facility. For the year ended December 31, 2020, the Company recorded $336 to interest expense for deferred financing costs related to the 2020 Credit Facility and its 2015 Line of Credit. Deferred financing costs of $624, net of accumulated amortization, were included in other assets on the accompanying consolidated balance sheets as of December 31, 2021. (b) Convertible Senior Subordinated Notes On February 12, 2019, the Company issued and sold an aggregate principal amount of $325,000 of 1.75% convertible senior subordinated notes (the “2026 Notes”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2026 Notes bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2019. The notes will mature on February 15, 2026, unless earlier converted or repurchased. The initial conversion rate for the notes is 14.2966 shares of the Company’s common stock per $1 principal amount of notes. This conversion rate is equal to an initial conversion price of approximately $69.95 per share of the Company’s common stock. Net proceeds from the 2026 Notes were used to pay the cost of convertible note hedge transactions (described below), repay amounts outstanding under the 2015 Line of Credit, fund the PrescribeWellness acquisition, fund the payment of the acquisition-related contingent consideration liabilities, and for general corporate purposes. Holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the business day immediately preceding August 15, 2025 only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or make-whole fundamental change (as defined in the indenture governing the 2026 Notes) or a transaction resulting in the Company’s common stock converting into other securities or property or assets. On or after August 15, 2025 until the close of business on the first scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2026 Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver shares of its common stock, cash, or a combination thereof at the Company’s option. As of December 31, 2022, none of the conditions allowing holders of the 2026 Notes to convert had been met. In the initial accounting for the issuance of the 2026 Notes in 2019, the Company separated the 2026 Notes into liability and equity components. With the assistance of a third-party valuation specialist, the carrying amount of the liability component was calculated by utilizing a discounted cash flow model of the contractual cash flows that were discounted at a risk-adjusted interest rate in order to estimate the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $102,900 and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The initial associated deferred tax effect of $25,884 was recorded as a reduction of additional paid-in capital because the equity component was not expected to be deductible for income tax purposes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the 2026 Notes at an effective interest rate of 8.05% over the contractual term. Debt issuance costs related to the 2026 Notes of $9,372, comprised of discounts and commissions payable to the initial purchasers of $8,937 and third-party offering costs of $435, were allocated to the liability and equity components of the 2026 Notes based on their relative values. Issuance costs attributable to the liability component were $6,405 and were amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The Company adopted 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) During the year ended December 31, 2022, the Company recognized $7,023 of interest expense related to the 2026 Notes, of which $5,688 was paid or accrued and $1,335 was noncash accretion of the debt discounts recorded. Total accrued interest payable related to the 2026 Notes was $2,133 as of December 31, 2022, which was included in accrued expenses and other liabilities on the consolidated balance sheet. During the year ended December 31, 2021, the Company recognized $6,995 of interest expense related to the 2026 Notes, of which $5,688 was paid or accrued and $1,307 was noncash accretion of the debt discounts recorded. In addition, unpaid additional interest payable as a result of the failure to remove the restrictive legend on the 2026 Notes had accrued on the 2026 Notes from and including February 17, 2020 and had ceased accruing on February 16, 2021 as a result of the restrictive legend being removed. The Company recorded $212 of additional interest expense for the year ended December 31, 2021. The total cumulative amount of additional interest expense was $1,625 and was paid in full during the year ended December 31, 2021. Total accrued interest payable related to the 2026 Notes was $2,133 as of December 31, 2021, which was included in accrued expenses and other liabilities on the consolidated balance sheet. During the year ended December 31, 2020, under the previous accounting standard, the Company recognized $18,682 of interest expense related to the 2026 Notes, of which $5,688 was paid or accrued and $12,994 was noncash accretion of the debt discounts recorded. Additional accrued interest as a result of the failure to remove the restrictive legend on the 2026 Notes, as described above, was $1,413 as of December 31, 2020. The 2026 Notes had a carrying value of $320,634 and $319,299 as of December 31, 2022 and December 31, 2021, respectively. The 2026 Notes are classified as long-term debt on the Company’s consolidated balance sheets and will be until such Notes are within one year of maturity. (c) Convertible Note Hedge and Warrant Transactions In connection with the offering of the 2026 Notes, the Company entered into convertible note hedge transactions with affiliates of certain of the initial purchasers (the “option counterparties”) of the 2026 Notes pursuant to the terms of call option confirmations. The Company has the option to purchase a total of 4,646,393 shares of its common stock at a price of approximately $69.95 per share. The total premiums paid for the note hedges were $101,660. The Company also entered into warrant transactions with the option counterparties whereby they have the option to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. The Company received $65,910 in cash proceeds from the sale of the warrants. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the convertible note hedges and warrants are recorded in stockholders’ equity (deficit), are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the Company’s consolidated balance sheets. The convertible note hedge transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be. The warrant transactions could separately have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants. As of December 31, 2022, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. (d) Long-Term Debt Maturities The following table represents the total long-term debt obligations of the Company at December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Convertible senior subordinated notes $ 235,272 $ 325,000 Convertible senior subordinated notes - related party 89,728 — Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (4,366) (5,701) Total long-term debt, net $ 320,634 $ 319,299 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The Company accounts for income taxes under ASC Topic 740 — Income Taxes The components of the Company’s loss before income taxes are as follows: Years Ended December 31, 2022 2021 2020 United States $ (76,945) $ (51,848) $ (61,920) Total loss before income taxes $ (76,945) $ (51,848) $ (61,920) The expense (benefit) from income taxes consists of the following: Years Ended December 31, 2022 2021 2020 Current: State and local $ 93 $ 114 $ 134 Total current income tax expense 93 114 134 Deferred: US federal 14 52 (2,930) State and local 282 224 (2,613) Total deferred income tax expense (benefit) 296 276 (5,543) Total income tax expense (benefit) $ 389 $ 390 $ (5,409) The Company had no current or deferred international income tax expense during the years ended December 31, 2022, 2021, and 2020. For the years ended December 31, 2022 and 2021, the Company had an effective tax rate (0.5%) and (0.8%) respectively, primarily related to indefinite-lived deferred tax liabilities for goodwill amortization. The effective tax rate differs from the U.S. statutory tax rate primarily due to the full valuation allowance recorded that is currently limiting the realizability of the Company’s net deferred tax assets as of December 31, 2022 and 2021. Accordingly, the tax benefit was limited due to unbenefited losses in the years ended December 31, 2022 and 2021. For the year ended December 31, 2020, the Company had an effective tax rate of 8.7%. The tax benefits primarily consist of the benefits generated by the Company’s U.S. federal and state and local losses, windfall tax benefits generated from the vesting of restricted stock, disqualifying dispositions, and exercising of nonqualified stock options during the period, offset by other tax expense due to the increase in the Company's valuation allowance. The principal components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net federal operating loss carryforward $ 51,270 $ 45,037 Net state operating loss carryforward 13,800 10,597 Net international operating loss carryforward 4,071 3,554 Interest expense limitation carryforward 19,848 14,501 Unamortized debt discount 13,629 17,515 Accruals 1,221 1,257 Amortizable intangible assets 419 1,479 Stock options 4,793 8,671 Operating lease liabilities 4,987 6,335 Assets held for sale 8,591 — Other 420 562 Deferred tax assets 123,049 109,508 Less: valuation allowances (111,118) (88,370) Deferred tax assets after valuation allowance 11,931 21,138 Deferred tax liabilities: Fixed assets (5,002) (12,080) Operating lease right-of-use assets (3,795) (5,576) Indefinite-lived intangibles (4,383) (4,830) Other (131) (54) Deferred tax liabilities (13,311) (22,540) Net deferred tax liabilities $ (1,380) $ (1,402) As of December 31, 2022, the Company had federal net operating loss (“NOL”) carryforwards of $243,313, state NOL carry forwards of $247,006 and international NOL carryforwards of $13,568, each of which is available to reduce future taxable income. The NOL carryforwards, if not utilized, will begin to expire in 2031 for federal purposes, and began to expire in 2022 for state purposes. The international NOLs do not expire. On February 12, 2021, the Company received a private letter ruling from the Internal Revenue Service, which determined, based on information submitted and representations made by the Company, that the Company met the requirements to deduct the interest expense resulting from the amortization of the debt discount associated with the 2026 Notes. As a result, the Company recorded a deferred tax asset of $26,313 and a corresponding $26,313 increase to its valuation allowance. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result, as of December 31, 2020, the Company had a partial valuation allowance against U.S. federal and state deferred tax assets and a full valuation allowance against its international deferred tax assets because the Company determined that it was more likely than not that these assets would not be fully realized. After consideration of all the evidence, both positive and negative, at December 31, 2022 and 2021, the Company recorded a full valuation allowance against all of its deferred tax assets because the Company determined that it was more likely than not that these assets would not be fully realized. The changes in the Company’s valuation allowance were as follows: Year-Ended December 31, 2022 2021 Balance at beginning of the year $ 88,370 $ 23,178 Increase due to NOLs and temporary differences 22,954 65,356 Change in foreign exchange rate (206) (164) Balance at end of the year $ 111,118 $ 88,370 A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.8 17.9 4.7 Change in valuation allowance (7.9) (78.0) (20.8) Non-deductible stock compensation and tax windfall benefits, net (10.6) (1.0) 3.5 Change in fair value of contingent consideration (4.8) — (0.9) Change in deduction for debt discount amortization — 38.2 — Non-deductible expenses and other — 1.1 1.2 Effective income tax rate (0.5) % (0.8) % 8.7 % The tax benefits of uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized income tax benefits in income tax expense. Through December 31, 2022, the Company had no unrecognized tax benefits or related interest and penalties accrued. In the normal course of business, the Company is subject to examination by taxing authorities from federal, state, and international governments. As of December 31, 2022, the Company’s tax years beginning in 2016 remain open for examination by taxing authorities. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 16. Stockholders’ Equity In connection with the offering of the 2026 Notes, the Company issued warrants to purchase 4,646,393 shares of the Company’s common stock at a price of $105.58 per share. As of December 31, 2022, no warrants have been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. See Note 14 for additional information related to the 2026 Notes. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 17. Stock-Based Compensation In September 2016, the Company adopted the 2016 Equity Compensation Plan (“2016 Plan”). During the term of the 2016 Plan, the share reserve will automatically increase on the first trading day in January of each calendar year by an amount equal to the lesser of 5% of the total number of outstanding shares of common stock on the last trading day in December of the prior calendar year or such other number set by the Board of Directors. In accordance with the terms of the 2016 Plan, the share reserve increased by 1,283,321 shares on February 25, 2022. As of December 31, 2022, 1,251,990 shares were available for future grants under the 2016 Plan. The stock-based compensation information disclosed below includes results of both continuing and discontinued operations. Restricted Common Stock and Restricted Stock Units The Company issues restricted stock awards and restricted stock units pursuant to the 2016 Plan to employees and non-employee directors. Restricted stock awards and restricted stock units generally vest over a one The following table summarizes the aggregate restricted stock award activity, inclusive of performance based restricted stock awards, and restricted stock unit activity under the 2016 Plan for the years ended December 31, 2022, 2021 and 2020: Weighted average Number grant-date of shares fair value Outstanding at January 1, 2020 1,213,581 $ 37.69 Granted 581,107 59.83 Vested (356,389) 45.89 Forfeited (51,391) 57.14 Outstanding at December 31, 2020 1,386,908 44.14 Granted 1,457,752 40.02 Vested (502,410) 48.42 Forfeited (145,684) 47.76 Outstanding at December 31, 2021 2,196,566 40.19 Granted 2,154,626 4.40 Vested (1,256,758) 34.62 Forfeited (791,537) 16.80 Outstanding at December 31, 2022 2,302,897 $ 17.78 The table above includes 7,584 restricted stock units which had vested but had not been issued as of December 31, 2022. For the years ended December 31, 2022, 2021, and 2020, $29,572, $31,127, and $22,042, respectively, of expense was recognized related to restricted stock awards and restricted stock units, excluding performance-based restricted stock awards described below. As of December 31, 2022, there was unrecognized compensation expense of $26,175 related to non-vested restricted stock awards and non-vested restricted stock units, excluding performance-based restricted stock awards described below, under the 2016 Plan, which are expected to be recognized over a weighted average period of 2.3 years. Expense related to restricted stock awards for the year ended December 31, 2022 includes $8,143 for the accelerated vesting of unvested shares of restricted stock related to separation agreements with two retired named executive officers. See Note 21 for additional information. Performance-Based Equity Awards On May 4, 2020, pursuant to the 2016 Plan, the Board approved grants totaling 10,686 shares of restricted stock to an employee. The awards had a grant-date fair value of $56.14 per share based on the Company’s closing stock price on the grant date and were subject to certain performance conditions being achieved during the two-year period ending March 2, 2022. The awards expired on March 2, 2022, and the Company recognized no stock-based compensation expense related to these grants for the years ended December 31, 2022, 2021, and 2020 as the performance conditions were not achieved. On October 29, 2020, pursuant to the 2016 Plan, the Board approved grants totaling 26,400 shares of restricted stock to certain employees, of which 1,400 expired on April 30, 2021 and 12,500 expired on December 31, 2021. The remaining 12,500 shares fully vested subject to the achievement of certain milestones on December 31, 2021. The awards had a grant-date fair value of $35.95 per share based on the Company’s closing stock price on the grant date. Stock-based compensation costs associated with these grants were recognized over the service period based upon the Company’s assessment of the probability that the performance conditions would be achieved. The Company recognized $297 and $152 of stock-based compensation expense related to these grants for the years ended December 31, 2021 and 2020, respectively. On April 27, 2021, pursuant to the 2016 Plan, the Board approved awards of performance stock units to certain employees. Each award reflects a target number of shares (“Target 2021 Shares”) that may be issued to the award recipient. The awards are earned upon the Company’s achievement of certain revenue performance targets during the three-year performance period ending December 31, 2023. Depending on the results achieved during the performance period, the actual number of shares that a grant recipient may receive at the end of the performance period may range from 0% to 200% of the Target 2021 Shares granted. The performance stock unit awards have a grant-date fair value of $44.13 per share based on the Company’s closing stock price on the grant date. Stock-based compensation costs associated with these grants are recognized over the performance period based upon the Company’s assessment of the probability that the performance targets will be achieved. The Company did not recognize any stock-based compensation expense related to the performance stock units for the years ended December 31, 2022 and 2021, as the achievement of the underlying performance targets was considered unlikely. During the year ended December 31, 2022, 47,175 performance stock units expired. As of December 31, 2022, the number of Target 2021 Shares was 45,550 shares, the maximum number of achievable performance stock units was 91,100, and the maximum unrecognized compensation expense was $4,020. On August 22, 2022, pursuant to the 2016 Plan, the Board approved awards of performance stock units to certain executives. Each award reflects a target number of shares (“Target 2022 Shares”) that may be issued to the award recipient. The awards are earned upon the Company’s achievement of certain market performance targets during the three-year performance period ending December 31, 2024. Depending on the results achieved during the performance period, the actual number of shares that a grant recipient may receive at the end of the performance period may range from 0% to 200% of the Target 2022 Shares granted. The performance stock unit awards have a grant-date fair value of $4.38 per share based on the fair value of the Company’s stock price at grant date and the expected vesting units, taking into consideration the possibilities of all possible performance achievement levels. Stock-based compensation costs associated with these grants are recognized over the performance period. The Company recognized $233 of stock-based compensation expense related to the performance stock units for the year ended December 31, 2022. As of December 31, 2022, the number of Target 2022 Shares was 350,000 shares, the maximum number of achievable performance stock units was 700,000, and the remaining unrecognized compensation expense was $1,299. Other Stock Awards During the year ended December 31, 2020, the Board approved the grant of stock awards to select employees pursuant to the 2016 Plan. The awards provided for the issuance of 9,386 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $52.29 per share. For the year ended December 31, 2020, the Company recorded $491 of expense related to these stock awards. During the year ended December 31, 2021, the Board approved the grant of stock awards to certain non-employee directors, in lieu of cash compensation, and to a consultant pursuant to the 2016 Plan. The awards provided for the issuance of 1,416 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $40.85 per share. For the year ended December 31, 2021, the Company recorded $58 of expense related to these stock awards. During the first quarter of 2022, the Board approved grants of stock awards to certain non-employee directors, in lieu of cash compensation, and employees pursuant to the 2016 Plan. The awards provided for the issuance of 16,471 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $5.57 per share. For the year ended December 31, 2022, the Company recorded $92 of expense related to these stock awards. During the second quarter of 2022, the Board approved grants of stock awards to certain non-employee directors, in lieu of cash compensation, pursuant to the 2016 Plan. The awards provided for the issuance of 12,262 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $3.64 per share. For the year ended December 31, 2022, the Company recorded $45 of expense related to these stock awards. During the third quarter of 2022, the Board approved grants of stock awards to certain employees pursuant to the 2016 Plan. The awards provided for the issuance of 615,066 shares of the Company’s common stock, which immediately vested on the grant date. These grants had a weighted average grant-date fair value of $5.01 per share. For the year ended December 31, 2022, the Company recorded $3,082 of expense related to these stock awards. Stock Options The table below sets forth the weighted average assumptions for employee grants during the years ended December 31, 2021 and 2020. No stock options were granted during the year ended December 31, 2022. Year Ended December 31, Valuation assumptions: 2021 2020 Expected volatility 58.57 % 56.10 % Expected term (years) 5.48 5.25 Risk-free interest rate 0.50 % 1.22 % Dividend yield — — The weighted average grant-date fair value of employee options granted during the years ended December 31, 2021 and 2020 was $28.26 and $33.78, respectively. The following table summarizes stock option activity for the years ended December 2022, 2021, and 2020: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2020 2,755,343 $ 25.10 Granted 5,000 68.10 Exercised (554,007) 11.69 Forfeited (109,780) 44.17 Outstanding at December 31, 2020 2,096,556 27.74 Granted 2,500 55.01 Exercised (365,770) 11.88 Forfeited (129,060) 46.45 Outstanding at December 31, 2021 1,604,226 29.90 Exercised (14,732) 4.70 Forfeited (411,689) 35.12 Outstanding at December 31, 2022 1,177,805 $ 28.39 4.0 $ 279 Options vested and expected to vest at December 31, 2022 1,177,805 $ 28.39 4.0 $ 279 Exercisable at December 31, 2022 1,167,411 $ 28.16 3.9 $ 279 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the Company’s closing stock price or estimated fair value on the last trading day of the fiscal year for those stock options that had exercise prices lower than the fair value of the Company's common stock. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $111, $11,491, and $22,768, respectively. As of December 31, 2022, there was $114 of unrecognized compensation cost related to nonvested stock options granted under the 2016 Plan, which is expected to be recognized over a weighted average period of 0.3 years. Cash received from option exercises for the years ended December 31, 2022, 2021 and 2020 was $73, $4,072, and $3,943, respectively. During the years ended December 31, 2022, 2021 and 2020, restricted share and option holders delivered 463,727, 122, and 62,310 shares of common stock, with a fair value of $2,181, $3, and $2,993, respectively, for employee payroll taxes owed for the vesting of restricted stock and exercise of stock options. The Company recorded total stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 in the following expense categories of its consolidated statement of operations: Year Ended December 31, 2022 2021 2020 Cost of medication revenue $ 917 $ 1,279 $ 887 Cost of technology-enabled solutions revenue 2,806 3,635 2,935 Research and development 4,935 5,989 5,076 Sales and marketing 721 1,540 1,074 General and administrative 22,999 19,748 17,679 Discontinued operations 4,453 6,263 4,904 Total stock-based compensation expense $ 36,831 $ 38,454 $ 32,555 Employee Stock Purchase Plan In February 2021, the Board, subject to stockholder approval, adopted the Tabula Rasa HealthCare, Inc. Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to purchase common shares of Company stock through payroll deductions at a 15% discount off the lower of (i) the fair market value per share of common stock on the start date of the applicable offering period or (ii) the fair market value per share of common stock on the purchase date. The ESPP was approved by the Company’s stockholders at the 2021 annual meeting of stockholders in June 2021. The number of shares of common stock reserved for issuance under the ESPP will initially be 480,097 shares, subject to adjustment as provided in the ESPP, all of which remained available as of December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 18. Fair Value Measurements The Company’s financial instruments consist of money market funds, accounts receivable, client claims receivables, contract assets, contingent consideration receivable, accounts payable, client claims payable, contract liabilities, accrued expenses, vendor financing arrangements, and long-term debt, which includes the Company’s convertible senior subordinated notes. The carrying values of accounts receivable, client claims receivables, contract assets, accounts payable, client claims payable, contract liabilities, and accrued expenses are representative of their fair values due to the relatively short-term nature of those instruments. Vendor financing arrangements are recorded at net carrying value, which approximates fair value. See below for additional information on the Company’s convertible senior subordinated notes. The Company had classified assets measured at fair value on a recurring basis at December 31, 2022 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2022 Assets Money market funds $ 50,382 $ — $ — $ 50,382 Contingent consideration receivable - long-term — — 3,350 3,350 Total $ 50,382 $ — $ 3,350 $ 53,732 Level 1 instruments include investments in money market funds with an original maturity of three months or less and are valued based on quoted prices in active markets at the measurement date. In connection with the sale of the PrescribeWellness Business on August 1, 2022, additional consideration may be payable to the Company based on the achievement of certain customer and revenue metrics, as defined in the corresponding purchase agreement, for the years ending December 31, 2023 and 2024. See Note 6 for additional information regarding the sale of the PrescribeWellness Business. The contingent consideration receivable is measured at fair value on a recurring basis and may include the use of significant unobservable inputs, hence these instruments represent Level 3 measurements within the fair value hierarchy. All changes in contingent consideration subsequent to the initial sale-date measurement are recorded in net income or loss. The fair value of the contingent consideration receivable was determined using a Monte Carlo simulation with the assistance of a third-party appraiser. The contingent consideration receivable was recorded at the estimated fair value of $7,000 at the sale date of August 1, 2022. During the year ended December 31, 2022, the Company recorded a $3,650 charge to decrease the fair value of the contingent consideration receivable primarily due to updated estimates used in the contingent consideration valuation. The estimated fair value of the contingent consideration receivable was $3,350 as of December 31, 2022. In connection with the acquisition of the Cognify business in 2018, additional consideration was payable by the Company contingent upon the achievement of certain financial and performance milestones. These acquisition-related contingent consideration liabilities represented the estimated fair value of the additional cash and equity consideration payable. In accordance with ASC 805, Business Combinations The acquisition-related contingent consideration liabilities were measured at fair value on a recurring basis and included the use of significant unobservable inputs, hence, these instruments represented Level 3 measurements within the fair value hierarchy. The Cognify acquisition-related contingent consideration, which was liability-classified, was recorded at the estimated fair value at the acquisition date of October 19, 2018. The Company, with the assistance of a third-party appraiser, utilized a Monte Carlo simulation to derive estimates of the contingent consideration payments as of the acquisition date and at each subsequent reporting period. During the third quarter of 2020, pursuant to the terms of the corresponding stock purchase agreement, the Company elected to accelerate the payment of the Cognify acquisition-related contingent consideration for an aggregate payment amount of $13,413. Due to the accelerated payment of the Cognify acquisition-related contingent consideration, the acquisition-related contingent consideration payment amount was fixed and was no longer classified within the fair value hierarchy as of December 31, 2020. The Cognify acquisition-related contingent consideration was partially paid during 2020 by cash payments of $6,394 and the issuance of 135,434 shares of the Company’s common stock, with a fair value of $6,853. The fair value of the Cognify acquisition-related contingent consideration was calculated to be $166 as of December 31, 2020. In January 2021, the Company made the final cash payment of $166 in full satisfaction of the remaining acquisition-related contingent consideration liability. The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of December 31, 2022: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 320,634 $ 260,023 The fair value of the 2026 Notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level 2 measurement. As discussed in Note 14, the 2026 Notes are carried at their aggregate face value of $325,000, less any unaccreted debt discount and unamortized debt issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments and Contingencies (a) Employment Agreements The Company has change-in-control and severance agreements with each of the Company’s named executive officers and other key members of management that provide for, among other things, salary, performance bonuses, or other incentive compensation, payments in the event of termination of the executives upon the occurrence of a change in control, and restrictive covenants pursuant to which the employees have agreed to refrain from competing with the Company or soliciting the Company’s employees or clients for a period following the employee’s termination of employment. (b) Legal Proceedings The Company is not currently involved in any significant claims or legal actions that, in the opinion of management, will have a material adverse impact on the Company. (c) Vendor Purchase Agreements On March 29, 2019, the Company entered into an Affiliated Pharmacy Agreement and Pharmaceutical Program Supply Agreement (the “Prior Thrifty Drug Agreements”) with Thrifty Drug Stores, Inc. (“Thrifty Drug”). On July 1, 2020, the Company entered into a new Affiliated Pharmacy Agreement and Pharmaceutical Program Supply Agreement with Thrifty Drug (the “Thrifty Drug Agreements”) to replace the Prior Thrifty Drug Agreements, which, among other things, extended the Company’s agreement with Thrifty Drug through March 31, 2024. Pursuant to the terms of the Thrifty Drug Agreements, the Company has agreed to purchase not less than 98% of the Company’s total prescription product requirements from Thrifty Drug. The Company commenced purchasing prescription products under the Prior Thrifty Drug Agreements in May 2019 and has continued to do so under the Thrifty Drug Agreements beginning in July 2020. Both the Prior Thrifty Drug Agreements and the Thrifty Drug Agreements authorize Thrifty Drug to hold a security interest in all of the products purchased by the Company under the respective agreements. As of December 31, 2022 and 2021, the Company had $4,608 and $1,854, respectively, due to Thrifty Drug as a result of prescription drug purchases. In June 2021 and October 2021, the Company entered into agreements with a provider for cloud hosting and support services. The June 2021 agreement was effective as of June 3, 2021 and expires on April 28, 2024. Pursuant to the June 2021 agreement, the Company is committed to a minimum purchase obligation of $1,272 over the term of the agreement. The October 2021 agreement was effective as of October 1, 2021 and expires on September 30, 2024. Pursuant to the October 2021 agreement, the Company is committed to a minimum purchase obligation of $7,050 over the term of the agreement. Commitments under the October 2021 agreement are inclusive of commitments under the June 2021 agreement. As of December 31, 2022, the Company had a remaining commitment of $3,863 under the October 2021 agreement, of which $581 pertained to the June 2021 agreement. In August 2021, the Company entered into an agreement with a third party to provide enterprise support and information technology services. The agreement is effective as of November 1, 2021 and expires on October 31, 2026 and commits the Company to a minimum purchase obligation of $8,960 through October 31, 2024. As of December 31, 2022, the Company had a remaining commitment of $5,476. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Plan | |
Retirement Plan | 20. Retirement Plan The Company has established a 401(k) plan that qualifies as a defined contribution plan under Section 401 of the Internal Revenue Code. The Company’s contributions to this plan are based on a percentage of eligible employees’ plan year earnings, as defined therein. The Company made matching contributions to participants’ accounts totaling $2,958, $3,067, and $2,732 during the years ended December 31, 2022, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 21. Related Party Transactions The Company’s CareVention HealthCare segment provides medication fulfillment pharmacy services and certain PACE solutions services to a client whose Chief Executive Officer is a member of the Company’s Board. For the years ended December 31, 2022, 2021, and 2020, approximately $7,494 , $6,605 and $5,631 , respectively, of revenue related to this client was included in the Company’s consolidated statements of operations, and approximately $145 and $67 was included in accounts receivable, net, as of December 31, 2022 and 2021, respectively, on the Company’s consolidated balance sheets. During the second quarter of 2022, a holder of the Company’s convertible senior subordinated notes became a significant stockholder. The stockholder held approximately $88,522 of the Company’s convertible senior subordinated notes, net of discount, which is presented on the Company’s consolidated balance sheet as of December 31, 2022. See Note 14 for more information on the Company’s convertible senior subordinated notes. On September 13, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with a significant stockholder of the Company, pursuant to which, among other matters, the Company agreed to effect certain changes to its management team and the composition of the Board of Directors and implement certain corporate governance changes. In connection with the Cooperation Agreement, the Company agreed to reimburse the stockholder $464 of fees incurred, which were paid by the Company in the fourth quarter of 2022. On September 13, 2022, in connection with the entry into separation agreements with two retired named executive officers, the Company incurred $9,927 of separation costs, which included stock-based compensation related to the accelerated vesting of unvested shares of restricted stock, severance payments and benefits, relevant payroll taxes, and outplacement services. These costs are included within general and administrative expenses in the Company’s consolidated statement of operations, of which $1,330 are included within accrued expenses and other liabilities on the Company’s consolidated balance sheet as of December 31, 2022. On September 13, 2022, the Company entered into are included within general and administrative expenses in the Company’s consolidated statement of operations. |
Rights Plan
Rights Plan | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Rights Plan | 22. Rights Plan On July 25, 2022, the Board approved and adopted a Rights Agreement (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. Pursuant to the Rights Agreement, the Board declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of common stock. The Rights are distributable to stockholders of record as of the close of business on August 5, 2022 and are not exercisable initially. If the Rights become exercisable, each Right entitles the registered holder to purchase from the Company one |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Segment Reporting | 23. Segment Reporting The Company operates its business through two segments. As discussed in Note 6 above, the 2022 divestiture of the PrescribeWellness Business and the 2023 divestitures of the DoseMe and SinfoníaRx businesses, which collectively comprised the majority of the Company’s MedWise HealthCare segment, represented a strategic business shift in the Company’s operations. The Company determined that these businesses met the requirements of discontinued operations as of March 31, 2022 and the DoseMe and SinfoníaRx businesses continued to meet the requirements as of December 31, 2022. As a result, these businesses are excluded from the Company’s segment reporting. The Company presents continuing operations of the remaining components of the MedWise HealthCare segment combined with its shared services as Shared Services and Other. The Company's chief operating decision maker (“CODM”), the Interim Chief Executive Officer, allocates resources and assesses performance based upon financial information at the reportable segment level. Substantially all revenues are generated and substantially all tangible assets are held in the U.S. CareVention HealthCare primarily provides services to PACE organizations that include medication fulfillment pharmacy services and technology-enabled solutions such as medication safety services, PBM solutions, and health plan management services. MedWise HealthCare primarily generates revenues from the Company’s technology-enabled solutions, which include medication safety services and software subscription solutions which identify individuals with high medication-related risk and optimize medication therapy Shared services primarily consist of unallocated corporate sales and marketing expenses and general and administrative expenses associated with the management and administration of the Company’s business objectives. The CODM uses revenue in accordance with U.S. GAAP and Adjusted EBITDA as the relevant segment performance measures to evaluate the performance of the segments and allocate resources. Adjusted EBITDA is a segment performance financial measure that offers a useful view of the overall operation of the Company’s businesses and may be different than similarly-titled segment performance financial measures used by other companies. Adjusted EBITDA consists of net loss plus certain other expenses, which include interest expense, provision for income taxes, depreciation and amortization, change in fair value of acquisition-related contingent consideration expense, change in fair value of contingent consideration receivable, impairment charges, business optimization expenses, severance costs, executive transition costs, cooperation agreement costs, divestiture-related expense, acquisition-related expense, stock-based compensation expense, loss on disposal of business, and settlement costs. The Company considers business optimization expenses to include contract termination payments, lease termination costs, retention payments, and other employee and non-recurring vendor costs incurred related to its business optimization initiatives during 2022 and 2021. The Company considers severance costs to include severance costs related to the realignment of its resources. The Company considers executive transition costs to include non-recurring costs related to the hiring and onboarding of new named executive officers and separation costs related to former named executive officers. The Company considers cooperation agreement costs to include legal, professional services, and other non-recurring costs related to the Company’s cooperation agreement with Indaba Capital Management. The Company considers divestiture-related expense to include non-recurring direct transaction costs. The Company considers acquisition-related expense to include non-recurring direct transaction and integration costs. The Company considers loss on disposal of business to include non-recurring loss resulting from the sale of PrescribeWellness Business. The Company considers settlement costs to include amounts payable by the Company or reductions to amounts owed to the Company as a result of a contractual settlement. Management considers revenue and Adjusted EBITDA to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as they eliminate the effect of items that are not indicative of each segment's core operating performance. The following tables present the Company’s segment information: CareVention HealthCare Shared Services and Other Consolidated Revenue: Year Ended December 31, 2022 Medication revenue $ 231,052 $ — $ 231,052 Technology-enabled solutions revenue 64,430 4,034 68,464 Total revenue $ 295,482 $ 4,034 $ 299,516 Year Ended December 31, 2021 Medication revenue $ 189,591 $ — $ 189,591 Technology-enabled solutions revenue 58,417 11,874 70,291 Total revenue $ 248,008 $ 11,874 $ 259,882 Year Ended December 31, 2020 Medication revenue $ 158,692 $ — $ 158,692 Technology-enabled solutions revenue 47,577 15,120 62,697 Total revenue $ 206,269 $ 15,120 $ 221,389 CareVention HealthCare Shared Services and Other Consolidated Adjusted EBITDA (Loss) from Continuing Operations: Year Ended December 31, 2022 Adjusted EBITDA (loss) $ 55,093 $ (45,764) $ 9,329 Year Ended December 31, 2021 Adjusted EBITDA (loss) $ 56,572 $ (44,475) $ 12,097 Year Ended December 31, 2020 Adjusted EBITDA (loss) $ 50,400 $ (38,004) $ 12,396 The following table presents the Company’s reconciliation of the segments’ total Adjusted EBITDA to net loss as presented in the consolidated statements of operations: Year Ended December 31, 2022 2021 2020 Reconciliation of Net Loss to Adjusted EBITDA from Continuing Operations Net loss $ (147,510) $ (79,055) $ (80,966) Add: Interest expense, net 9,034 9,107 20,743 Income tax expense (benefit) 389 390 (5,409) Depreciation and amortization 23,347 20,482 16,633 Change in fair value of acquisition-related contingent consideration expense — — 2,613 Change in fair value of contingent consideration receivable 3,650 — — Impairment charges 8,943 — 5,040 Business optimization expenses 872 1,061 — Severance costs 2,118 887 841 Executive transition 1,971 — — Cooperation agreement costs 980 — — Divestiture-related expense 2,981 — — Acquisition-related expense — 217 795 Stock-based compensation expense 32,378 32,191 27,651 Loss from discontinued operations 70,176 26,817 24,455 Adjusted EBITDA from continuing operations $ 9,329 $ 12,097 $ 12,396 Adjusted EBITDA (loss) from discontinued operations (6,243) 7,514 9,379 Total Adjusted EBITDA $ 3,086 $ 19,611 $ 21,775 Year Ended December 31, 2022 2021 2020 Reconciliation of Net Loss from Discontinued Operations, net of tax to Adjusted EBITDA (Loss) from Discontinued Operations Net loss from discontinued operations, net of tax $ (70,176) $ (26,817) $ (24,455) Add: Income tax (benefit) expense (318) 237 241 Depreciation and amortization 7,331 27,224 28,407 Impairment charges 47,885 — — Loss on disposal of business 2,879 — — Business optimization expenses — 107 — Severance costs 39 — 32 Settlement 1,448 500 — Acquisition-related expense — — 250 Divestiture-related expense 216 — — Stock-based compensation expense 4,453 6,263 4,904 Adjusted EBITDA (loss) from discontinued operations $ (6,243) $ 7,514 $ 9,379 Asset information by segment is not a key measure of performance used by the CODM. Accordingly, the Company has not disclosed asset information by segment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event | |
Subsequent Event | 24. Subsequent Events On January 20, 2023 (the “DoseMe Sale Date”), the Company and Tabula Rasa HealthCare Group, Inc., a wholly-owned subsidiary of the Company (the “Seller”), entered into a Share and Asset Purchase Agreement (the “DoseMe Purchase Agreement”), by and among the Company, Seller, and DoseMe Operations Inc. (“Buyer”), pursuant to which Seller agreed to sell to Buyer its unincorporated DoseMe Business, and the assets, properties, and rights that are primarily used or held for use in connection with the DoseMe Business. As consideration, Buyer agreed to pay to Seller on the DoseMe Sale Date $2,000 in cash, subject to certain customary post-closing adjustments. The purchase consideration also includes a note receivable of $3,000 with an annual interest rate of 7%, which matures on January 20, 2027. Initial accounting for the divestiture is incomplete as of March 10, 2023 due to the complexity of the transaction. Pro forma financial information has not been provided herein due to a lack of sufficient information at the time of filing. On March 2, 2023 (the “SinfoníaRx Sale Date”), the Company and Tabula Rasa HealthCare Group, Inc., a wholly-owned subsidiary of the Company (the “Seller”), entered into an Asset Purchase Agreement (the “SinfoníaRx Purchase Agreement”), by and among the Company, Seller, and Symphony Clinic, LLC (“Symphony”), pursuant to which Seller agreed to sell to Symphony its unincorporated SinfoníaRx Business, and the assets, properties, and rights that are primarily used or held for use in connection with the SinfoníaRx Business. As consideration, Symphony agreed to pay to Seller on the SinfoníaRx Sale Date $1,400 in cash, subject to certain customary post-closing adjustments. The purchase consideration also includes a note receivable of $3,600 with an annual interest rate of 3%, which matures on December 31, 2023. The Company may also be entitled to receive up to $1,000 in contingent consideration based upon potential regulatory changes affecting the business. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Schedule II-Valuation and Qualifying Accounts | |
Schedule II-Valuation and Qualifying Accounts | Schedule I I - Valuation and Qualifying Accounts for continuing operations as of and for the years ended December 31, 2022, 2021 and 2020. Additions Balance at Charged to Beginning of Costs and Balance at End Description Period Expenses Deductions of Period Allowance for doubtful accounts: Year Ended December 31, 2022 $ 110 $ 512 $ (254) $ 368 Year Ended December 31, 2021 $ 121 $ 148 $ (159) $ 110 Year Ended December 31, 2020 $ 318 $ (175) $ (22) $ 121 Allowance Change Balance at Recorded on In Foreign Beginning of Current Year Exchange Balance at End Description Period Losses Rate of Period Deferred tax asset valuation allowance: Year Ended December 31, 2022 $ 88,370 $ 22,954 $ (206) $ 111,118 Year Ended December 31, 2021 $ 23,178 $ 65,356 $ (164) $ 88,370 Year Ended December 31, 2020 $ 3,161 $ 19,877 $ 140 $ 23,178 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation . During the first quarter of 2022, the Company announced plans to evaluate non-core assets, refocus its corporate strategy, and increase stockholder value. As a result, the Company commenced plans to sell the SinfoníaRx, DoseMe, and PrescribeWellness businesses, which the Company acquired in September 2017, January 2019, and March 2019, respectively. The sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses were completed in August 2022, January 2023, and March 2023, respectively. These businesses comprised the majority of the Company’s MedWise HealthCare segment. The Company’s completed sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses represented a strategic business shift having a significant effect on the Company’s operations and financial results. As a result, the Company determined that these businesses met such requirements to be classified as held for sale and discontinued operations as of March 31, 2022, and the DoseMe and SinfoníaRx businesses continued to meet the requirements as of December 31, 2022. Accordingly, unless otherwise indicated, the accompanying consolidated financial statements have been recast for all periods presented to reflect the assets, liabilities, revenue, and expenses related to these businesses as discontinued operations. See Note 6 for further information on the Company’s discontinued operations. To provide improved description over the Company’s disaggregation of revenue, the Company retitled its revenue categories from product revenue and service revenue to medication revenue and technology-enabled solutions revenue, respectively, in the consolidated statements of operations and the notes to the consolidated financial statements. The change had no impact to the amounts previously reported in the consolidated statements of operations and the notes to the consolidated financial statements. |
Use of Estimates | (b) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates or assumptions. On an ongoing basis, management evaluates its estimates and assumptions, including, but not limited to, those related to: (i) the fair value of assets acquired and liabilities assumed for business combinations, (ii) the recognition and disclosure of contingent liabilities, (iii) the useful lives of long-lived assets, including definite-lived intangible assets, (iv) the evaluation of revenue recognition criteria, (v) the evaluation of contract assets and consideration payable to customers related to manufacturer rebates earned by the Company’s pharmacy benefit management solutions, (vi) the realizability of long-lived assets, including goodwill and intangible assets, (vii) the assumptions used to determine the fair value of right-of-use assets and liabilities for the Company’s leases, (viii) the assumptions used to determine the fair value of convertible debt instruments and related equity-classified conversion option, (ix) the fair value of contingent consideration receivable, and (x) the assumptions used to determine the fair value of held for sale businesses. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company has engaged and, in the future, may engage third-party valuation specialists to assist with estimates related to the valuation of assets and liabilities acquired. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances. |
Assets and Liabilities Held for Sale and Discontinued Operations | (c) Assets and Liabilities Held for Sale and Discontinued Operations A long-lived asset (or disposal group) is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable within a year. A long-lived asset (or disposal group) classified as held for sale is initially measured at the lower of its carrying amount or fair value less costs to sell. An impairment loss is recognized for any initial or subsequent write-down of the long-lived asset (or disposal group) to fair value less costs to sell. A gain or loss not previously recognized by the date of the sale of the long-lived asset (or disposal group) is recognized at the date of derecognition. Long-lived assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Long-lived assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet. Additional details surrounding the Company’s assets and liabilities held for sale and discontinued operations are included in Note 6. |
Revenue Recognition | (d) Revenue Recognition The Company evaluates its contractual arrangements to determine the performance obligations and transaction prices. Revenue is allocated to each performance obligation and recognized when the related performance obligation is satisfied. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. See Note 3 for additional details about the Company’s revenue offerings. |
Research and Development | (g) Research and Development Research and development expenses consist primarily of employment costs, including stock-based compensation expense, for employees engaged in scientific research, healthcare analytics, the design and development of new scientific algorithms, and the enhancement of the Company’s software and technology platforms. Research and development expenses also include costs for the design and development of new software and technology to support the Company’s service offerings, including fees paid to third-party consultants, costs related to quality assurance and testing, and other allocated facility-related overhead and expenses. Costs incurred in research and development are charged to expense as incurred. |
Stock-Based Compensation | (h) Stock-Based Compensation The Company accounts for stock-based awards granted to employees and directors in accordance with ASC Topic 718, Compensation — Stock Compensation The grant-date fair value of employee and non-employee director restricted stock awards and restricted stock units is determined using the Company’s closing stock price on the grant date. Restricted stock awards and restricted stock units generally vest over a one The grant-date fair value of performance stock units is determined based on the fair value of the Company’s closing stock price at grant date and the expected vesting units, taking into consideration the possibilities of all possible performance achievement levels. Stock-based compensation costs associated with these grants are recognized over the performance period. Performance stock units contain performance vesting conditions in addition to a service condition, and the vesting of performance stock units is dependent upon the degree to which the Company achieves its predetermined performance goals. The grant-date fair value of employee and non-employee director stock option awards is determined using the Black-Scholes option-pricing model. The Company estimates its expected stock volatility based on the historical volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method. The expected term of the stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The option price per share cannot be less than the fair market value of a share on the date the option was granted, and in the case of incentive stock options granted to an employee owning more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall not be less than 110% of the fair market value of Company stock on the date of grant. Stock option grants under the 2016 Plan (as defined below) generally expire ten years from the date of grant (other than incentive stock option grants to 10% shareholders, which have a five-year term) 90 days after termination, or one year after the date of death or termination due to disability. Stock options generally vest over a period of four years, with 25% of the options becoming exercisable on the one-year anniversary of the commencement date and the remaining shares vesting monthly thereafter for 36 months in equal installments of 2.08% per month. |
Income Taxes | (i) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. |
Net Loss per Share | (j) Net Loss per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock of the Company outstanding during the period. |
Cash and Cash Equivalents | (k) Cash and Cash Equivalents Cash consists of cash on deposit with banks. Cash equivalents consist of money market funds or highly liquid investments with a maturity of three months or less from the date of purchase. |
Restricted Cash | (l) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under certain contractual agreements are recorded in restricted cash on the Company’s consolidated balance sheets. As part of the Company’s third-party administration services under the CareVention HealthCare segment, the Company holds funds on behalf of its clients. These amounts are recorded as restricted cash with an offsetting liability recorded in accrued expenses and other liabilities on the Company’s consolidated balance sheets. |
Accounts Receivable, Net | (m) Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management estimates the expected lifetime credit losses on the Company’s trade receivables and contract assets using a broad range of reasonable and supportable information, which includes consideration of historical losses and current market conditions on the Company’s clients. The Company reviews its allowance for doubtful accounts monthly. The allowance for doubtful accounts was $368 and $110 as of December 31, 2022 and 2021, respectively. |
Inventories | (n) Inventories Inventories consist of prescription medications and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Client Claims Receivable and Client Claims Payable | (o) Client Claims Receivable and Client Claims Payable In conjunction with providing pharmacy benefit management (“PBM”) solutions for its clients, the Company collects payments for claims from its clients and remits them to the pharmacies that fulfilled the claims. Client claims receivable represents amounts invoiced to the Company’s PBM solutions clients for the adjudicated claims of the clients’ members. Client claims payable represents amounts owed to the pharmacies that filled the clients’ member claims. |
Cloud Computing Arrangements | (p) Cloud Computing Arrangements Costs to implement cloud computing arrangements that are hosted by third-party vendors are capitalized when incurred during the application development phase. Capitalized implementation costs are amortized on a straight-line basis over the reasonably certain term of the hosting arrangement, beginning when the service is ready for its intended use. As of December 31, 2022 and 2021, capitalized implementation costs of $882 and $747, respectively, were included in prepaid expenses. As of December 31, 2022 $1,276 was included in other assets on the Company’s consolidated balance sheets. Accumulated amortization for these arrangements was $590 and $398 as of December 31, 2022 and 2021, respectively. Amortization expense for the years ended December 31, 2022, 2021, and 2020 was $192, $208, and $185, respectively. |
Vendor Financing Arrangements | (q) Vendor Financing Arrangements On February 24, 2022, the Company expanded its existing relationship with a third-party service provider for business process outsourcing and technology services for its third-party administration services and electronic health records solutions. As a result, the third-party provider hired approximately 180 employees from the Company, hired to fill existing open positions, and will augment with additional resources to meet client demand. The agreement term is seven years and includes total estimated fees of $115,300. The arrangement includes extended payment terms for cloud computing implementation costs, internally developed software support, and business process support. In order to determine the present value of the commitment, the Company used an imputed interest rate of 9.5%, which was reflective of its estimated uncollateralized borrowing rate at signing. As of December 31, 2022, the outstanding principal balance of the financing arrangement was $5,169 with an unamortized discount of $1,239, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheet. Imputed interest expense from the arrangement was $166 for the year ended December 31, 2022. On October 1, 2022, the Company entered into a purchase arrangement with a third-party software support and service provider to purchase software licenses for total fees of $1,065. The purchased software licenses were delivered to the Company on the purchase date. The arrangement allows the Company to pay the fees over 36 monthly installment payments. The Company used an imputed interest rate of 10.0%, which was reflective of its estimated collateralized borrowing rate on purchase date. As of December 31, 2022, the outstanding principal balance of the financing arrangement was $916 with an unamortized discount of $138, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheet. Imputed interest expense from the arrangement was $1 for the year ended December 31, 2022. |
Leases | (r) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated net present value of lease payments over the lease term. As the rate implicit in the lease is not readily determinable for most leases, the Company uses its incremental borrowing rate in determining the net present value of lease payments. The Company estimates its incremental borrowing rate for each lease as of the measurement date with consideration of the risk-free rate for varying maturities corresponding to the remaining lease term, the risk premium attributed to the Company’s credit rating for a secured or collateralized instrument, and comparable borrowings of similarly rated companies. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. Many leases include options to renew, with the exercise of lease renewal options at the Company’s sole discretion. The lease terms that include options to renew the lease require such renewal to be included when it is reasonably certain that the Company will exercise such option. The depreciable life of finance lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. For leases where the Company will derive no economic benefit from leased space that it has vacated or where the Company has shortened the term of a lease when space is no longer needed, the Company will record an impairment or accelerated amortization of the ROU assets. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to include both lease and nonlease components as a single lease component for its operating leases. See Note 9 for further detail regarding the Company’s lease arrangements. |
Property and Equipment, Net | (s) Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Additions or improvements that increase the useful life of existing assets are capitalized, while expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. The Company depreciates computer hardware and purchased software over a life of three years and office furniture and equipment over a life of five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the consolidated statements of operations. |
Software Development Costs, Net | (t) Software Development Costs, Net Certain development costs of the Company’s internal-use software are capitalized in accordance with ASC Topic 350, Intangibles — Goodwill and Other |
Goodwill | (u) Goodwill Goodwill consists of the excess purchase price over fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Goodwill is assessed for impairment on October 1 of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company evaluates goodwill in accordance with ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Prior to performing the quantitative assessment, the Company has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors generally considered in the Company’s qualitative assessment that could trigger a quantitative assessment include significant underperformance relative to expected operating trends, significant changes in the way assets are used, underutilization of the Company’s tangible assets, discontinuance of certain products by the Company or by the Company’s clients, changes in the competitive environment, and significant negative industry or economic trends. If the Company determines that it is more likely than not that the fair value of a reporting unit is below the carrying amount, a quantitative goodwill impairment test is required. In the quantitative assessment, the fair value of the reporting unit is determined using either a discounted cash flow method or a market approach. If the fair value of the reporting unit is greater than its carrying amount, then the carrying amount is deemed to be recoverable and no further action is required. If the fair value of the reporting unit is less than its carrying amount, then an indication of goodwill impairment exists for the reporting unit and an impairment loss is recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value, and a charge is recorded on the Company’s consolidated statements of operations. For its annual assessment for the year ended December 31, 2022, the Company performed a quantitative assessment of goodwill as of October 1, 2022 using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2022. During first and second quarter of 2022, Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of March 31, 2022 and June 30, 2022, respectively, using a market approach, which estimates fair value based on a reconciliation of the Company’s market capitalization. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of March 31, 2022 and June 30, 2022. During fourth of quarter of 2021, the Company experienced a sustained decline in the price of the Company’s common stock. As a result, the Company determined that an indicator of impairment was present and performed a quantitative goodwill impairment assessment as of December 31, 2021 in addition to its annual assessment as of October 1, 2021. The fair value of the reporting units was estimated using a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The Company utilized forecasts of revenue and operating income, based on management’s estimates and long-term plans, as well as required estimates and judgments about working capital requirements, capital expenditures, income taxes, discount rates, terminal growth rates, long-term operating margins, and control premiums and valuation multiples appropriate for acquisitions in the industries in which the Company competes. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting units exceeded their carrying values, and as a result, goodwill was not impaired as of December 31, 2021. For the year ended December 31, 2020, the Company performed a qualitative assessment of goodwill and determined that it was not more likely than not that the fair value of its reporting units was less than the carrying amount. Accordingly, no impairment loss was recorded for the years ended December 31, 2022, 2021, or 2020. See Note 11 - Goodwill and Intangible Assets for additional information. |
Impairment of Long-Lived Assets Including Other Intangible Assets | (v) Impairment of Long-Lived Assets, Including Other Intangible Assets Long-lived assets consist of property and equipment, software development costs, and definite-lived intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use and disposition of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows or a combination of income and market approaches. During the first quarter of 2022, the Company became aware of changes in circumstances impacting the future application of certain capitalized software development costs and determined that an indicator of impairment was present. The Company evaluated the recoverability of the related long-lived assets by comparing their carrying amount to the future net undiscounted cash flows expected to be generated by the assets to determine if the carrying value was not recoverable. The recoverability test indicated that certain capitalized software development costs were impaired. As a result, the Company recognized an impairment loss equal to $4,062 for the year ended December 31, 2022. During the fourth quarter of 2021, the Company determined that an indicator of impairment was present as it related to definite-lived intangible assets obtained from the DoseMe acquisition in 2019, which are presented in current assets of discontinued operations as of December 31, 2022 and in noncurrent assets of discontinued operations as of December 31, 2021. The recoverability test indicated that the undiscounted cash flows of the asset group were less than its carrying value. Therefore, the estimated fair value of the DoseMe assets was determined based on a combination of a discounted cash flow method, or income approach, and market approaches, which estimate fair value based on a selection of appropriate peer group companies. The estimated fair value of the DoseMe assets exceeded its carrying value. As a result, no intangible asset impairment charges were recorded for the year ended December 31, 2021. During the fourth quarter of 2020, the Company determined that an indicator of impairment was present as related to definite-lived intangible assets obtained from the Medliance acquisition in 2014. The recoverability test indicated that certain intangible assets were impaired, and the Company recorded an aggregate impairment charge of $5,040 for the year ended December 2020. See Note 11 - Goodwill and Intangible Assets and Note 6 – Discontinued Operations for additional information. |
Contingencies | (w) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. |
Advertising Costs | (y) Advertising Costs Advertising costs are charged to operations when the advertising first takes place. The Company incurred advertising costs of $90, $334 and $185 for the years ended December 31, 2022, 2021, and 2020, respectively, which are included in sales and marketing expense. |
Business Combinations | (z) Business Combinations The costs of business combinations are allocated to the assets acquired and liabilities assumed, in each case based on estimates of their respective fair values at the acquisition dates, using the purchase method of accounting. Fair values of intangible assets are estimated by valuation models prepared by management and third-party specialists. The assets purchased and liabilities assumed have been reflected in the Company’s consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Acquisition-related contingent consideration that is classified as a liability is measured at fair value at the acquisition date with changes in fair value after the acquisition date affecting earnings in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expenses in the consolidated statements of operations. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. |
Segment Reporting | (aa) Segment Reporting The Company manages its business through two segments for the purposes of assessing performance and making operating decisions. The Company’s chief operating decision maker (“CODM”), the Interim Chief Executive Officer, allocates resources and assesses performance based upon financial information at the reportable segment level. All revenues are generated and all tangible assets are held in the U.S |
Concentration of Credit Risk | (bb) Concentration of Credit Risk The Company is subject to concentrations of credit risk related to cash, cash equivalents, restricted cash, accounts receivable, and client claims receivable. While the Company maintains its cash, cash equivalents and restricted cash with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any realized losses on cash, cash equivalents or restricted cash to date. The Company’s medication fulfillment services clients are sponsors of the federal Medicare Part D plan (prescription drug coverage plan) and, therefore, subject to the payment regulations established by the Centers for Medicare & Medicaid Services (“CMS”). Under CMS guidelines, Medicare Part D sponsors are required to remit payment for claims within 14 calendar days of the date on which an electronically submitted claim is received and within 30 days of the date on which non-electronically-submitted claims are received. The Company extends credit to clients based upon such terms, as well as management’s evaluation of creditworthiness, and generally collateral is not required. The Company’s clients also include health plans and other healthcare providers. Credit associated with these accounts is extended based upon management’s evaluation of creditworthiness and is monitored on an on-going basis. As of December 31, 2022 and December 31, 2021, no client represented more than 10% of net accounts receivable. As of December 31, 2022, one client represented 14% of client claims receivable. As of December 31, 2021, two clients represented 13% and 11%, respectively, of client claims receivable. For the years ended December 31, 2022, 2021, and 2020, one client accounted for 15%, 16%, and 16% of total revenue, respectively. |
Fair Value of Financial Instruments | (cc) Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities or other inputs that are observable or can be corroborated by observable markets. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Recent Accounting Pronouncement | (dd) Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under ASC Topic 606 (Revenue from Contracts with Customers) in order to align the recognition of a contract liability with the definition of performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 is effective for financial statements issued for fiscal years beginning after December 15, 2022; early adoption is permitted. The Company adopted ASU 2021-08 on January 1, 2023 and determined that it does not have a significant impact on the consolidated financial statements. |
Shipping and Handling | |
Accounting policies | |
Cost of Revenue | (x) Shipping and Handling Costs Shipping and handling costs are charged to cost of medication revenue when incurred. Shipping and handling costs totaled $13,613, $9,410, and $8,443 for the years ended December 31, 2022, 2021, and 2020, respectively. |
Medication | |
Accounting policies | |
Cost of Revenue | (e) Cost of Medication Revenue (exclusive of depreciation and amortization) Cost of medication revenue includes all costs directly related to the fulfillment and distribution of medications as part of the Company’s CareVention HealthCare offerings. These costs consist primarily of the purchase price of the medications that the Company dispenses, shipping and packaging, expenses associated with operating the Company’s medication fulfillment centers, including employment costs and stock-based compensation, and expenses related to the hosting of the Company’s technology platform. Cost of medication revenue also includes direct overhead expenses and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. |
Technology-enabled solutions | |
Accounting policies | |
Cost of Revenue | (f) Cost of Technology-Enabled Solutions Revenue (exclusive of depreciation and amortization) Cost of technology-enabled solutions revenue includes all costs directly related to servicing the Company’s CareVention HealthCare and MedWise HealthCare service contracts. These costs primarily consist of employment costs, including stock-based compensation, outside contractors, expenses related to supporting the Company’s software platforms, direct overhead expenses, and allocated indirect overhead costs. The Company allocates indirect overhead costs among functions based on employee headcount. |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Software Development Costs | |
Schedule of capitalized software costs | December 31, 2022 December 31, 2021 Software development costs $ 54,853 $ 49,481 Less: accumulated amortization (22,261) (20,227) Software development costs, net $ 32,592 $ 29,254 Capitalized software development costs included above not yet subject to amortization $ 4,997 $ 5,328 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue. | |
Schedule of disaggregated revenue by reportable segment | Year Ended December 31, 2022 2021 2020 CareVention HealthCare: Medication revenue $ 231,052 $ 189,591 $ 158,692 Technology-enabled solutions revenue 64,430 58,417 47,577 $ 295,482 $ 248,008 $ 206,269 MedWise HealthCare: Technology-enabled solutions revenue Value-based care solutions $ 3,077 $ 11,617 $ 14,926 Software subscription and services 957 257 194 $ 4,034 $ 11,874 $ 15,120 Total revenue $ 299,516 $ 259,882 $ 221,389 |
Schedule of contract assets and contract liabilities from contracts with customers | December 31, December 31, 2022 2021 Contract assets $ 15,115 $ 12,695 Contract liabilities 3,435 2,191 |
Schedule of significant changes in the contract assets and the contract liabilities balances | December 31, December 31, 2022 2021 Contract assets: Contract assets, beginning of year $ 12,695 $ 7,024 Decreases due to cash received (12,447) (8,889) Changes to the contract assets at the beginning of the year as a result of changes in estimates 153 2,392 Changes during the year, net of reclassifications to receivables 14,714 12,168 Contract assets, end of year $ 15,115 $ 12,695 Contract liabilities: Contract liabilities, beginning of year $ 2,191 $ 1,982 Revenue recognized that was included in the contract liabilities balance at the beginning of the year (1,990) (1,523) Increases due to cash received, excluding amounts recognized as revenue during the year 3,234 1,732 Contract liabilities, end of year $ 3,435 $ 2,191 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net loss per share | Year Ended December 31, 2022 2021 2020 Numerator (basic and diluted): Net loss from continuing operations $ (77,334) $ (52,238) $ (56,511) Net loss from discontinued operations (70,176) (26,817) (24,455) Net loss $ (147,510) $ (79,055) $ (80,966) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 24,293,483 23,290,660 21,815,388 Net loss per share from continuing operations, basic and diluted $ (3.18) $ (2.24) $ (2.59) Net loss per share from discontinued operations, basic and diluted (2.89) (1.15) (1.12) Total net loss per share, basic and diluted $ (6.07) $ (3.39) $ (3.71) |
Schedule of shares excluded from the calculation of diluted net loss per share | December 31, 2022 2021 2020 Stock options to purchase common stock 1,177,805 1,604,226 2,096,556 Unvested restricted stock and restricted stock units 2,295,313 2,196,566 1,386,908 Common stock warrants 4,646,393 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 4,646,393 — 12,765,904 13,093,578 8,129,857 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of proforma results | Year Ended December 31, 2020 Revenue $ 230,262 Net loss (55,987) |
Personica | |
Schedule of allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities | Cash $ 3,407 Accounts receivable 945 Inventories 322 Client claims receivable 8,736 Prepaid expenses and other current assets 4,747 Property and equipment 665 Operating lease right-of-use assets 645 Other assets 15 Trade names 700 Client relationships 28,300 Non-competition agreements 290 Goodwill 20,075 Total assets acquired $ 68,847 Client claims payable (8,022) Accrued expenses and other liabilities (9,645) Trade accounts payable (310) Operating lease liabilities (634) Total purchase price $ 50,236 |
Schedule of purchase price consideration | Cash consideration at closing, including post-closing adjustments $ 10,292 Promissory notes at closing, at fair value 16,355 Stock consideration at closing 23,589 Total fair value of acquisition consideration $ 50,236 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | |
Discontinued Operations | |
Schedules of discontinued operations | The following table summarizes the net assets sold as finally reported on the sale date of August 1, 2022, and as of December 31, 2021, classified as discontinued operations on the consolidated balance sheets as of December 31, 2021: August 1, December 31, 2022 2021 Accounts receivable, net $ 5,020 $ 8,002 Prepaid expenses and other assets 1,751 1,038 Property and equipment, net 371 — Operating lease right-of-use assets 1,252 — Software development costs, net 14,536 — Goodwill 35,314 — Intangible assets, net 81,504 — Impairment of carrying value (8,500) — Total current assets of discontinued operations $ 131,248 $ 9,040 Property and equipment, net $ — $ 412 Operating lease right-of-use assets — 1,434 Software development costs, net — 11,474 Goodwill — 47,459 Intangible assets, net — 84,617 Other assets — 64 Total noncurrent assets of discontinued operations $ — $ 145,460 Operating lease liabilities $ 1,086 $ 620 Accounts payable 491 913 Accrued expenses and other liabilities 2,754 3,529 Total current liabilities of discontinued operations $ 4,331 $ 5,062 Noncurrent operating lease liabilities $ — $ 830 Other long-term liabilities — 135 Total noncurrent liabilities of discontinued operations $ — $ 965 The following table summarizes the results of operations of the PrescribeWellness Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Revenue $ 19,306 $ 38,304 $ 35,311 Cost of revenue, exclusive of depreciation and amortization 7,747 13,295 13,615 Operating expenses 14,930 33,579 27,658 Impairment charges 20,645 — — Loss on disposal of business 2,879 — — Loss from discontinued operations before income taxes (26,895) (8,570) (5,962) Income tax (benefit) expense (299) 169 172 Net loss from discontinued operations, net of tax $ (26,596) $ (8,739) $ (6,134) The following table summarizes the significant operating noncash items and investing activities of PrescribeWellness Business: Year Ended December 31, 2022 2021 2020 Depreciation and amortization $ 4,551 $ 16,374 $ 14,815 Impairment charges 20,645 — — Stock-based compensation 1,697 2,977 1,370 Loss on disposal of business 2,879 — — Purchases of property and equipment (22) (128) (200) Software development costs (4,443) (8,169) (5,479) |
DoseMe and SinfonaRx businesses | Discontinued Operations, Held-for-sale | |
Discontinued Operations | |
Schedules of discontinued operations | The following table s ummarizes the results of operations of the businesses, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 Year Ended December 31, 2022 2021 2020 Revenue $ 27,898 $ 33,074 $ 40,519 Cost of revenue, exclusive of depreciation and amortization 27,153 26,683 30,579 Operating expenses 17,104 24,401 28,192 Impairment charges 27,240 — — Loss from discontinued operations before income taxes (43,599) (18,010) (18,252) Income tax (benefit) expense (19) 68 69 Net loss from discontinued operations, net of tax $ (43,580) $ (18,078) $ (18,321) The following table summarizes the DoseMe and SinfoníaRx businesses’ current and noncurrent assets and liabilities classified as discontinued operations on the consolidated balance sheets as of December 31, 2022 and December 31, 2021: December 31, December 31, 2022 2021 Cash $ 18 $ 273 Accounts receivable, net 4,237 4,644 Prepaid expenses and other assets 2,217 554 Property and equipment, net 1,350 — Operating lease right-of-use assets 3,991 — Software development costs, net 7,563 — Goodwill 1,927 — Intangible assets, net 22,635 — Impairment of carrying value (21,113) — Total current assets of discontinued operations $ 22,825 $ 5,471 Property and equipment, net $ — $ 1,485 Operating lease right-of-use assets — 3,296 Software development costs, net — 4,466 Goodwill — 8,053 Intangible assets, net — 24,675 Other assets — 123 Total noncurrent assets of discontinued operations $ — $ 42,098 Operating lease liabilities $ 3,525 $ 793 Accounts payable 3,230 3,395 Accrued expenses and other liabilities 6,634 3,130 Total current liabilities of discontinued operations $ 13,389 $ 7,318 Noncurrent operating lease liabilities $ — $ 2,608 Total noncurrent liabilities of discontinued operations $ — $ 2,608 The following table summarizes the DoseMe and SinfoníaRx businesses’ significant operating noncash items and investing activities of discontinued operations: Year Ended December 31, 2022 2021 2020 Depreciation and amortization $ 2,780 $ 10,850 $ 13,592 Impairment charges 27,240 — — Stock-based compensation 2,756 3,286 3,534 Purchases of property and equipment (52) (205) (1,783) Software development costs (3,651) (3,514) (1,637) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Schedule of Other Current Assets | December 31, 2022 December 31, 2021 Contract assets $ 15,115 $ 12,695 Non-trade receivables 719 3,289 Other 2,353 2,049 Total other current assets $ 18,187 $ 18,033 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment. | |
Schedule of property plant and equipment | Estimated December 31, useful life 2022 2021 Computer hardware and purchased software 3 years $ 7,548 $ 5,943 Office furniture and equipment 5 years 13,855 12,998 Leasehold improvements 3-14 years 6,779 10,264 28,182 29,205 Less: accumulated depreciation and amortization (19,024) (17,427) Property and equipment, net $ 9,158 $ 11,778 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Summary of components of lease expense | Year Ended December 31, 2022 2021 2020 Operating lease expense $ 3,318 $ 3,404 $ 3,635 Finance lease expense: Amortization of leased assets — — 138 Interest on lease liabilities — — 1 Total finance lease expense — — 139 Variable lease expense 1,004 1,012 1,184 Short-term lease expense 15 10 13 Total lease expense $ 4,337 $ 4,426 $ 4,971 |
Summary of supplemental balance sheet information related to leases | December 31, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 10,483 $ 16,323 Current operating lease liabilities $ 2,708 $ 3,275 Noncurrent operating lease liabilities 12,786 15,792 Total operating lease liabilities $ 15,494 $ 19,067 Weighted average remaining lease term (in years): Operating leases 6.7 7.3 Weighted average discount rate: Operating leases 4.6 % 4.6 % |
Summary of supplemental cash flow information related to leases | Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,362 $ 3,356 $ 3,212 Operating cash flows for finance leases — — 1 Financing cash flows for finance leases — 4 56 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 52 $ 1,475 $ 646 Right-of-use assets impairment charges $ 2,805 $ — $ — |
Summary of maturities of operating lease liabilities | Operating leases 2023 $ 2,764 2024 2,705 2025 2,704 2026 2,537 2027 2,335 Thereafter 4,928 Total minimum lease payments 17,973 Less: imputed interest (2,479) Present value of lease liabilities 15,494 Less: current portion (2,708) Total long-term lease liabilities $ 12,786 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | CareVention HealthCare Balance at January 1, 2021 $ 115,350 Adjustments to goodwill related to prior year acquisition (27) Balance at January 1, 2022 115,323 Adjustments to goodwill — Balance at December 31, 2022 $ 115,323 |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2022 Trade names 2.6 $ 1,340 $ (1,000) $ 340 Client relationships 11.7 51,264 (15,781) 35,483 Non-competition agreements 5.0 1,640 (1,303) 337 Developed technology 6.2 14,720 (12,580) 2,140 Domain name 10.0 59 (33) 26 Total intangible assets $ 69,023 $ (30,697) $ 38,326 Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net December 31, 2021 Trade names 2.9 $ 1,340 $ (853) $ 487 Client relationships 11.7 51,264 (11,042) 40,222 Non-competition agreements 5.0 1,640 (975) 665 Developed technology 6.2 14,720 (10,768) 3,952 Domain name 10.0 59 (27) 32 Total intangible assets $ 69,023 $ (23,665) $ 45,358 |
Schedule of estimated amortization expense | Years Ending December 31, 2023 $ 5,882 2024 4,684 2025 4,467 2026 4,338 2027 4,270 Thereafter 14,685 Total estimated amortization expense $ 38,326 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2022 December 31, 2021 Employee related expenses $ 10,780 $ 8,595 Contract liability 3,309 2,015 Customer deposits 904 904 Client funds obligations* 12,372 6,038 Contract labor 3 838 Interest 2,133 2,281 Vendor financing arrangements 568 — Professional fees 748 1,327 Consideration payable to customer 20,311 15,971 Income and non-income taxes payable 8 15 Other expenses 4,609 3,013 Total accrued expenses and other liabilities $ 55,745 $ 40,997 *This amount represents client funds held by the Company, with an offsetting amount included in restricted cash. |
Line of Credit and Long-Term _2
Line of Credit and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | December 31, 2022 December 31, 2021 Convertible senior subordinated notes $ 235,272 $ 325,000 Convertible senior subordinated notes - related party 89,728 — Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (4,366) (5,701) Total long-term debt, net $ 320,634 $ 319,299 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of components of (loss) income | Years Ended December 31, 2022 2021 2020 United States $ (76,945) $ (51,848) $ (61,920) Total loss before income taxes $ (76,945) $ (51,848) $ (61,920) |
Schedule of expense (benefit) from income taxes | Years Ended December 31, 2022 2021 2020 Current: State and local $ 93 $ 114 $ 134 Total current income tax expense 93 114 134 Deferred: US federal 14 52 (2,930) State and local 282 224 (2,613) Total deferred income tax expense (benefit) 296 276 (5,543) Total income tax expense (benefit) $ 389 $ 390 $ (5,409) |
Schedule of principal components of deferred tax assets (liabilities) | December 31, 2022 2021 Deferred tax assets: Net federal operating loss carryforward $ 51,270 $ 45,037 Net state operating loss carryforward 13,800 10,597 Net international operating loss carryforward 4,071 3,554 Interest expense limitation carryforward 19,848 14,501 Unamortized debt discount 13,629 17,515 Accruals 1,221 1,257 Amortizable intangible assets 419 1,479 Stock options 4,793 8,671 Operating lease liabilities 4,987 6,335 Assets held for sale 8,591 — Other 420 562 Deferred tax assets 123,049 109,508 Less: valuation allowances (111,118) (88,370) Deferred tax assets after valuation allowance 11,931 21,138 Deferred tax liabilities: Fixed assets (5,002) (12,080) Operating lease right-of-use assets (3,795) (5,576) Indefinite-lived intangibles (4,383) (4,830) Other (131) (54) Deferred tax liabilities (13,311) (22,540) Net deferred tax liabilities $ (1,380) $ (1,402) |
Schedule of change in valuation allowance | Year-Ended December 31, 2022 2021 Balance at beginning of the year $ 88,370 $ 23,178 Increase due to NOLs and temporary differences 22,954 65,356 Change in foreign exchange rate (206) (164) Balance at end of the year $ 111,118 $ 88,370 |
Schedule of reconciliation of income tax (expense) benefit | December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.8 17.9 4.7 Change in valuation allowance (7.9) (78.0) (20.8) Non-deductible stock compensation and tax windfall benefits, net (10.6) (1.0) 3.5 Change in fair value of contingent consideration (4.8) — (0.9) Change in deduction for debt discount amortization — 38.2 — Non-deductible expenses and other — 1.1 1.2 Effective income tax rate (0.5) % (0.8) % 8.7 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Summary of restricted stock award activity | Weighted average Number grant-date of shares fair value Outstanding at January 1, 2020 1,213,581 $ 37.69 Granted 581,107 59.83 Vested (356,389) 45.89 Forfeited (51,391) 57.14 Outstanding at December 31, 2020 1,386,908 44.14 Granted 1,457,752 40.02 Vested (502,410) 48.42 Forfeited (145,684) 47.76 Outstanding at December 31, 2021 2,196,566 40.19 Granted 2,154,626 4.40 Vested (1,256,758) 34.62 Forfeited (791,537) 16.80 Outstanding at December 31, 2022 2,302,897 $ 17.78 |
Schedule of weighted average assumptions for employee grants | Year Ended December 31, Valuation assumptions: 2021 2020 Expected volatility 58.57 % 56.10 % Expected term (years) 5.48 5.25 Risk-free interest rate 0.50 % 1.22 % Dividend yield — — |
Summary of stock option activity | Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at January 1, 2020 2,755,343 $ 25.10 Granted 5,000 68.10 Exercised (554,007) 11.69 Forfeited (109,780) 44.17 Outstanding at December 31, 2020 2,096,556 27.74 Granted 2,500 55.01 Exercised (365,770) 11.88 Forfeited (129,060) 46.45 Outstanding at December 31, 2021 1,604,226 29.90 Exercised (14,732) 4.70 Forfeited (411,689) 35.12 Outstanding at December 31, 2022 1,177,805 $ 28.39 4.0 $ 279 Options vested and expected to vest at December 31, 2022 1,177,805 $ 28.39 4.0 $ 279 Exercisable at December 31, 2022 1,167,411 $ 28.16 3.9 $ 279 |
Schedule of recorded stock-based compensation expense related to stock options | Year Ended December 31, 2022 2021 2020 Cost of medication revenue $ 917 $ 1,279 $ 887 Cost of technology-enabled solutions revenue 2,806 3,635 2,935 Research and development 4,935 5,989 5,076 Sales and marketing 721 1,540 1,074 General and administrative 22,999 19,748 17,679 Discontinued operations 4,453 6,263 4,904 Total stock-based compensation expense $ 36,831 $ 38,454 $ 32,555 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of assets measured at fair value on a recurring basis | Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 December 31, 2022 Assets Money market funds $ 50,382 $ — $ — $ 50,382 Contingent consideration receivable - long-term — — 3,350 3,350 Total $ 50,382 $ — $ 3,350 $ 53,732 |
Schedule of financial instruments not carried at fair value | Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 320,634 $ 260,023 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Schedule of reportable operating segment information | CareVention HealthCare Shared Services and Other Consolidated Revenue: Year Ended December 31, 2022 Medication revenue $ 231,052 $ — $ 231,052 Technology-enabled solutions revenue 64,430 4,034 68,464 Total revenue $ 295,482 $ 4,034 $ 299,516 Year Ended December 31, 2021 Medication revenue $ 189,591 $ — $ 189,591 Technology-enabled solutions revenue 58,417 11,874 70,291 Total revenue $ 248,008 $ 11,874 $ 259,882 Year Ended December 31, 2020 Medication revenue $ 158,692 $ — $ 158,692 Technology-enabled solutions revenue 47,577 15,120 62,697 Total revenue $ 206,269 $ 15,120 $ 221,389 CareVention HealthCare Shared Services and Other Consolidated Adjusted EBITDA (Loss) from Continuing Operations: Year Ended December 31, 2022 Adjusted EBITDA (loss) $ 55,093 $ (45,764) $ 9,329 Year Ended December 31, 2021 Adjusted EBITDA (loss) $ 56,572 $ (44,475) $ 12,097 Year Ended December 31, 2020 Adjusted EBITDA (loss) $ 50,400 $ (38,004) $ 12,396 |
Schedules of reconciliation of net loss to Adjusted EBITDA | Year Ended December 31, 2022 2021 2020 Reconciliation of Net Loss to Adjusted EBITDA from Continuing Operations Net loss $ (147,510) $ (79,055) $ (80,966) Add: Interest expense, net 9,034 9,107 20,743 Income tax expense (benefit) 389 390 (5,409) Depreciation and amortization 23,347 20,482 16,633 Change in fair value of acquisition-related contingent consideration expense — — 2,613 Change in fair value of contingent consideration receivable 3,650 — — Impairment charges 8,943 — 5,040 Business optimization expenses 872 1,061 — Severance costs 2,118 887 841 Executive transition 1,971 — — Cooperation agreement costs 980 — — Divestiture-related expense 2,981 — — Acquisition-related expense — 217 795 Stock-based compensation expense 32,378 32,191 27,651 Loss from discontinued operations 70,176 26,817 24,455 Adjusted EBITDA from continuing operations $ 9,329 $ 12,097 $ 12,396 Adjusted EBITDA (loss) from discontinued operations (6,243) 7,514 9,379 Total Adjusted EBITDA $ 3,086 $ 19,611 $ 21,775 Year Ended December 31, 2022 2021 2020 Reconciliation of Net Loss from Discontinued Operations, net of tax to Adjusted EBITDA (Loss) from Discontinued Operations Net loss from discontinued operations, net of tax $ (70,176) $ (26,817) $ (24,455) Add: Income tax (benefit) expense (318) 237 241 Depreciation and amortization 7,331 27,224 28,407 Impairment charges 47,885 — — Loss on disposal of business 2,879 — — Business optimization expenses — 107 — Severance costs 39 — 32 Settlement 1,448 500 — Acquisition-related expense — — 250 Divestiture-related expense 216 — — Stock-based compensation expense 4,453 6,263 4,904 Adjusted EBITDA (loss) from discontinued operations $ (6,243) $ 7,514 $ 9,379 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted stock and restricted stock units | Minimum | |
Stock-Based Compensation | |
Vesting period | 1 year |
Restricted stock and restricted stock units | Maximum | |
Stock-Based Compensation | |
Vesting period | 4 years |
Stock options | |
Stock-Based Compensation | |
Vesting period | 4 years |
Stock options | Vesting, Tranche 1 | |
Stock-Based Compensation | |
Vesting period | 1 year |
Vesting (as a percent) | 25% |
Stock options | Vesting, Tranche 2 | |
Stock-Based Compensation | |
Period of monthly vesting | 36 months |
Monthly vesting (as a percent) | 2.08% |
Stock options | Employees, excluding employees owning more than 10% of voting power | Maximum | |
Stock-Based Compensation | |
Expiration term | 10 years |
Expiration term after termination | 90 days |
Expiration term after death or termination due to disability | 1 year |
Stock options | Employees owning more than 10% of voting power | |
Stock-Based Compensation | |
Expiration term | 5 years |
Stock options | Employees owning more than 10% of voting power | Minimum | |
Stock-Based Compensation | |
Ownership (as a percent) | 10% |
Option price as percentage of fair market value of common stock on the date of grant | 110% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, net | ||
Allowance for doubtful accounts | $ 368 | $ 110 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cloud Computing Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other assets | |||
Accumulated amortization, cloud computing implementation costs | $ 590 | $ 398 | |
Amortization expense, cloud computing implementation costs | 192 | 208 | $ 185 |
Prepaid expenses | |||
Other assets | |||
Capitalized cloud computing implementation costs | 882 | $ 747 | |
Other assets | |||
Other assets | |||
Capitalized cloud computing implementation costs | $ 1,276 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Vendor Financing Arrangements (Details) $ in Thousands | 12 Months Ended | ||
Oct. 01, 2022 USD ($) payment | Feb. 24, 2022 USD ($) employee | Dec. 31, 2022 USD ($) | |
Business administration services and electronic health records solutions partner | |||
Financing Arrangements | |||
Number of Company employees hired by third-party provider | employee | 180 | ||
Term of business partnership agreement | 7 years | ||
Total estimated fees under business partnership agreement | $ 115,300 | ||
Vendor Financing Arrangements, Imputed interest rate (as a percent) | 9.50% | ||
Vendor Financing Arrangements, Imputed interest expense | $ 166 | ||
Business administration services and electronic health records solutions partner | Accrued expenses and other liabilities, Current and noncurrent | |||
Financing Arrangements | |||
Vendor Financing Arrangements, Outstanding principal balance | 5,169 | ||
Vendor Financing Arrangements, Unamortized discount | 1,239 | ||
Software support and service provider | |||
Financing Arrangements | |||
Amount of fees for software licenses | $ 1,065 | ||
Number of monthly installment payments | payment | 36 | ||
Vendor Financing Arrangements, Imputed interest rate (as a percent) | 10% | ||
Vendor Financing Arrangements, Outstanding principal balance | 916 | ||
Vendor Financing Arrangements, Unamortized discount | 138 | ||
Vendor Financing Arrangements, Imputed interest expense | $ 1 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment and Software Development Costs, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer hardware and purchased software | |
Property and Equipment | |
Useful life | 3 years |
Office furniture and equipment | |
Property and Equipment | |
Useful life | 5 years |
Software development | |
Property and Equipment | |
Useful life | 3 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Software development costs impairment | $ 4,062 | ||
Intangible asset impairment | $ 0 | $ 5,040 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income | Long-lived asset impairment charge | Long-lived asset impairment charge |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Shipping and Handling (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of revenue | |||
Cost of revenue | $ 232,603 | $ 193,378 | $ 160,618 |
Shipping and Handling | |||
Disaggregation of revenue | |||
Cost of revenue | $ 13,613 | $ 9,410 | $ 8,443 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Advertising Costs and Segment Data (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies | |||
Advertising costs | $ | $ 90 | $ 334 | $ 185 |
Number of segments | segment | 2 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Concentration of Risk (Details) - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Client Claims Receivable | Credit risk | |||
Concentration Risk | |||
Number of clients | 2 | ||
Client Claims Receivable | Credit risk | Client One | |||
Concentration Risk | |||
Number of clients | 1 | ||
Concentration risk (as a percent) | 14% | 13% | |
Client Claims Receivable | Credit risk | Client Two | |||
Concentration Risk | |||
Concentration risk (as a percent) | 11% | ||
Revenue | Customer risk | Client One | |||
Concentration Risk | |||
Number of clients | 1 | 1 | 1 |
Concentration risk (as a percent) | 15% | 16% | 16% |
Revenue - General (Details)
Revenue - General (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Contract with customer | |
Client contract term | 1 year |
Termination notice period | 0 days |
Maximum | |
Contract with customer | |
Client contract term | 5 years |
Termination notice period | 180 days |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of revenue | |||
Total revenue | $ 299,516 | $ 259,882 | $ 221,389 |
Medication | |||
Disaggregation of revenue | |||
Total revenue | 231,052 | 189,591 | 158,692 |
Technology-enabled solutions | |||
Disaggregation of revenue | |||
Total revenue | 68,464 | 70,291 | 62,697 |
CareVention HealthCare | |||
Disaggregation of revenue | |||
Total revenue | 295,482 | 248,008 | 206,269 |
CareVention HealthCare | Medication | |||
Disaggregation of revenue | |||
Total revenue | 231,052 | 189,591 | 158,692 |
CareVention HealthCare | Technology-enabled solutions | |||
Disaggregation of revenue | |||
Total revenue | 64,430 | 58,417 | 47,577 |
MedWise HealthCare | |||
Disaggregation of revenue | |||
Total revenue | 4,034 | 11,874 | 15,120 |
MedWise HealthCare | Value-based care solutions | |||
Disaggregation of revenue | |||
Total revenue | 3,077 | 11,617 | 14,926 |
MedWise HealthCare | Software subscription and services | |||
Disaggregation of revenue | |||
Total revenue | $ 957 | $ 257 | $ 194 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract Balances | |||
Contract assets | $ 15,115 | $ 12,695 | $ 7,024 |
Contract liabilities | $ 3,435 | $ 2,191 | $ 1,982 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract assets: | ||
Contract assets, beginning of period | $ 12,695 | $ 7,024 |
Decreases due to cash received | (12,447) | (8,889) |
Changes to the contract assets at the beginning of the period as a result of changes in estimates | 153 | 2,392 |
Changes during the year, net of reclassifications to receivables | 14,714 | 12,168 |
Contract assets, end of period | 15,115 | 12,695 |
Contract liabilities: | ||
Contract liabilities, beginning of period | 2,191 | 1,982 |
Revenue recognized that was included in the contract liabilities balance at the beginning of the period | (1,990) | (1,523) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 3,234 | 1,732 |
Contract liabilities, end of period | $ 3,435 | $ 2,191 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator (basic and diluted): | |||
Net loss from continuing operations, basic | $ (77,334) | $ (52,238) | $ (56,511) |
Net loss from discontinued operations, basic | (70,176) | (26,817) | (24,455) |
Net loss, basic | (147,510) | (79,055) | (80,966) |
Net loss from continuing operations, diluted | (77,334) | (52,238) | (56,511) |
Net loss from discontinued operations, diluted | (70,176) | (26,817) | (24,455) |
Net loss, diluted | $ (147,510) | $ (79,055) | $ (80,966) |
Denominator (basic and diluted): | |||
Weighted average common shares outstanding, basic (in shares) | 24,293,483 | 23,290,660 | 21,815,388 |
Weighted average common shares outstanding, diluted (in shares) | 24,293,483 | 23,290,660 | 21,815,388 |
Net loss per share from continuing operations, basic (in dollars per share) | $ (3.18) | $ (2.24) | $ (2.59) |
Net loss per share from discontinued operations, basic (in dollars per share) | (2.89) | (1.15) | (1.12) |
Total net loss per share, basic (in dollars per share) | (6.07) | (3.39) | (3.71) |
Net loss per share from continuing operations, diluted (in dollars per share) | (3.18) | (2.24) | (2.59) |
Net loss per share from discontinued operations, diluted (in dollars per share) | (2.89) | (1.15) | (1.12) |
Total net loss per share, diluted (in dollars per share) | $ (6.07) | $ (3.39) | $ (3.71) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Securities excluded from the calculation of diluted net loss per share | |||
Anti-dilutive securities | 12,765,904 | 13,093,578 | 8,129,857 |
Stock options | |||
Securities excluded from the calculation of diluted net loss per share | |||
Anti-dilutive securities | 1,177,805 | 1,604,226 | 2,096,556 |
Restricted stock and restricted stock units | |||
Securities excluded from the calculation of diluted net loss per share | |||
Anti-dilutive securities | 2,295,313 | 2,196,566 | 1,386,908 |
Common stock warrants/Convertible note warrants | |||
Securities excluded from the calculation of diluted net loss per share | |||
Anti-dilutive securities | 4,646,393 | 4,646,393 | 4,646,393 |
Convertible senior subordinated notes, Option to purchase shares | |||
Securities excluded from the calculation of diluted net loss per share | |||
Anti-dilutive securities | 4,646,393 | 4,646,393 |
Acquisitions - Personica (Detai
Acquisitions - Personica (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 05, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisition | |||||||
Direct acquisition costs | $ 217 | $ 795 | |||||
Purchase price consideration | |||||||
Stock consideration at closing | 23,589 | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Goodwill | $ 115,323 | 115,323 | |||||
Total revenue | 299,516 | 259,882 | 221,389 | ||||
Net loss | (147,510) | (79,055) | (80,966) | ||||
Amortization expense | $ 7,032 | $ 7,560 | 6,542 | ||||
Trade name | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Weighted average amortization period | 2 years 7 months 6 days | 2 years 10 months 24 days | |||||
Non-competition agreements | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Weighted average amortization period | 5 years | 5 years | |||||
Medication | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | $ 231,052 | $ 189,591 | 158,692 | ||||
Technology-enabled solutions | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | $ 68,464 | 70,291 | 62,697 | ||||
Personica | |||||||
Acquisition | |||||||
Cash consideration | $ 10,000 | ||||||
Issuance of common stock (in shares) | 555,555 | ||||||
Direct acquisition costs | $ 217 | 794 | |||||
Purchase price consideration | |||||||
Cash consideration at closing, including post-closing adjustments | $ 10,292 | ||||||
Promissory notes at closing, at fair value | 16,355 | ||||||
Stock consideration at closing | 23,589 | ||||||
Total fair value of acquisition consideration | 50,236 | ||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Cash | 3,407 | ||||||
Accounts receivable | 945 | ||||||
Inventories | 322 | ||||||
Client claims receivable | 8,736 | ||||||
Prepaid expenses and other current assets | 4,747 | ||||||
Property and equipment | 665 | ||||||
Operating lease right-of-use assets | 645 | ||||||
Other assets | 15 | ||||||
Goodwill | 20,075 | ||||||
Total assets acquired | 68,847 | ||||||
Client claims payable | (8,022) | ||||||
Accrued expenses and other liabilities | (9,645) | ||||||
Trade accounts payable | (310) | ||||||
Operating lease liabilities | (634) | ||||||
Total purchase price | $ 50,236 | ||||||
Weighted average amortization period | 11 years 9 months 18 days | ||||||
Net loss | 5 | ||||||
Amortization expense | 625 | ||||||
Personica | Trade name | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 700 | ||||||
Weighted average amortization period | 5 years 7 months 6 days | ||||||
Personica | Client relationships intangible asset | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 28,300 | ||||||
Weighted average amortization period | 12 years | ||||||
Personica | Non-competition agreements | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Intangible assets | $ 290 | ||||||
Weighted average amortization period | 5 years | ||||||
Personica | Notes | |||||||
Acquisition | |||||||
Amount of promissory notes | $ 17,000 | ||||||
Amount of promissory notes paid in cash during period | $ 4,000 | $ 5,500 | $ 7,500 | ||||
Reduction in amount paid | $ 458 | ||||||
Personica | Medication | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | 1,804 | ||||||
Personica | Technology-enabled solutions | |||||||
Allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed | |||||||
Total revenue | $ 1,738 |
Acquisitions - Pro forma (unaud
Acquisitions - Pro forma (unaudited) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Acquisitions | |
Revenue | $ 230,262 |
Net loss | $ (55,987) |
Discontinued Operations - Dives
Discontinued Operations - Divestiture of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | |
Discontinued Operations | ||||
Contingent consideration receivable | $ 7,000 | $ 3,350 | ||
Loss on disposal of business | 2,879 | |||
Proceeds from sale of business | 120,038 | |||
Other income | 1,064 | |||
TDS | Transition Services Agreement | ||||
Discontinued Operations | ||||
Other income | 1,064 | |||
PrescribeWellness business and KD assets | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Cash consideration received | 125,000 | |||
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Cash consideration received | 118,561 | |||
Amount of cash received for certain adjustments related to net working capital subsequent to date of sale | $ 1,477 | |||
Maximum amount of contingent consideration to be received | 15,000 | |||
Contingent consideration receivable | 7,000 | |||
Impairment charges | 20,645 | |||
Loss on disposal of business | 2,879 | 2,879 | ||
Aggregate gain/(loss) including impairment | $ 11,379 | |||
PrescribeWellness business | Discontinued Operations, Held-for-sale | ||||
Discontinued Operations | ||||
Goodwill impairment | $ 12,145 | |||
Impairment charge on net assets held for sale | $ 8,500 | |||
KD assets | Discontinued Operations, Disposed of by Sale | KD | ||||
Discontinued Operations | ||||
Cash consideration received | $ 5,900 |
Discontinued Operations - Div_2
Discontinued Operations - Divestiture of Business, Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 01, 2022 | Dec. 31, 2021 |
Current assets of discontinued operations | |||
Total current assets of discontinued operations | $ 22,825 | $ 14,511 | |
Noncurrent assets of discontinued operations | |||
Total noncurrent assets of discontinued operations | 187,558 | ||
Current liabilities of discontinued operations | |||
Total current liabilities of discontinued operations | $ 13,389 | 12,380 | |
Noncurrent liabilities of discontinued operations | |||
Total noncurrent liabilities of discontinued operations | 3,573 | ||
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | |||
Current assets of discontinued operations | |||
Accounts receivable, net | $ 5,020 | ||
Prepaid expenses and other assets | 1,751 | ||
Property and equipment, net | 371 | ||
Operating lease right-of-use assets | 1,252 | ||
Software development costs, net | 14,536 | ||
Goodwill | 35,314 | ||
Intangible assets, net | 81,504 | ||
Impairment of carrying value | (8,500) | ||
Total current assets of discontinued operations | 131,248 | ||
Current liabilities of discontinued operations | |||
Operating lease liabilities | 1,086 | ||
Accounts payable | 491 | ||
Accrued expenses and other liabilities | 2,754 | ||
Total current liabilities of discontinued operations | $ 4,331 | ||
PrescribeWellness business | Discontinued Operations, Held-for-sale | |||
Current assets of discontinued operations | |||
Accounts receivable, net | 8,002 | ||
Prepaid expenses and other assets | 1,038 | ||
Total current assets of discontinued operations | 9,040 | ||
Noncurrent assets of discontinued operations | |||
Property and equipment, net | 412 | ||
Operating lease right-of-use assets | 1,434 | ||
Software development costs, net | 11,474 | ||
Goodwill | 47,459 | ||
Intangible assets, net | 84,617 | ||
Other assets | 64 | ||
Total noncurrent assets of discontinued operations | 145,460 | ||
Current liabilities of discontinued operations | |||
Operating lease liabilities | 620 | ||
Accounts payable | 913 | ||
Accrued expenses and other liabilities | 3,529 | ||
Total current liabilities of discontinued operations | 5,062 | ||
Noncurrent liabilities of discontinued operations | |||
Noncurrent operating lease liabilities | 830 | ||
Other long-term liabilities | 135 | ||
Total noncurrent liabilities of discontinued operations | $ 965 |
Discontinued Operations - Div_3
Discontinued Operations - Divestiture of Business, Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from discontinued operations | ||||
Loss on disposal of business | $ 2,879 | |||
Net loss from discontinued operations, net of tax | (70,176) | $ (26,817) | $ (24,455) | |
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | ||||
Loss from discontinued operations | ||||
Revenue | 19,306 | |||
Cost of revenue, exclusive of depreciation and amortization | 7,747 | |||
Operating expenses | 14,930 | |||
Impairment charges | 20,645 | |||
Loss on disposal of business | $ 2,879 | 2,879 | ||
Loss from discontinued operations before income taxes | (26,895) | |||
Income tax (benefit) expense | (299) | |||
Net loss from discontinued operations, net of tax | $ (26,596) | |||
PrescribeWellness business | Discontinued Operations, Held-for-sale | ||||
Loss from discontinued operations | ||||
Revenue | 38,304 | 35,311 | ||
Cost of revenue, exclusive of depreciation and amortization | 13,295 | 13,615 | ||
Operating expenses | 33,579 | 27,658 | ||
Loss from discontinued operations before income taxes | (8,570) | (5,962) | ||
Income tax (benefit) expense | 169 | 172 | ||
Net loss from discontinued operations, net of tax | $ (8,739) | $ (6,134) |
Discontinued Operations - Div_4
Discontinued Operations - Divestiture of Business, Operating non-cash items and investing activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating non-cash items and investing activities of discontinued operations: | ||||
Loss on disposal of business | $ 2,879 | |||
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | ||||
Operating non-cash items and investing activities of discontinued operations: | ||||
Depreciation and amortization | 4,551 | |||
Impairment charges | 20,645 | |||
Stock-based compensation | 1,697 | |||
Loss on disposal of business | $ 2,879 | 2,879 | ||
Purchases of property and equipment | (22) | |||
Software development costs | $ (4,443) | |||
PrescribeWellness business | Discontinued Operations, Held-for-sale | ||||
Operating non-cash items and investing activities of discontinued operations: | ||||
Depreciation and amortization | $ 16,374 | $ 14,815 | ||
Stock-based compensation | 2,977 | 1,370 | ||
Purchases of property and equipment | (128) | (200) | ||
Software development costs | $ (8,169) | $ (5,479) |
Discontinued Operations - Held
Discontinued Operations - Held for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations | ||
Proceeds from sale of business | $ 120,038 | |
DoseMe and SinfonaRx businesses | Discontinued Operations, Held-for-sale | ||
Discontinued Operations | ||
Goodwill impairment | 6,127 | |
Impairment charge on net assets held for sale | $ 21,113 | |
DoseMe business | Discontinued Operations, Held-for-sale | ||
Discontinued Operations | ||
Intangible asset impairment charges | $ 0 |
Discontinued Operations - Hel_2
Discontinued Operations - Held for Sale, Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from discontinued operations | |||
Net loss from discontinued operations, net of tax | $ (70,176) | $ (26,817) | $ (24,455) |
DoseMe and SinfonaRx businesses | Discontinued Operations, Held-for-sale | |||
Loss from discontinued operations | |||
Revenue | 27,898 | 33,074 | 40,519 |
Cost of revenue, exclusive of depreciation and amortization | 27,153 | 26,683 | 30,579 |
Operating expenses | 17,104 | 24,401 | 28,192 |
Impairment charges | 27,240 | ||
Loss from discontinued operations before income taxes | (43,599) | (18,010) | (18,252) |
Income tax (benefit) expense | (19) | 68 | 69 |
Net loss from discontinued operations, net of tax | $ (43,580) | $ (18,078) | $ (18,321) |
Discontinued Operations - Hel_3
Discontinued Operations - Held for Sale, Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets of discontinued operations | ||
Total current assets of discontinued operations | $ 22,825 | $ 14,511 |
Noncurrent assets of discontinued operations | ||
Total noncurrent assets of discontinued operations | 187,558 | |
Current liabilities of discontinued operations | ||
Total current liabilities of discontinued operations | 13,389 | 12,380 |
Noncurrent liabilities of discontinued operations | ||
Total noncurrent liabilities of discontinued operations | 3,573 | |
DoseMe and SinfonaRx businesses | Discontinued Operations, Held-for-sale | ||
Current assets of discontinued operations | ||
Cash | 18 | 273 |
Accounts receivable, net | 4,237 | 4,644 |
Prepaid expenses and other assets | 2,217 | 554 |
Property and equipment, net | 1,350 | |
Operating lease right-of-use assets | 3,991 | |
Software development costs, net | 7,563 | |
Goodwill | 1,927 | |
Intangible assets, net | 22,635 | |
Impairment of carrying value | (21,113) | |
Total current assets of discontinued operations | 22,825 | 5,471 |
Noncurrent assets of discontinued operations | ||
Property and equipment, net | 1,485 | |
Operating lease right-of-use assets | 3,296 | |
Software development costs, net | 4,466 | |
Goodwill | 8,053 | |
Intangible assets, net | 24,675 | |
Other assets | 123 | |
Total noncurrent assets of discontinued operations | 42,098 | |
Current liabilities of discontinued operations | ||
Operating lease liabilities | 3,525 | 793 |
Accounts payable | 3,230 | 3,395 |
Accrued expenses and other liabilities | 6,634 | 3,130 |
Total current liabilities of discontinued operations | $ 13,389 | 7,318 |
Noncurrent liabilities of discontinued operations | ||
Noncurrent operating lease liabilities | 2,608 | |
Total noncurrent liabilities of discontinued operations | $ 2,608 |
Discontinued Operations - Hel_4
Discontinued Operations - Held for Sale, Operating non-cash items and investing activities (Details) - DoseMe and SinfonaRx businesses - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating non-cash items and investing activities of discontinued operations: | |||
Depreciation and amortization | $ 2,780 | $ 10,850 | $ 13,592 |
Impairment charges | 27,240 | ||
Stock-based compensation | 2,756 | 3,286 | 3,534 |
Purchases of property and equipment | (52) | (205) | (1,783) |
Software development costs | $ (3,651) | $ (3,514) | $ (1,637) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets | |||
Contract assets | $ 15,115 | $ 12,695 | $ 7,024 |
Non-trade receivables | 719 | 3,289 | |
Other | 2,353 | 2,049 | |
Total other current assets | $ 18,187 | $ 18,033 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | |||
Property and equipment, gross | $ 28,182 | $ 29,205 | |
Accumulated depreciation | 19,024 | 17,427 | |
Property and equipment, net | 9,158 | 11,778 | |
Depreciation and amortization | $ 23,347 | 20,482 | $ 16,633 |
Computer hardware and purchased software | |||
Property and Equipment | |||
Useful life | 3 years | ||
Property and equipment, gross | $ 7,548 | 5,943 | |
Office furniture and equipment | |||
Property and Equipment | |||
Useful life | 5 years | ||
Property and equipment, gross | $ 13,855 | 12,998 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 6,779 | 10,264 | |
Property and equipment | |||
Property and Equipment | |||
Depreciation and amortization | $ 3,742 | $ 3,495 | $ 3,658 |
Minimum | Leasehold improvements | |||
Property and Equipment | |||
Useful life | 3 years | ||
Maximum | Leasehold improvements | |||
Property and Equipment | |||
Useful life | 14 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||||
Right-of-use assets impairment charges | $ 4,881 | |||
Right-of-use assets impairment charges, allocated to ROU assets | 2,805 | $ 2,805 | ||
Right-of-use assets impairment charges, allocated to property and equipment | $ 2,076 | |||
Components of lease expense | ||||
Operating lease expense | 3,318 | $ 3,404 | $ 3,635 | |
Finance lease expense | ||||
Amortization of leased assets | 138 | |||
Interest on lease liabilities | 1 | |||
Total finance lease expense | 139 | |||
Variable lease expense | 1,004 | 1,012 | 1,184 | |
Short-term lease expense | 15 | 10 | 13 | |
Total lease expense | $ 4,337 | $ 4,426 | $ 4,971 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 10,483 | $ 16,323 |
Current operating lease liabilities | 2,708 | 3,275 |
Noncurrent operating lease liabilities | 12,786 | 15,792 |
Total operating lease liabilities | $ 15,494 | $ 19,067 |
Operating Lease, Liability, Statement of Financial Position | Current operating lease liabilities, Noncurrent operating lease liabilities | Current operating lease liabilities, Noncurrent operating lease liabilities |
Weighted average remaining lease term (in years): Operating leases | 6 years 8 months 12 days | 7 years 3 months 18 days |
Weighted average discount rate: Operating leases (as a percent) | 4.60% | 4.60% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases | $ 3,362 | $ 3,356 | $ 3,212 | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for finance leases | 1 | |||
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases | 4 | 56 | ||
Right-of-use assets obtained in exchange for lease liabilities: Operating leases | 52 | $ 1,475 | $ 646 | |
Right-of-use assets impairment charges, allocated to ROU assets | $ 2,805 | $ 2,805 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
2023 | $ 2,764 | |
2024 | 2,705 | |
2025 | 2,704 | |
2026 | 2,537 | |
2027 | 2,335 | |
Thereafter | 4,928 | |
Total minimum lease payments | 17,973 | |
Less: imputed interest | (2,479) | |
Present value of lease liabilities | 15,494 | $ 19,067 |
Current operating lease liabilities | (2,708) | (3,275) |
Total long-term lease liabilities | $ 12,786 | $ 15,792 |
Operating Lease, Liability, Statement of Financial Position | Current operating lease liabilities, Total long-term lease liabilities | Current operating lease liabilities, Total long-term lease liabilities |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Software Development Costs | |||
Software development costs | $ 54,853 | $ 49,481 | |
Less: accumulated amortization | (22,261) | (20,227) | |
Software development costs, net | 32,592 | 29,254 | |
Capitalized software development costs included above not yet subject to amortization | 4,997 | 5,328 | |
Amortization expense | 12,567 | $ 9,407 | $ 6,432 |
Software development costs impairment | $ 4,062 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and related changes | |||
Goodwill at beginning of period | $ 115,323 | ||
Goodwill at end of period | 115,323 | $ 115,323 | |
Goodwill accumulated impairment loss | 0 | 0 | $ 0 |
CareVention HealthCare | |||
Goodwill and related changes | |||
Goodwill at beginning of period | 115,323 | 115,350 | |
Adjustments to goodwill related to prior year acquisition | (27) | ||
Adjustments to goodwill | |||
Goodwill at end of period | 115,323 | $ 115,323 | |
MedWise HealthCare | |||
Goodwill and related changes | |||
Goodwill at end of period | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets | |||
Intangible asset impairment | $ 0 | $ 5,040 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income | Long-lived asset impairment charge | Long-lived asset impairment charge | |
Gross Value | $ 69,023 | $ 69,023 | |
Accumulated Amortization | (30,697) | (23,665) | |
Intangible Assets, net | 38,326 | 45,358 | |
Amortization expense | $ 7,032 | $ 7,560 | $ 6,542 |
Trade name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 2 years 7 months 6 days | 2 years 10 months 24 days | |
Gross Value | $ 1,340 | $ 1,340 | |
Accumulated Amortization | (1,000) | (853) | |
Intangible Assets, net | $ 340 | $ 487 | |
Client relationships | |||
Intangible Assets | |||
Intangible asset impairment | 3,815 | ||
Weighted Average Amortization Period | 11 years 8 months 12 days | 11 years 8 months 12 days | |
Gross Value | $ 51,264 | $ 51,264 | |
Accumulated Amortization | (15,781) | (11,042) | |
Intangible Assets, net | $ 35,483 | $ 40,222 | |
Non-competition agreements | |||
Intangible Assets | |||
Weighted Average Amortization Period | 5 years | 5 years | |
Gross Value | $ 1,640 | $ 1,640 | |
Accumulated Amortization | (1,303) | (975) | |
Intangible Assets, net | $ 337 | $ 665 | |
Developed technology | |||
Intangible Assets | |||
Intangible asset impairment | $ 1,225 | ||
Weighted Average Amortization Period | 6 years 2 months 12 days | 6 years 2 months 12 days | |
Gross Value | $ 14,720 | $ 14,720 | |
Accumulated Amortization | (12,580) | (10,768) | |
Intangible Assets, net | $ 2,140 | $ 3,952 | |
Domain name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 10 years | 10 years | |
Gross Value | $ 59 | $ 59 | |
Accumulated Amortization | (33) | (27) | |
Intangible Assets, net | $ 26 | $ 32 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated amortization expense | ||
2023 | $ 5,882 | |
2024 | 4,684 | |
2025 | 4,467 | |
2026 | 4,338 | |
2027 | 4,270 | |
Thereafter | 14,685 | |
Total estimated amortization expense | $ 38,326 | $ 45,358 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 10,780 | $ 8,595 |
Contract liability | 3,309 | 2,015 |
Customer deposits | 904 | 904 |
Client funds obligations | 12,372 | 6,038 |
Contract labor | 3 | 838 |
Interest | 2,133 | 2,281 |
Vendor financing arrangements | 568 | |
Professional fees | 748 | 1,327 |
Consideration payable to customer | 20,311 | 15,971 |
Income and non-income taxes payable | 8 | 15 |
Other expenses | 4,609 | 3,013 |
Total accrued expenses and other liabilities | $ 55,745 | $ 40,997 |
Notes Payable Related to Acqu_2
Notes Payable Related to Acquisition (Details) - Notes - Personica - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 05, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | |
Notes Payable Related to Acquisition | |||||
Amount of promissory notes | $ 17,000 | ||||
Interest rate (as a percent) | 3.25% | ||||
Amount of promissory notes paid in cash during period | $ 4,000 | $ 5,500 | $ 7,500 | ||
Reduction in amount paid | $ 458 | ||||
Acquisition-related notes payable | $ 16,355 | ||||
Interest expense | $ 481 | ||||
Paid or accrued interest | 143 | ||||
Non-cash accretion of discounts | $ 338 |
Line of Credit and Long-Term _3
Line of Credit and Long-Term Debt - Line of Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 01, 2022 | Dec. 18, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lines of Credit | |||||
Repayment of line of credit | $ 57,200 | $ 10,000 | |||
2020 Credit Facility and 2015 Line of Credit | |||||
Lines of Credit | |||||
Interest expense | $ 336 | ||||
Deferred financing costs, net of accumulated amortization | 624 | ||||
2020 Credit Facility | |||||
Lines of Credit | |||||
Maximum borrowing capacity | $ 120,000 | ||||
Sublimit of loan | $ 1,000 | ||||
Commitment fee at closing (as a percent) | 0.50% | ||||
Commitment fee payable on each anniversary (as a percent) | 0.25% | ||||
Repayment of principal and interest | $ 57,406 | ||||
Interest expense | 1,363 | 1,203 | |||
Deferred financing costs, gross | $ 1,534 | ||||
Amortization of deferred financing costs to interest expense | $ 973 | $ 540 | |||
2020 Credit Facility | LIBOR | |||||
Lines of Credit | |||||
Spread on variable rate (as a percent) | 3.25% |
Line of Credit and Long-Term _4
Line of Credit and Long-Term Debt - Convertible Senior Subordinated Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | |||
Feb. 12, 2019 USD ($) D $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
Lines of Credit and Long-Term Debt | |||||
Additional paid-in capital | $ (354,214) | $ (320,392) | $ (320,392) | ||
Deferred tax liability, net | (1,380) | (1,402) | (1,402) | ||
Accumulated deficit | (407,857) | (260,347) | (260,347) | ||
Accrued interest payable | 2,133 | 2,281 | 2,281 | ||
Cash paid for interest | 7,204 | 8,678 | $ 5,808 | ||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Lines of Credit and Long-Term Debt | |||||
Additional paid-in capital | 74,850 | ||||
Deferred tax liability, net | 2,465 | ||||
Accumulated deficit | (1,392) | ||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||
Lines of Credit and Long-Term Debt | |||||
Issuance costs attributable to the liability component | $ 7,008 | ||||
2026 Notes, Convertible Senior Subordinated Notes | |||||
Lines of Credit and Long-Term Debt | |||||
Aggregate borrowings | $ 325,000 | $ 325,000 | |||
Interest rate (as a percent) | 1.75% | 1.75% | |||
Initial conversion rate | 0.0142966 | ||||
Initial conversion price (in dollars per share) | $ / shares | $ 69.95 | ||||
Carrying amount of the equity component representing the conversion option | $ 102,900 | ||||
Deferred tax effect | 25,884 | ||||
Debt issuance costs | $ 9,372 | ||||
Effective interest rate (as a percent) | 8.05% | 2.20% | |||
Debt discounts and commissions payable | $ 8,937 | ||||
Third party offering costs | 435 | ||||
Issuance costs attributable to the liability component | $ 6,405 | ||||
Long term debt, net | $ 320,634 | 319,299 | 319,299 | ||
Interest expense | 7,023 | 6,995 | |||
Paid or accrued interest | 5,688 | 5,688 | |||
Non-cash accretion of discounts | 1,335 | 1,307 | |||
Amount of additional interest expense | 212 | 1,625 | |||
Accrued interest payable | $ 2,133 | $ 2,133 | $ 2,133 | ||
2026 Notes, Convertible Senior Subordinated Notes | Debt Conversion Scenario One | |||||
Lines of Credit and Long-Term Debt | |||||
Trading days | D | 20 | ||||
Consecutive trading days | D | 30 | ||||
Stock price trigger percentage (as a percent) | 130% | ||||
2026 Notes, Convertible Senior Subordinated Notes | Debt Conversion Scenario Two | |||||
Lines of Credit and Long-Term Debt | |||||
Trading days | D | 5 | ||||
Consecutive trading days | D | 5 | ||||
Principal amount | $ 1 | ||||
Stock price trigger percentage (as a percent) | 98% | ||||
2026 Notes, Convertible Senior Subordinated Notes | Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Lines of Credit and Long-Term Debt | |||||
Long term debt, net | $ 78,707 | ||||
Convertible Senior Subordinated Notes, Excluding Restrictive Legend Impact | |||||
Lines of Credit and Long-Term Debt | |||||
Interest expense | 18,682 | ||||
Paid or accrued interest | 5,688 | ||||
Non-cash accretion of discounts | 12,994 | ||||
Convertible Senior Subordinated Notes, Restrictive Legend Impact | |||||
Lines of Credit and Long-Term Debt | |||||
Interest expense | $ 1,413 |
Line of Credit and Long-Term _5
Line of Credit and Long-Term Debt - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 12, 2019 | Dec. 31, 2022 | |
Convertible senior subordinated notes, Option to purchase shares | ||
Warrants and options indexed to Company's stock | ||
Options indexed to Company's stock (in shares) | 4,646,393 | |
Price of options indexed to Company's stock (in dollars per share) | $ 69.95 | |
Premiums paid for the note hedges | $ 101,660 | |
Common stock warrants/Convertible note warrants | ||
Warrants and options indexed to Company's stock | ||
Option to purchase | 4,646,393 | |
Exercise price (in dollars per share) | $ 105.58 | |
Proceeds from sale of warrants | $ 65,910 | |
Warrants exercised | 0 |
Line of Credit and Long-Term _6
Line of Credit and Long-Term Debt - Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2026 Notes, Convertible Senior Subordinated Notes | ||
Long-Term Debt | ||
Convertible senior subordinated notes | $ 325,000 | |
Unamortized discount, including debt issuance costs, on convertible senior subordinated notes | (4,366) | $ (5,701) |
Total long-term debt, net | 320,634 | 319,299 |
Convertible senior subordinated notes - excluding related party | ||
Long-Term Debt | ||
Convertible senior subordinated notes | 235,272 | $ 325,000 |
Convertible senior subordinated notes - related party | ||
Long-Term Debt | ||
Convertible senior subordinated notes | $ 89,728 |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Loss before income taxes | $ (76,945) | $ (51,848) | $ (61,920) |
United States | |||
Income Taxes | |||
Loss before income taxes | $ (76,945) | $ (51,848) | $ (61,920) |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
State and local | $ 93 | $ 114 | $ 134 |
Total current income tax expense | 93 | 114 | 134 |
Deferred: | |||
US federal | 14 | 52 | (2,930) |
State and local | 282 | 224 | (2,613) |
Total deferred income tax expense (benefit) | 296 | 276 | (5,543) |
Total income tax expense (benefit) | 389 | 390 | (5,409) |
Current international income tax expense | 0 | 0 | 0 |
Deferred international income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Effective tax rate (as a percent) | (0.50%) | (0.80%) | 8.70% |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net federal operating loss carryforward | $ 51,270 | $ 45,037 | |
Net state operating loss carryforward | 13,800 | 10,597 | |
Net international operating loss carryforward | 4,071 | 3,554 | |
Interest expense limitation carryforward | 19,848 | 14,501 | |
Unamortized debt discount | 13,629 | 17,515 | |
Accruals | 1,221 | 1,257 | |
Amortizable intangible assets | 419 | 1,479 | |
Stock options | 4,793 | 8,671 | |
Operating lease liabilities | 4,987 | 6,335 | |
Assets held for sale | 8,591 | ||
Other | 420 | 562 | |
Deferred tax assets | 123,049 | 109,508 | |
Less: valuation allowances | (111,118) | (88,370) | $ (23,178) |
Deferred tax assets after valuation allowance | 11,931 | 21,138 | |
Deferred tax liabilities: | |||
Fixed assets | (5,002) | (12,080) | |
Operating lease right-of-use assets | (3,795) | (5,576) | |
Indefinite-lived intangibles | (4,383) | (4,830) | |
Other | (131) | (54) | |
Deferred tax liabilities | (13,311) | (22,540) | |
Net deferred tax liabilities | $ (1,380) | $ (1,402) |
Income Taxes - NOLs (Details)
Income Taxes - NOLs (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
United States | |
NOL carryforwards | |
Net operating loss carryforwards | $ 243,313 |
State | |
NOL carryforwards | |
Net operating loss carryforwards | 247,006 |
International | |
NOL carryforwards | |
Net operating loss carryforwards | $ 13,568 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in valuation allowance: | |||
Balance at beginning of the period | $ 88,370 | $ 23,178 | |
Balance at end of the period | 111,118 | 88,370 | |
Interest expense resulting from amortization of debt discount | |||
Valuation Allowance | |||
Increase in deferred tax asset | $ 26,313 | ||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | $ 26,313 | ||
NOLs and temporary differences | |||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | 22,954 | 65,356 | |
Foreign exchange rate | |||
Change in valuation allowance: | |||
Increase (decrease) valuation allowance | $ (206) | $ (164) |
Income Taxes - Rate reconciliat
Income Taxes - Rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of income tax benefit (expense): | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 1.80% | 17.90% | 4.70% |
Change in valuation allowance | (7.90%) | (78.00%) | (20.80%) |
Non-deductible stock compensation and tax windfall benefits, net | (10.60%) | (1.00%) | 3.50% |
Change in fair value of contingent consideration | (4.80%) | (0.90%) | |
Change in deduction for debt discount amortization | 38.20% | ||
Non-deductible expenses and other | 1.10% | 1.20% | |
Effective income tax rate | (0.50%) | (0.80%) | 8.70% |
Unrecognized tax benefits or related interest and penalties accrued | $ 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - Common stock warrants/Convertible note warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Feb. 12, 2019 | |
Warrants | ||
Number of shares called by warrants issued | 4,646,393 | |
Exercise price (in dollars per share) | $ 105.58 | |
Shares issued from exercise of warrants | 0 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - 2016 Plan - shares | 1 Months Ended | ||
Feb. 25, 2022 | Sep. 30, 2016 | Dec. 31, 2022 | |
Stock-Based Compensation | |||
Automatic increase on share reserve (as a percent) | 5% | ||
Additional shares authorized | 1,283,321 | ||
Available for future grant (in shares) | 1,251,990 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock and Restricted Stock Units (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) employee $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Weighted average grant date fair value | |||
Stock-based compensation expense, including discontinued operations (in dollars) | $ | $ 36,831 | $ 38,454 | $ 32,555 |
Restricted stock and restricted stock units | |||
Number of shares | |||
Outstanding at beginning of period (in shares) | 2,196,566 | 1,386,908 | 1,213,581 |
Granted (in shares) | 2,154,626 | 1,457,752 | 581,107 |
Vested (in shares) | (1,256,758) | (502,410) | (356,389) |
Forfeited (in shares) | (791,537) | (145,684) | (51,391) |
Outstanding at end of period (in shares) | 2,302,897 | 2,196,566 | 1,386,908 |
Weighted average grant date fair value | |||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 40.19 | $ 44.14 | $ 37.69 |
Granted (in dollars per share) | $ / shares | 4.40 | 40.02 | 59.83 |
Vested (in dollars per share) | $ / shares | 34.62 | 48.42 | 45.89 |
Forfeited (in dollars per share) | $ / shares | 16.80 | 47.76 | 57.14 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 17.78 | $ 40.19 | $ 44.14 |
Stock-based compensation expense, including discontinued operations (in dollars) | $ | $ 29,572 | $ 31,127 | $ 22,042 |
Unrecognized compensation expense (in dollars) | $ | $ 26,175 | ||
Weighted average period expected to be recognized | 2 years 3 months 18 days | ||
Restricted stock and restricted stock units | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 1 year | ||
Restricted stock and restricted stock units | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 4 years | ||
Restricted stock | Named executive officers | |||
Weighted average grant date fair value | |||
Accelerated vesting expense | $ | $ 8,143 | ||
Number of retired employees with accelerated vesting related to separation agreements | employee | 2 | ||
Restricted stock units | |||
Weighted average grant date fair value | |||
Awards vested but not yet issued (in shares) | 7,584 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Aug. 22, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Apr. 27, 2021 | Oct. 29, 2020 | May 04, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||||||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 36,831 | $ 38,454 | $ 32,555 | ||||||
Performance stock units | Award Date, May 4, 2020 | |||||||||
Stock-Based Compensation | |||||||||
Granted (in shares) | 10,686 | ||||||||
Weighted average grant-date fair value (in dollars per share) | $ 56.14 | ||||||||
Vesting period | 2 years | ||||||||
Stock-based compensation expense, including discontinued operations (in dollars) | 0 | 0 | 0 | ||||||
Performance stock units | Award Date, October 29, 2020 | |||||||||
Stock-Based Compensation | |||||||||
Granted (in shares) | 26,400 | ||||||||
Weighted average grant-date fair value (in dollars per share) | $ 35.95 | ||||||||
Stock-based compensation expense, including discontinued operations (in dollars) | 297 | $ 152 | |||||||
Expired (in shares) | 12,500 | 1,400 | |||||||
Vested (in shares) | 12,500 | ||||||||
Performance stock units | Award Date, April 27, 2021 | |||||||||
Stock-Based Compensation | |||||||||
Weighted average grant-date fair value (in dollars per share) | $ 44.13 | ||||||||
Vesting period | 3 years | ||||||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 0 | $ 0 | |||||||
Expired (in shares) | 47,175 | ||||||||
Number of target shares | 45,550 | ||||||||
Maximum number of achievable performance stock units | 91,100 | ||||||||
Performance stock units | Award Date, April 27, 2021 | Minimum | |||||||||
Stock-Based Compensation | |||||||||
Vesting (as a percent) | 0% | ||||||||
Performance stock units | Award Date, April 27, 2021 | Maximum | |||||||||
Stock-Based Compensation | |||||||||
Vesting (as a percent) | 200% | ||||||||
Unrecognized compensation expense (in dollars) | $ 4,020 | ||||||||
Performance stock units | Award Date, August 22, 2022 | |||||||||
Stock-Based Compensation | |||||||||
Weighted average grant-date fair value (in dollars per share) | $ 4.38 | ||||||||
Vesting period | 3 years | ||||||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 233 | ||||||||
Number of target shares | 350,000 | ||||||||
Maximum number of achievable performance stock units | 700,000 | ||||||||
Unrecognized compensation expense (in dollars) | $ 1,299 | ||||||||
Performance stock units | Award Date, August 22, 2022 | Minimum | |||||||||
Stock-Based Compensation | |||||||||
Vesting (as a percent) | 0% | ||||||||
Performance stock units | Award Date, August 22, 2022 | Maximum | |||||||||
Stock-Based Compensation | |||||||||
Vesting (as a percent) | 200% |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 36,831 | $ 38,454 | $ 32,555 | |||
Other stock awards | ||||||
Stock-Based Compensation | ||||||
Issuance of common stock awards (in shares) | 1,416 | 9,386 | ||||
Weighted average grant-date fair value (in dollars per share) | $ 40.85 | $ 52.29 | ||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 58 | $ 491 | ||||
Other stock awards | Award Date, First Quarter, 2022 | ||||||
Stock-Based Compensation | ||||||
Issuance of common stock awards (in shares) | 16,471 | |||||
Weighted average grant-date fair value (in dollars per share) | $ 5.57 | |||||
Stock-based compensation expense, including discontinued operations (in dollars) | 92 | |||||
Other stock awards | Award Date, Second Quarter, 2022 | ||||||
Stock-Based Compensation | ||||||
Issuance of common stock awards (in shares) | 12,262 | |||||
Weighted average grant-date fair value (in dollars per share) | $ 3.64 | |||||
Stock-based compensation expense, including discontinued operations (in dollars) | 45 | |||||
Other stock awards | Award Date, Third Quarter, 2022 | ||||||
Stock-Based Compensation | ||||||
Issuance of common stock awards (in shares) | 615,066 | |||||
Weighted average grant-date fair value (in dollars per share) | $ 5.01 | |||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 3,082 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 36,831 | $ 38,454 | $ 32,555 |
Options granted (in shares) | 0 | 2,500 | 5,000 |
Stock options | |||
Stock-Based Compensation | |||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 3,807 | $ 6,972 | $ 9,870 |
Stock options | Employee | |||
Valuation assumptions: | |||
Expected volatility (as a percent) | 58.57% | 56.10% | |
Expected term (years) | 5 years 5 months 23 days | 5 years 3 months | |
Risk-free interest rate (as a percent) | 0.50% | 1.22% | |
Weighted average grant-date fair value (in dollars per share) | $ 28.26 | $ 33.78 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 1,604,226 | 2,096,556 | 2,755,343 |
Granted (in shares) | 0 | 2,500 | 5,000 |
Exercised (in shares) | (14,732) | (365,770) | (554,007) |
Forfeited (in shares) | (411,689) | (129,060) | (109,780) |
Outstanding at end of the period (in shares) | 1,177,805 | 1,604,226 | 2,096,556 |
Options vested and expected to vest at end of the period (in shares) | 1,177,805 | ||
Exercisable at end of period (in shares) | 1,167,411 | ||
Weighted average exercise price | |||
Outstanding at beginning of period (in dollars per share) | $ 29.90 | $ 27.74 | $ 25.10 |
Granted (in dollars per share) | 55.01 | 68.10 | |
Exercised (in dollars per share) | 4.70 | 11.88 | 11.69 |
Forfeited (in dollars per share) | 35.12 | 46.45 | 44.17 |
Outstanding at end of period (in dollars per share) | 28.39 | $ 29.90 | $ 27.74 |
Options vested and expected to vest at end of period (in dollars per share) | 28.39 | ||
Exercisable at end of period (in dollars per share) | $ 28.16 | ||
Weighted average remaining contractual term | |||
Outstanding | 4 years | ||
Options vested and expected to vest at of the period | 4 years | ||
Exercisable | 3 years 10 months 24 days | ||
Aggregate intrinsic value | |||
Outstanding (in dollars) | $ 279 | ||
Options vested and expected to vest at end of period (in dollars) | 279 | ||
Exercisable (in dollars) | 279 | ||
Additional disclosures | |||
Intrinsic value of options exercised (in dollars) | 111 | $ 11,491 | $ 22,768 |
Proceeds from stock options exercised (in dollars) | $ 73 | $ 4,072 | $ 3,943 |
Shares delivered for taxes owed (in shares) | 463,727 | 122 | 62,310 |
Shares delivered for taxes owed, fair value (in dollars) | $ 2,181 | $ 3 | $ 2,993 |
Stock options | |||
Additional disclosures | |||
Unrecognized compensation cost (in dollars) | $ 114 | ||
Weighted average period expected to be recognized | 3 months 18 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 36,831 | $ 38,454 | $ 32,555 |
Cost of revenue | Medication | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | 917 | 1,279 | 887 |
Cost of revenue | Technology-enabled solutions | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | 2,806 | 3,635 | 2,935 |
Research and development | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | 4,935 | 5,989 | 5,076 |
Sales and marketing | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | 721 | 1,540 | 1,074 |
General and administrative | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | 22,999 | 19,748 | 17,679 |
Discontinued operations | |||
Stock-based compensation expense | |||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 4,453 | $ 6,263 | $ 4,904 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | Dec. 31, 2022 shares |
Stock-Based Compensation | |
Discount (as a percent) | 15% |
Number of shares reserved for issuance | 480,097 |
Fair Value Measurements - FV on
Fair Value Measurements - FV on recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Aug. 01, 2022 | |
Fair Value Measurements | ||
Contingent consideration receivable - long-term | $ 3,350 | $ 7,000 |
Decrease in fair value of contingent consideration receivable | 3,650 | |
Fair value on a recurring | ||
Fair Value Measurements | ||
Contingent consideration receivable - long-term | 3,350 | |
Total assets | 53,732 | |
Fair value on a recurring | Money market funds | ||
Fair Value Measurements | ||
Cash and cash equivalents | 50,382 | |
Fair value on a recurring | Level 1 | ||
Fair Value Measurements | ||
Total assets | 50,382 | |
Fair value on a recurring | Level 1 | Money market funds | ||
Fair Value Measurements | ||
Cash and cash equivalents | 50,382 | |
Fair value on a recurring | Level 3 | ||
Fair Value Measurements | ||
Contingent consideration receivable - long-term | 3,350 | |
Total assets | $ 3,350 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Change in fair value | ||||
Change in fair value of acquisition-related contingent consideration expense | $ 2,613 | |||
Payments of contingent consideration | $ 99 | 3,801 | ||
Cognify, Inc | ||||
Change in fair value | ||||
Amount of accelerated payment paid or to be paid | $ 13,413 | |||
Payments of contingent consideration | $ 166 | $ 6,394 | ||
Issuance of common stock (in shares) | 135,434 | |||
Estimated fair value of contingent consideration | $ 6,853 | |||
Contingent consideration liability | $ 166 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - 2026 Notes, Convertible Senior Subordinated Notes - USD ($) $ in Thousands | Dec. 31, 2022 | Feb. 12, 2019 |
Fair Value Measurements | ||
Interest rate (as a percent) | 1.75% | 1.75% |
Face value | $ 325,000 | $ 325,000 |
Carrying Value | ||
Fair Value Measurements | ||
Debt instrument | 320,634 | |
Fair Value | ||
Fair Value Measurements | ||
Debt instrument | $ 260,023 |
Commitments and Contingencies -
Commitments and Contingencies - Vendor Purchase Agreements (Details) - USD ($) $ in Thousands | Mar. 29, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2021 | Oct. 01, 2021 | Jun. 03, 2021 |
Thrifty Drug Stores, Inc. | ||||||
Purchase Agreements | ||||||
Purchase obligation (as a percent) | 98% | |||||
Amount due as a result of prescription drug purchases | $ 4,608 | $ 1,854 | ||||
Cloud hosting and support services provider under October 2021 agreement | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 7,050 | |||||
Remaining commitment | 3,863 | |||||
Cloud hosting and support services provider under June 2021 agreement | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 1,272 | |||||
Remaining commitment | 581 | |||||
Enterprise support and information technology services provider | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 8,960 | |||||
Remaining commitment | $ 5,476 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Plan | |||
Contributions by employer | $ 2,958 | $ 3,067 | $ 2,732 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 12 Months Ended | |||
Sep. 13, 2022 item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transactions | ||||
Convertible senior subordinated notes | $ 88,522 | |||
Significant shareholder | ||||
Related Party Transactions | ||||
Convertible senior subordinated notes | 88,522 | |||
Pharmacy services and PACE solutions services | Customer whose CEO serves on board of directors | ||||
Related Party Transactions | ||||
Revenue from related party | 7,494 | $ 6,605 | $ 5,631 | |
Pharmacy services and PACE solutions services | Accounts receivable, net | Customer whose CEO serves on board of directors | ||||
Related Party Transactions | ||||
Accounts receivable from related parties | 145 | $ 67 | ||
Cooperation Agreement | Significant shareholder | ||||
Related Party Transactions | ||||
Fees incurred | 464 | |||
Separation Agreements | Retired named executive officers | ||||
Related Party Transactions | ||||
Number of former executive officers under the agreement | item | 2 | |||
General and administrative expenses | 9,927 | |||
Amount due to related party | 1,330 | |||
Consultant Services Agreements | Retired named executive officers | ||||
Related Party Transactions | ||||
Number of former executive officers under the agreement | item | 2 | |||
General and administrative expenses | $ 3 |
Rights Plan (Details)
Rights Plan (Details) | Jul. 25, 2022 $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Right | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Series A Junior Participating Preferred Stock | |||
Right | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Preferred Stock Purchase Rights | |||
Right | |||
Dividend declared in preferred share purchase rights per common share outstanding | 1 | ||
Exercise price (in dollars per share) | $ 26 | ||
Preferred Stock Purchase Rights | Series A Junior Participating Preferred Stock | |||
Right | |||
Number of shares of stock per each right | shares | 0.001 |
Segment Reporting - Revenue (De
Segment Reporting - Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting | |||
Number of segments | segment | 2 | ||
Total revenue | $ 299,516 | $ 259,882 | $ 221,389 |
Medication | |||
Segment Reporting | |||
Total revenue | 231,052 | 189,591 | 158,692 |
Technology-enabled solutions | |||
Segment Reporting | |||
Total revenue | 68,464 | 70,291 | 62,697 |
CareVention HealthCare | |||
Segment Reporting | |||
Total revenue | 295,482 | 248,008 | 206,269 |
CareVention HealthCare | Medication | |||
Segment Reporting | |||
Total revenue | 231,052 | 189,591 | 158,692 |
CareVention HealthCare | Technology-enabled solutions | |||
Segment Reporting | |||
Total revenue | 64,430 | 58,417 | 47,577 |
Shared Services and Other | |||
Segment Reporting | |||
Total revenue | 4,034 | 11,874 | 15,120 |
Shared Services and Other | Technology-enabled solutions | |||
Segment Reporting | |||
Total revenue | $ 4,034 | $ 11,874 | $ 15,120 |
Segment Reporting - Adjusted EB
Segment Reporting - Adjusted EBITDA (Loss) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting | |||
Adjusted EBITDA (loss) from continuing operations | $ 9,329 | $ 12,097 | $ 12,396 |
Shared Services and Others | |||
Segment Reporting | |||
Adjusted EBITDA (loss) from continuing operations | (45,764) | (44,475) | (38,004) |
CareVention HealthCare | |||
Segment Reporting | |||
Adjusted EBITDA (loss) from continuing operations | $ 55,093 | $ 56,572 | $ 50,400 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Net Loss to Adjusted EBITDA, Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Net Loss to Adjusted EBITDA from Continuing Operations | |||
Net loss | $ (147,510) | $ (79,055) | $ (80,966) |
Interest expense, net | 9,034 | 9,107 | 20,743 |
Income tax expense (benefit) | 389 | 390 | (5,409) |
Depreciation and amortization | 23,347 | 20,482 | 16,633 |
Change in fair value of acquisition-related contingent consideration expense | 2,613 | ||
Change in fair value of contingent consideration receivable | 3,650 | ||
Impairment charges | 8,943 | 5,040 | |
Business optimization expenses | 872 | 1,061 | |
Severance costs | 2,118 | 887 | 841 |
Executive transition | 1,971 | ||
Cooperation agreement costs | 980 | ||
Divestiture-related expense | 2,981 | ||
Acquisition-related expense | 217 | 795 | |
Stock- based compensation expense | 32,378 | 32,191 | 27,651 |
Loss from discontinued operations | 70,176 | 26,817 | 24,455 |
Adjusted EBITDA from continuing operations | 9,329 | 12,097 | 12,396 |
Adjusted EBITDA (loss) from discontinued operations | (6,243) | 7,514 | 9,379 |
Total Adjusted EBITDA | $ 3,086 | $ 19,611 | $ 21,775 |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of Net Loss to Adjusted EBITDA (Loss), Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Net Loss from Discontinued Operations, net of tax to Adjusted EBITDA (Loss) from Discontinued Operations | |||
Net loss from discontinued operations, net of tax | $ (70,176) | $ (26,817) | $ (24,455) |
Loss on disposal of business | 2,879 | ||
Adjusted EBITDA (loss) from discontinued operations | (6,243) | 7,514 | 9,379 |
DoseMe, SinfonaRx and PrescribeWellness businesses | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||
Reconciliation of Net Loss from Discontinued Operations, net of tax to Adjusted EBITDA (Loss) from Discontinued Operations | |||
Net loss from discontinued operations, net of tax | (70,176) | ||
Income tax (benefit) expense | (318) | ||
Depreciation and amortization | 7,331 | ||
Impairment charges | 47,885 | ||
Loss on disposal of business | 2,879 | ||
Severance costs | 39 | ||
Settlement | 1,448 | ||
Divestiture-related expense | 216 | ||
Stock-based compensation expense | 4,453 | ||
Adjusted EBITDA (loss) from discontinued operations | $ (6,243) | ||
DoseMe, SinfonaRx and PrescribeWellness businesses | Discontinued Operations, Held-for-sale | |||
Reconciliation of Net Loss from Discontinued Operations, net of tax to Adjusted EBITDA (Loss) from Discontinued Operations | |||
Net loss from discontinued operations, net of tax | (26,817) | (24,455) | |
Income tax (benefit) expense | 237 | 241 | |
Depreciation and amortization | 27,224 | 28,407 | |
Business optimization expenses | 107 | ||
Severance costs | 32 | ||
Settlement | 500 | ||
Acquisition-related expense | 250 | ||
Stock-based compensation expense | 6,263 | 4,904 | |
Adjusted EBITDA (loss) from discontinued operations | $ 7,514 | $ 9,379 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event. - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Mar. 02, 2023 | Jan. 20, 2023 |
DoseMe business | ||
Subsequent Events | ||
Consideration, cash | $ 2,000 | |
Consideration, note receivable | $ 3,000 | |
Interest rate of note receivable (as a percent) | 7% | |
SinfoniaRx business | ||
Subsequent Events | ||
Consideration, cash | $ 1,400 | |
Consideration, note receivable | $ 3,600 | |
Interest rate of note receivable (as a percent) | 3% | |
Maximum amount of contingent consideration to be received | $ 1,000 | |
Severance costs | $ 923 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | $ 110 | $ 121 | $ 318 |
Additions Charged to Costs and Expenses/Allowance Recorded on Current Year Losses | 512 | 148 | (175) |
Deductions | (254) | (159) | (22) |
Balance at End of Period | 368 | 110 | 121 |
Deferred tax asset valuation allowance | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | 88,370 | 23,178 | 3,161 |
Additions Charged to Costs and Expenses/Allowance Recorded on Current Year Losses | 22,954 | 65,356 | 19,877 |
Change In Foreign Exchange Rate | (206) | (164) | 140 |
Balance at End of Period | $ 111,118 | $ 88,370 | $ 23,178 |