Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 46-5726437 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 26,851,311 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001651561 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 67,190 | $ 70,017 |
Restricted cash | 6,240 | 12,372 |
Accounts receivable, net of allowance of $699 and $368, respectively | 19,143 | 19,252 |
Inventories | 7,390 | 6,566 |
Prepaid expenses | 4,313 | 4,664 |
Client claims receivable | 14,441 | 16,377 |
Divestiture-related note receivable | 3,492 | |
Other current assets | 20,744 | 18,187 |
Current assets of discontinued operations | 22,825 | |
Total current assets | 142,953 | 170,260 |
Property and equipment, net | 9,408 | 9,158 |
Operating lease right-of-use assets | 10,079 | 10,483 |
Software development costs, net | 32,432 | 32,592 |
Goodwill | 115,323 | 115,323 |
Intangible assets, net | 36,727 | 38,326 |
Contingent consideration receivable | 2,550 | 3,350 |
Other assets | 6,125 | 4,657 |
Total assets | 355,597 | 384,149 |
Current liabilities: | ||
Current operating lease liabilities | 2,798 | 2,708 |
Accounts payable | 21,906 | 19,459 |
Client claims payable | 11,453 | 10,781 |
Accrued expenses and other liabilities | 49,719 | 55,745 |
Current liabilities of discontinued operations | 458 | 13,389 |
Total current liabilities | 86,334 | 102,082 |
Long-term debt, net of discount of $2,915 and $3,160, respectively | 232,357 | 232,112 |
Long-term debt - related party, net of discount of $1,113 and $1,206, respectively | 88,615 | 88,522 |
Noncurrent operating lease liabilities | 12,395 | 12,786 |
Deferred income tax liability, net | 1,492 | 1,380 |
Other long-term liabilities | 5,268 | 4,298 |
Total liabilities | 426,461 | 441,180 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 28,128,345 and 28,031,616 shares issued and 26,868,529 and 27,129,096 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Treasury stock, at cost; 1,259,816 and 902,520 shares at March 31, 2023 and December 31, 2022, respectively | (4,013) | (3,391) |
Additional paid-in capital | 356,901 | 354,214 |
Accumulated deficit | (423,755) | (407,857) |
Total stockholders' equity (deficit) | (70,864) | (57,031) |
Total liabilities and stockholders' equity (deficit) | $ 355,597 | $ 384,149 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for accounts receivable | $ 699 | $ 368 |
Long-term debt, discount | 2,915 | 3,160 |
Long-term debt - related party, discount | $ 1,113 | $ 1,206 |
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 | 28,128,345 | 28,031,616 |
Common stock, shares outstanding | 26,868,529 | 27,129,096 |
Treasury stock (in shares) | 1,259,816 | 902,520 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 88,277 | $ 67,110 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | 67,524 | 52,721 |
Operating expenses: | ||
Research and development | 1,279 | 3,965 |
Sales and marketing | 2,453 | 2,649 |
General and administrative | 16,577 | 15,878 |
Change in fair value of contingent consideration receivable | 400 | |
Long-lived asset impairment charge | 4,062 | |
Depreciation and amortization | 6,200 | 5,742 |
Total operating expenses | 26,909 | 32,296 |
Loss from operations | (6,156) | (17,907) |
Other income (expense): | ||
Interest expense, net | (1,265) | (2,269) |
Other income | 452 | |
Total other expense, net | (813) | (2,269) |
Loss from continuing operations before income taxes | (6,969) | (20,176) |
Income tax expense | 105 | 216 |
Net loss from continuing operations | (7,074) | (20,392) |
Net loss from discontinued operations, net of tax | (8,824) | (7,801) |
Net loss | $ (15,898) | $ (28,193) |
Net loss per share: | ||
Net loss per share from continuing operations, basic (in dollars per share) | $ (0.28) | $ (0.85) |
Net loss per share from discontinued operations, basic (in dollars per share) | (0.35) | (0.33) |
Total net loss per share, basic (in dollars per share) | (0.63) | (1.18) |
Net loss per share from continuing operations, diluted (in dollars per share) | (0.28) | (0.85) |
Net loss per share from discontinued operations, diluted (in dollars per share) | (0.35) | (0.33) |
Total net loss per share, diluted (in dollars per share) | $ (0.63) | $ (1.18) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding, basic (in shares) | 25,244,720 | 23,865,801 |
Weighted average common shares outstanding, diluted (in shares) | 25,244,720 | 23,865,801 |
Medication | ||
Revenue: | ||
Total revenue | $ 68,750 | $ 50,973 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | 53,082 | 39,552 |
Technology-enabled solutions | ||
Revenue: | ||
Total revenue | 19,527 | 16,137 |
Cost of revenue, exclusive of depreciation and amortization shown below: | ||
Total cost of revenue, exclusive of depreciation and amortization | $ 14,442 | $ 13,169 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2021 | $ 3 | $ (4,292) | $ 320,392 | $ (260,347) | $ 55,756 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 26,036,236 | ||||
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2021 | 369,802 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock awards (in shares) | 16,471 | ||||
Issuance of restricted stock (in shares) | 297,434 | ||||
Forfeitures of restricted shares (in shares) | 138,882 | ||||
Exercise of stock options, net of shares withheld | 60 | 60 | |||
Exercise of stock options, net of shares withheld (in shares) | 11,646 | ||||
Stock-based compensation expense | 8,609 | 8,609 | |||
Net loss | (28,193) | (28,193) | |||
Balance at end of period at Mar. 31, 2022 | $ 3 | $ (4,292) | 329,061 | (288,540) | 36,232 |
Balance at end of period (in shares) at Mar. 31, 2022 | 26,361,787 | ||||
Balance at end of period, treasury stock (in shares) at Mar. 31, 2022 | 508,684 | ||||
Balance at beginning of period at Dec. 31, 2022 | $ 3 | $ (3,391) | 354,214 | (407,857) | $ (57,031) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 28,031,616 | 28,031,616 | |||
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2022 | 902,520 | 902,520 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of restricted stock (in shares) | 25,167 | ||||
Forfeitures of restricted shares (in shares) | 232,208 | ||||
Exercise of stock options, net of shares withheld | 219 | $ 219 | |||
Exercise of stock options, net of shares withheld (in shares) | 71,562 | ||||
Shares withheld for payment of employee taxes | $ (622) | (622) | |||
Shares withheld for payment of employee taxes (in shares) | 125,088 | ||||
Stock-based compensation expense | 2,468 | 2,468 | |||
Net loss | (15,898) | (15,898) | |||
Balance at end of period at Mar. 31, 2023 | $ 3 | $ (4,013) | $ 356,901 | $ (423,755) | $ (70,864) |
Balance at end of period (in shares) at Mar. 31, 2023 | 28,128,345 | 28,128,345 | |||
Balance at end of period, treasury stock (in shares) at Mar. 31, 2023 | 1,259,816 | 1,259,816 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (15,898) | $ (28,193) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,200 | 13,073 |
Amortization of deferred financing costs and debt discount | 338 | 468 |
Deferred taxes | 112 | 276 |
Stock-based compensation | 2,468 | 8,609 |
Change in fair value of contingent consideration receivable | 400 | |
Impairment charges | 363 | 4,902 |
Net loss on disposal of businesses | 4,736 | |
Other noncash items | 246 | (95) |
Changes in operating assets and liabilities, net of effect of divestitures: | ||
Accounts receivable, net | (19) | (5,570) |
Inventories | (824) | 544 |
Prepaid expenses and other current assets | (1,878) | (7,131) |
Client claims receivables | 1,936 | (1,679) |
Other assets | 61 | (374) |
Accounts payable | 111 | 80 |
Accrued expenses and other liabilities | (8,115) | (2,274) |
Client claims payables | 672 | 391 |
Other long-term liabilities | 337 | 1,238 |
Net cash used in operating activities | (8,754) | (15,735) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (719) | (217) |
Software development costs | (2,485) | (8,749) |
Proceeds from divestitures of businesses | 3,384 | |
Net cash provided by (used in) investing activities | 180 | (8,966) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 219 | 60 |
Payments for employee taxes for shares withheld | (622) | |
Payments for debt financing costs | (350) | |
Borrowings on line of credit | 27,700 | |
Net cash (used in) provided by financing activities | (403) | 27,410 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (8,977) | 2,709 |
Cash, cash equivalents and restricted cash, beginning of period | 82,407 | 15,706 |
Cash, cash equivalents and restricted cash, end of period | 73,430 | 18,415 |
Supplemental disclosure of cash flow information: | ||
Purchases of property and equipment and software development included in accounts payable and accrued expenses | 2,858 | |
Purchases of property and equipment and software development through vendor financing arrangements | 968 | |
Cash paid for interest | 2,844 | 3,269 |
Cash paid for taxes (income tax refund) | (28) | 8 |
Interest costs capitalized to software development costs | 11 | 87 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 67,190 | 14,449 |
Restricted cash | 6,240 | 3,839 |
Cash from discontinued operations | 127 | |
Total cash, cash equivalents and restricted cash | $ 73,430 | $ 18,415 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Nature of Business | |
Nature of Business | 1. Nature of Business 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”). |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | 2. Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements (a) Basis of Presentation The accompanying unaudited 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 interim financial reporting. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the Company’s interim consolidated financial position for the periods indicated. The interim results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K filed with the SEC on March 10, 2023 (the “2022 Form 10-K”). Except as described below, there have been no material changes to the Company’s significant accounting policies described in the 2022 Form 10-K that have a material impact on the Company’s accompanying unaudited consolidated financial statements and related notes. (b) Segment Reporting The Company previously operated its business through two segments, CareVention HealthCare and MedWise HealthCare. 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 Company completed the sales of its unincorporated PrescribeWellness business (the “PrescribeWellness Business”), DoseMe business (the “DoseMe Business”), and SinfoníaRx business (the “SinfoníaRx Business”) in August 2022, January 2023, and March 2023, respectively. The completed sales of these 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 subsequently continued to meet the requirements through their respective sale dates. Accordingly, unless otherwise indicated, the accompanying consolidated financial statements reflect the assets, liabilities, revenue, and expenses related to these businesses as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout the notes to the consolidated financial statements relate to the Company’s continuing operations. The PrescribeWellness, DoseMe, and SinfoníaRx businesses collectively comprised the majority of the Company’s MedWise HealthCare segment. As a result of the sales of these businesses, the Company reevaluated its operating segments with respect to the CareVention HealthCare segment and the remaining MedWise HealthCare segment. Subsequent to the sales of these businesses, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates performance and allocates resources based on the consolidated results of the Company. Therefore, the Company consolidated its two operating segments to one segment by merging the CareVention HealthCare segment and the remaining MedWise HealthCare segment. The Company now operates its business as one segment as of March 31, 2023. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 3 for further information on the Company’s discontinued operations and the Company’s sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses. (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 3. (d) 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 March 31, 2023 and December 31, 2022, capitalized implementation costs of $882 and $882, respectively, were included in prepaid expenses. As of March 31, 2023 and December 31, 2022, $1,276 and $1,276, respectively, were included in other assets on the Company’s consolidated balance sheets. Accumulated amortization for these arrangements was $712 and $590 as of March 31, 2023 and December 31, 2022, respectively. Amortization expense for the three months ended March 31, 2023 and 2022 was $122 and $53, respectively. (e) 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 have augmented 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 March 31, 2023 and December 31, 2022, the outstanding principal balance of the financing arrangement was $6,160 and $5,169, respectively, with an unamortized discount of $1,502 and $1,239, respectively, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheets. 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 March 31, 2023 and December 31, 2022, the outstanding principal balance of the financing arrangement was $832 and $916, respectively, with an unamortized discount of $135 and $138, respectively, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Imputed interest expense from vendor financing arrangements was $104 and $6 for the three months ended March 31, 2023 and 2022, respectively. (f) Allowance for Credit Losses The Company maintains an allowance for credit losses to provide for expected credit losses on its divestiture-related notes receivable. The allowance for credit losses is based on the Company’s analysis of the expected future cash flows, as well as an assessment of the debtor’s credit quality. All losses are charged to the allowance when the loss occurs or when a determination is made that such a loss is likely and can be reasonably estimated. Recoveries are credited to the allowance at the time of recovery. The Company evaluates its allowance for credit losses quarterly. As of March 31, 2023, the allowance for credit losses on the divestiture-related notes receivable was $151. See Note 7 for additional information on the Company’s divestiture-related notes receivable. (g) Concentrations 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 March 31, 2023 and December 31, 2022, no client represented more than 10% of net accounts receivable. As of March 31, 2023, one client represented 16% of client claims receivable. As of December 31, 2022, one client represented 14% of client claims receivable. For the three months ended March 31, 2023 and 2022, one client accounted for 14% and 16% of total revenue, respectively. (h) Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) 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 FASB Accounting Standards Codification 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 did not have a significant impact on the consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations Divestiture of the PrescribeWellness 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 15 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 (“PW TSA”) with TDS, pursuant to which the Company provided services, including, but not limited to, business support services for the PrescribeWellness Business after the sale through January 2023. The Company recognized $4 of income related to the PW TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first 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 determined that there was an excess of fair value less costs to sell over the carrying value of the net assets held for sale PrescribeWellness Business. As a result, no impairment charges were recorded on goodwill or net assets held for sale for the three months ended March 31, 2022. 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: Three Months Ended March 31, 2022 Revenue $ 8,884 Cost of revenue, exclusive of depreciation and amortization 3,170 Operating expenses 7,490 Loss from discontinued operations before income taxes (1,776) Income tax expense 27 Net loss from discontinued operations, net of tax $ (1,803) T Three Months Ended March 31, 2022 Depreciation and amortization $ 4,551 Stock-based compensation 267 Purchases of property and equipment (9) Software development costs (1,902) Divestiture of the DoseMe Business On January 20, 2023 (the “DoseMe Sale Date”), the Company completed the sale of its DoseMe Business, including the assets, properties, and rights that were primarily used or held for use in connection with the DoseMe Business, to DoseMe Operations Inc. (“DoseMe Operations”). The purchase consideration included $2,000 in cash, subject to certain customary post-closing adjustments, of which $1,984 was paid directly to the Company on the DoseMe Sale Date. The purchase consideration also includes a note receivable of $3,000 with an annual interest rate of 7%, which matures on January 20, 2027. See Note 7 for additional information on the divestiture-related note receivable. In connection with the sale of the DoseMe Business, the Company entered into a transition services agreement (“DoseMe TSA”) with DoseMe Operations, pursuant to which the Company is providing services, including, but not limited to, business support services for the DoseMe business after the sale through October 2023. The Company recognized $50 of income related to the DoseMe TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first quarter of 2022, as a result of the Company’s intention to sell the DoseMe 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 fair value less costs to sell did not exceed the carrying value of the net assets held for sale for the DoseMe Business. As a result, the Company recorded goodwill impairment charges of $740 and impairment charges of $100 on net assets held for sale, summarized in the results of the DoseMe Business presented below. On January 20, 2023, the Company recorded a final gain of $222 on the sale of the DoseMe Business. The following table summarizes the net assets sold as finally reported on the DoseMe Sale Date of January 20, 2023 and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: January 20, December 31, 2023 2022 Cash $ 200 $ 18 Accounts receivable, net 407 530 Prepaid expenses and other assets 57 43 Property and equipment, net 30 30 Software development costs, net 421 421 Goodwill 1,927 1,927 Intangible assets, net 9,372 9,372 Impairment of carrying value (7,730) (7,730) Total current assets of discontinued operations $ 4,684 $ 4,611 Accounts payable $ 47 $ 42 Accrued expenses and other liabilities 1,214 1,231 Total current liabilities of discontinued operations $ 1,261 $ 1,273 The following table summarizes the results of operations of the DoseMe Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 64 $ 371 Cost of revenue, exclusive of depreciation and amortization 3 41 Operating expenses 432 1,383 Impairment charges — 840 Gain on disposal of business 222 — Loss from discontinued operations before income taxes (149) (1,893) Income tax expense 54 29 Net loss from discontinued operations, net of tax $ (203) $ (1,922) The following table summarizes the significant operating noncash items and investing activities of the DoseMe Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 655 Impairment charges — 840 Stock-based compensation 1 179 Gain on disposal of business 222 — Software development costs — (85) Divestiture of the SinfoníaRx Business On March 2, 2023 (the “SinfoníaRx Sale Date”), the Company completed the sale of its SinfoníaRx Business, including the assets, properties, and rights that were primarily used or held for use in connection with the SinfoníaRx Business to Symphony Clinic, LLC (“Symphony”). The purchase consideration included $1,400 in cash, subject to certain customary post-closing adjustments, which was paid directly to the Company on the SinfoníaRx Sale Date. 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 SinfoníaRx Business. The contingent consideration had an estimated fair value of $500 on the SinfoníaRx Sale Date. See Note 7 for additional discussion on the divestiture-related note receivable and Note 15 for additional discussion on the fair value assessment of the contingent consideration receivable. In connection with the sale of the SinfoníaRx Business, the Company entered into a transition services agreement (“SinfoníaRx TSA”) with Symphony, pursuant to which the Company is providing services, including, but not limited to, business support services for the SinfoníaRx Business after the sale through December 2023. The Company recognized $398 of income related to the SinfoníaRx TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first quarter of 2022, as a result of the Company’s intention to sell the SinfoníaRx 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 determined that there was an excess of fair value less costs to sell over the carrying value of the net assets held for sale for the SinfoníaRx Business. As a result, no impairment charges were recorded on goodwill or net assets held for sale for the three months ended March 31, 2022. On March 2, 2023, the Company recorded an additional $4,958 for the final loss on the sale of the SinfoníaRx Business. The following table summarizes the net assets sold as finally reported on the SinfoníaRx Sale Date of March 2, 2023, and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: March 2, December 31, 2023 2022 Accounts receivable, net $ 3,958 $ 3,707 Prepaid expenses and other assets 2,228 2,174 Property and equipment, net 1,279 1,320 Operating lease right-of-use assets 2,213 3,991 Software development costs, net 7,500 7,142 Intangible assets, net 13,263 13,263 Impairment of carrying value (13,383) (13,383) Total current assets of discontinued operations $ 17,058 $ 18,214 Operating lease liabilities $ 1,928 $ 3,525 Accounts payable 1,159 3,188 Accrued expenses and other liabilities 3,684 5,403 Total current liabilities of discontinued operations $ 6,771 $ 12,116 The following table summarizes the results of operations of the SinfoníaRx Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 3,536 $ 7,240 Cost of revenue, exclusive of depreciation and amortization 4,919 6,534 Operating expenses 1,917 4,720 Impairment charges 363 — Loss on disposal of business 4,958 — Loss from discontinued operations before income taxes (8,621) (4,014) Income tax expense — 62 Net loss from discontinued operations, net of tax $ (8,621) $ (4,076) The following table summarizes the significant operating noncash items and investing activities of the SinfoníaRx Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 2,125 Impairment charges 363 — Stock-based compensation 37 460 Loss on disposal of business 4,958 — Purchases of property and equipment — (1) Software development costs (358) (1,043) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue. | |
Revenue | 4. Revenue The Company generates revenue from medication fulfillment pharmacy services provided to PACE organizations and technology-enabled solutions tailored to the specific needs of the healthcare organizations that it serves. Client contracts generally have a term of one zero 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. Medication Revenue The Company provides medication fulfillment pharmacy services to PACE organizations. While the majority of medications are routinely filled in order to treat chronic conditions, the mix and quantity of medications can vary. Revenue from medication fulfillment services is generally billed monthly or weekly, depending on whether the PACE organization is contracted with a pharmacy benefit manager, and 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 Value-Based Care Solutions The Company provides medication safety services and health plan management services to PACE organizations. These services primarily include medication reviews, risk adjustment services, third-party administration services, and pharmacy benefit management (“PBM”) solutions. Revenue related to these services primarily consists of a fixed monthly fee assessed based on number of members served (“per member, per month”), a fee for each claim adjudicated, and subscription fees. These fees are recognized when the Company satisfies its performance obligation to stand ready to provide PACE services, which occurs when the Company’s clients have access to the PACE services. The Company generally bills for PACE services on a monthly basis. For client contracts for which the Company performs both medication fulfillment and 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. The Company also provides medication safety services to other healthcare organizations, 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 The Company provides software as a service (“SaaS”) solutions which include electronic health records software and solutions that allow for the identification of individuals with high medication-related risk and for optimizing medication therapy. Revenues related to these SaaS solutions primarily consist of monthly subscription fees and are recognized monthly as the Company meets its performance obligation to provide access to the software. Revenue for implementation and set-up services is generally recognized over the contract term as the software services are provided. The Company generally bills for the software services on a monthly basis. Disaggregation of Revenue The following table disaggregates the Company’s revenue by major revenue category. Substantially all of the Company’s revenue is recognized in the U.S. Three Months Ended March 31, 2023 2022 Medication revenue $ 68,750 $ 50,973 Technology-enabled solutions revenue: Value-based care solutions 15,311 12,769 Software subscription and services 4,216 3,368 Total revenue $ 88,277 $ 67,110 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 March 31, 2023 and December 31, 2022. March 31, December 31, 2023 2022 Contract assets $ 16,643 $ 15,115 Contract liabilities 3,115 3,435 Significant changes in the contract assets and the contract liabilities balances during the period are as follows: March 31, 2023 Contract assets: Contract assets, beginning of period $ 15,115 Decreases due to cash received (9,001) Changes to the contract assets at the beginning of the period as a result of changes in estimates 643 Changes during the period, net of reclassifications to receivables 9,886 Contract assets, end of period $ 16,643 Contract liabilities: Contract liabilities, beginning of period $ 3,435 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (1,497) Increases due to cash received, excluding amounts recognized as revenue during the period 1,177 Contract liabilities, end of period $ 3,115 During the three months ended March 31, 2022, the Company recognized $1,432 of revenue that was included in the December 31, 2021 contract liability balance of $2,191. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss per Share | |
Net Loss per Share | 5. 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. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three Months Ended March 31, 2023 2022 Numerator (basic and diluted): Net loss from continuing operations $ (7,074) $ (20,392) Net loss from discontinued operations (8,824) (7,801) Net loss $ (15,898) $ (28,193) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 25,244,720 23,865,801 Net loss per share from continuing operations, basic and diluted $ (0.28) $ (0.85) Net loss per share from discontinued operations, basic and diluted (0.35) (0.33) Total net loss per share, basic and diluted $ (0.63) $ (1.18) The following potential common shares, presented based on amounts outstanding as of March 31, 2023 and 2022, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect. March 31, 2023 2022 Stock options to purchase common stock 981,476 1,538,993 Unvested restricted stock and restricted stock units 1,624,848 1,938,780 Common stock warrants 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 4,646,393 11,899,110 12,770,559 For the three months ended March 31, 2023 and 2022, shares related to the conversion of the convertible senior subordinated notes were included in the table above using the if-converted method. For the period ended March 31, 2023 and 2022, shares related to performance stock units were excluded from the table above, as the performance conditions were unmet as of March 31, 2023 and 2022 (see Note 14). |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets | |
Other Current Assets | 6. Other Current Assets As of March 31, 2023 and December 31, 2022, other current assets consisted of the following: March 31, 2023 December 31, 2022 Contract assets $ 16,643 $ 15,115 Divestiture-related contingent consideration receivables 900 — Non-trade receivables 665 719 Other 2,536 2,353 Total other current assets $ 20,744 $ 18,187 |
Divestiture-Related Notes Recei
Divestiture-Related Notes Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Divestiture-Related Notes Receivable | |
Divestiture-Related Notes Receivable | 7. Divestiture-Related Notes Receivable In connection with the sale of the DoseMe Business on January 20, 2023, the Company and DoseMe Operations executed a note receivable with principal of $3,000 and an annual interest rate of 7.0%, which matures on January 20, 2027. Pursuant to the terms of the sale agreement, the principal of the note receivable was adjusted for certain customary post-closing adjustments to $2,905 as of March 31, 2023. The note receivable was recorded at the estimated fair value of $1,610 on the DoseMe Sale Date of January 20, 2023 utilizing an imputed interest rate of 21.2%, which considers the risk-free rate corresponding to the term of the note receivable and risk premium attributed to the buyer’s credit rating for a secured or collateralized instrument. The divestiture-related note receivable is recorded in other assets on the Company’s consolidated balance sheet. In connection with the sale of the SinfoníaRx Business on March 2, 2023, the Company and Symphony executed a note receivable with principal of $3,600 and an annual interest rate of 3.0%, which matures on December 31, 2023. The note receivable was recorded at the estimated fair value of $3,480 on the SinfoníaRx Sale Date of March 2, 2023 utilizing an imputed interest rate of 7.0%, which considers the risk-free rate corresponding to the term of the note receivable and risk premium attributed to the buyer’s credit rating for a secured or collateralized instrument. On the DoseMe Sale Date and SinfoníaRx Sale Date, the Company estimated an aggregate allowance for credit losses of $151 on divestiture-related notes receivable based on the expected future cash flows and assessment of debtor’s credit quality. No additional amounts were charged to the allowance for credit losses for the three months ended March 31, 2023. The following summarizes the divestiture-related notes receivable balances as of March 31, 2023: Allowance for Balance as of Amortized Cost Credit Losses March 31, 2023 Divestiture-related note receivable current $ 3,492 $ — $ 3,492 Divestiture-related note receivable long-term 1,629 (151) 1,478 Total $ 5,121 $ (151) $ 4,970 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment. | |
Property and Equipment | 8. Property and Equipment Accumulated depreciation was $20,112 and $19,024 as of March 31, 2023 and December 31, 2022, respectively. Depreciation expense on property and equipment for the three months ended March 31, 2023 and 2022 was $926 and $847 , respectively. |
Software Development Costs
Software Development Costs | 3 Months Ended |
Mar. 31, 2023 | |
Software Development Costs | |
Software Development Costs | 9. Software Development Costs The Company capitalizes certain costs incurred in connection with obtaining or developing its proprietary software platforms, which are used to support its service contracts, including external direct costs of third-party professional services, payroll costs for employees directly involved with the software development, and interest expense related to the borrowings attributable to software development. As of March 31, 2023 31, March 31, 2023 December 31, 2022 Software development costs $ 58,368 $ 54,853 Less: accumulated amortization (25,936) (22,261) Software development costs, net $ 32,432 $ 32,592 Capitalized software development costs included above not yet subject to amortization $ 6,173 $ 4,997 Amortization expense for the three months ended March 31, 2023 and 2022 was $3,675 and $3,200, 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, the Company recognized an impairment charge equal to $4,062 for the period ended March 31, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets The Company’s goodwill as of March 31, 2023 and December 31, 2022 was $115,323. During the first quarter of 2022, the Company experienced a sustained decline in the market price of its common stock and determined that an indicator of impairment was present. The Company performed a quantitative goodwill impairment assessment as of March 31, 2022, estimating the fair value of the Company’s reporting unit using a market approach. Based on the analysis performed, the Company determined that the estimated fair value of the Company’s reporting unit exceeded its carrying value, and, as a result, goodwill was not impaired as of March 31, 2022. No indicators of impairment were identified for the three months ended March 31, 2023. Intangible assets consisted of the following as of March 31, 2023 and December 31, 2022: Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net March 31, 2023 Trade names 2.6 $ 1,340 $ (1,018) $ 322 Client relationships 11.7 51,264 (16,860) 34,404 Non-competition agreements 5.0 1,640 (1,385) 255 Developed technology 6.2 14,720 (12,999) 1,721 Domain name 10.0 59 (34) 25 Total intangible assets $ 69,023 $ (32,296) $ 36,727 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 Amortization expense for intangible assets for the three months ended March 31, 2023 and 2022 was $1,599 and $1,694, respectively. The estimated amortization expense for the remainder of 2023 and each of the next five years and thereafter is as follows: Years Ending December 31, 2023 (April 1 – December 31) $ 4,283 2024 4,684 2025 4,466 2026 4,338 2027 4,271 2028 3,681 Thereafter 11,004 Total estimated amortization expense $ 36,727 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 11. Accrued Expenses and Other Liabilities As of March 31, 2023 and December 31, 2022, accrued expenses and other liabilities consisted of the following: March 31, 2023 December 31, 2022 Employee related expenses $ 9,851 $ 10,780 Contract liability 2,576 3,309 Customer deposits 904 904 Client funds obligations* 6,240 12,372 Interest 711 2,133 Vendor financing arrangements 627 568 Professional fees and contract labor 1,194 751 Consideration payable to customer 22,047 20,311 Income and non-income taxes payable 100 8 Other expenses 5,469 4,609 Total accrued expenses and other liabilities $ 49,719 $ 55,745 *This amount represents client funds held by the Company, with an offsetting amount included in restricted cash. |
Line of Credit and Long-Term De
Line of Credit and Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Lines of Credit and Long-Term Debt | |
Line of Credit and Long-Term Debt | 12. 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. 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. The Company amortized $137 to interest expense for the three months ended March 31, 2022 for deferred financing costs. On August 1, 2022, in connection with the Termination, the remaining balance of deferred financing costs was amortized to interest expense. Interest expense on the 2020 Credit Facility was $460 for the three months ended March 31, 2022. (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 2026 Notes will mature on February 15, 2026, unless earlier converted or repurchased. The initial conversion rate for the 2026 Notes is 14.2966 shares of the Company’s common stock per $1 principal amount of 2026 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 Company’s 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 March 31, 2023, none of the conditions allowing holders of the 2026 Notes to convert had been met. Debt issuance costs related to the 2026 Notes of $9,372 are being amortized to interest expense using the effective interest method over the contractual term, resulting in During the three months ended March 31, 2023, the Company recognized $1,760 of interest expense related to the 2026 Notes, of which $1,422 was paid or accrued and $338 was noncash accretion of the debt discounts recorded. During the three months ended March 31, 2022, the Company recognized $1,753 of interest expense related to the 2026 Notes, of which $1,422 was paid or accrued and $331 was noncash accretion of the debt discounts recorded. As of March 31, 2023, total accrued interest payable related to the 2026 Notes was $ 711 , which is included in accrued expenses and other liabilities on the consolidated balance sheets. The 2026 Notes had a carrying value of $ 320,972 as of March 31, 2023. (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 March 31, 2023, no warrants had been exercised and all warrants to purchase shares of the Company’s common stock were outstanding. (d) Long-Term Debt The following table represents the total long-term debt obligations of the Company at March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Convertible senior subordinated notes $ 235,272 $ 235,272 Convertible senior subordinated notes - related party 89,728 89,728 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (4,028) (4,366) Total long-term debt, net $ 320,972 $ 320,634 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 13. Income Taxes For the three months ended March 31, 2023 and 2022, the Company recorded income tax expense of $105 and $216, respectively, which resulted in effective tax rates of (1.5)% and (1.1)%, respectively. The effective tax rates differ 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 the end of the periods presented. Accordingly, the tax benefit was limited due to unbenefited losses in the three months ended March 31, 2023 and 2022, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 14. Stock-Based Compensation In September 2016, the Company adopted the 2016 Equity Compensation Plan ( Restricted Stock Awards The Company issues restricted stock awards pursuant to the 2016 Plan to employees and non-employee directors. Restricted stock awards generally vest over a one The following table summarizes the aggregate restricted stock award activity, inclusive of performance-based restricted stock awards under the 2016 Plan for the three months ended March 31, 2023: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2022 2,193,444 $ 18.33 Granted 25,167 5.16 Vested (465,824) 28.83 Forfeited (232,208) 32.28 Outstanding at March 31, 2023 1,520,579 $ 12.77 For the three months ended March 31, 2023 and 2022, $2,200 and $7,269, respectively, of expense was recognized related to restricted stock awards, excluding performance-based restricted stock awards described below. As of March 31, 2023, there was unrecognized compensation expense of $16,285 related to unvested restricted stock awards, excluding performance-based restricted stock awards described below, under the 2016 Plan, which are expected to be recognized over a weighted average period of 2.1 years. Restricted Stock Units The Company issues restricted stock units pursuant to the 2016 Plan to employees and non-employee directors. Restricted stock units generally vest over a one The following table summarizes the aggregate restricted stock unit activity under the 2016 Plan for the three months ended March 31, 2023: Weighted average Number grant-date of shares fair value Outstanding at December 31, 2022 109,453 $ 6.71 Granted 2,400 5.57 Outstanding at March 31, 2023 111,853 $ 6.69 The table above includes 7,584 restricted stock units which had vested but had not been issued as of March 31, 2023. For the three months ended March 31, 2023 and 2022, $57 and $118, respectively, of expense was recognized related to restricted stock units. As of March 31, 2023, there was unrecognized compensation expense of $274 related to unvested restricted stock units, under the 2016 Plan, which are expected to be recognized over a weighted average period of 3.3 years. Performance-Based Equity Awards 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 three months ended March 31, 2023 and 2022, as the achievement of the underlying performance targets was considered unlikely. During the three months ended March 31, 2023, 14,650 performance stock units expired. As of March 31, 2023, the number of Target 2021 Shares was 30,900 shares, the maximum number of achievable performance stock units was 61,800, and the maximum unrecognized compensation expense was $2,727. 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 $160 of stock-based compensation expense related to the performance stock units for the three months ended March 31, 2023. As of March 31, 2023, 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 $1,139. Other Stock Awards During the first quarter of 2022, the Board approved grants of stock awards to certain non-employee directors 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 three months ended March 31, 2022, the Company recorded $92 of expense related to these stock awards. Stock Options The Company recorded $51 and $1,130 of stock-based compensation expense related to the vesting of employee and non-employee director stock options for the three months ended March 31, 2023 and 2022, respectively. The Company records forfeitures as they occur. No grants for employee and non-employee director stock options were made during the three months ended March 31, 2023 and 2022. The following table summarizes stock option activity under the 2016 Plan for the three months ended March 31, 2023: Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2022 1,177,805 $ 28.39 Exercised (71,562) 3.11 Forfeited (124,767) 20.97 Outstanding at March 31, 2023 981,476 $ 31.17 3.8 $ 171 Options vested and expected to vest at March 31, 2023 981,476 $ 31.17 3.8 $ 171 Exercisable at March 31, 2023 980,475 $ 31.15 3.8 $ 171 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 quarter 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 three months ended March 31, 2023 and 2022 was $150 and $106, respectively. As of March 31, 2023, there was $22 of total unrecognized compensation cost related to unvested stock options granted under the 2016 Plan, which is expected to be recognized over a weighted average period of 0.5 years. Cash received from option exercises for the three months ended March 31, 2023 and 2022 was $219 and $60, respectively. During the three months ended March 31, 2023, restricted share award holders delivered 125,088 shares of common stock, with a fair value of $622 for employee payroll taxes owed for the vesting of restricted stock awards. The Company recorded total stock-based compensation expense for the three months ended March 31, 2023 and 2022 in the following expense categories of its consolidated statements of operations: Three Months Ended March 31, 2023 2022 Cost of medication revenue $ 112 $ 224 Cost of technology-enabled solutions revenue 367 901 Research and development 201 1,519 Sales and marketing 86 258 General and administrative 1,664 4,801 Discontinued operations 38 906 Total stock-based compensation expense $ 2,468 $ 8,609 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 March 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 15. 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 contingent consideration receivable and convertible senior subordinated notes. The Company had classified assets measured at fair value on a recurring basis at March 31, 2023 as follows: Fair Value Measurement at Reporting Date Using Balance as of Level 1 Level 2 Level 3 March 31, 2023 Assets Money market funds $ 57,189 $ — $ — $ 57,189 Contingent consideration receivable - current — — 900 900 Contingent consideration receivable - long-term — — 2,550 2,550 Total $ 57,189 $ — $ 3,450 $ 60,639 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 (“PW Contingent Consideration Receivable”) 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 3 for additional information regarding the sale of the PrescribeWellness Business. In connection with the sale of the SinfoníaRx Business on March 2, 2023, additional consideration (“SinfoníaRx Contingent Consideration Receivable”) may be payable to the Company based upon potential regulatory changes affecting the business, as defined in the corresponding purchase agreement. See Note 3 for additional information regarding the sale of the SinfoníaRx Business. The contingent consideration receivables are classified as a current or noncurrent asset based on their expected payment dates, and they are subject to remeasurement at each balance sheet date. The contingent consideration receivables are 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 PW 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. The estimated fair value of the PW Contingent Consideration Receivable was $3,350 as of March 31, 2023, of which $800 was included in other current assets on the Company’s consolidated balance sheet. The fair value of the SinfoníaRx Contingent Consideration Receivable was determined using a scenario-based method. The contingent consideration receivable was recorded at the estimated fair value of $500 at the sale date of March 2, 2023. During the three months ended March 31, 2023, the Company recorded a $400 charge to decrease the fair value of the SinfoníaRx Contingent Consideration Receivable primarily due to updated estimates used in the contingent consideration valuation. The estimated fair value of the SinfoníaRx Contingent Consideration Receivable was $100 as of March 31, 2023 and was included in other current assets on the Company’s consolidated balance sheet. The changes in fair value of the Company’s contingent consideration receivable for the three months ended March 31, 2023 was as follows: Balance at December 31, 2022 $ 3,350 Fair value of SinfoníaRx contingent consideration receivable 500 Adjustments to fair value measurement (400) Balance at March 31, 2023 $ 3,450 The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of March 31, 2023: Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 320,972 $ 265,967 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 12, the 2026 Notes are carried at their aggregate face value of $325,000 , less any unamortized debt issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. 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 As of March 31, 2023, the Company was not involved in any significant claims or legal actions that, in the opinion of management, would 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 March 31, 2023 and December 31, 2022 the Company had $2,081 and $ 4,608, respectively, due to Thrifty Drug for 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 will expire 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 will expire 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 March 31, 2023, the Company had a remaining commitment of $2,860 under the October 2021 agreement, of which $473 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 was effective as of November 1, 2021 and will expire on October 31, 2026 and commits the Company to a minimum purchase obligation of $8,960 through October 31, 2024. As of March 31, 2023, the Company had a remaining commitment of $4,668. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions The Company provides medication fulfillment pharmacy services and certain PACE solutions services to a client whose Chief Executive Officer is a member of the Board. For the three months ended March 31, 2023 and 2022, $1,876 and $1,759 , respectively, of revenue related to this client was included in the Company’s consolidated statements of operations, and approximately $197 and $145 was included in accounts receivable, net, as of March 31, 2023 and December 31, 2022, 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 $88,615 and $88,522 of the Company’s convertible senior subordinated notes, net of discount, which is presented on the Company’s consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. See Note 12 for more information on the Company’s convertible senior subordinated notes. 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 were included within general and administrative expenses in the Company’s consolidated statement of operations during the third quarter of 2022. As of March 31, 2023, $1,031 is included within accrued expenses and other liabilities on the Company’s consolidated balance sheets. |
Rights Plan
Rights Plan | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Rights Plan | 18. 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 one-thousandth of a share of a newly-designated series of preferred stock, Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company, at an exercise price of $26.00, subject to adjustment. The Rights expire at the earlier of (a) the redemption or exchange of the Rights as provided in the Rights Agreement or (b) July 25, 2023. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited 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 interim financial reporting. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the Company’s interim consolidated financial position for the periods indicated. The interim results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K filed with the SEC on March 10, 2023 (the “2022 Form 10-K”). Except as described below, there have been no material changes to the Company’s significant accounting policies described in the 2022 Form 10-K that have a material impact on the Company’s accompanying unaudited consolidated financial statements and related notes. |
Segment Reporting | (b) Segment Reporting The Company previously operated its business through two segments, CareVention HealthCare and MedWise HealthCare. 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 Company completed the sales of its unincorporated PrescribeWellness business (the “PrescribeWellness Business”), DoseMe business (the “DoseMe Business”), and SinfoníaRx business (the “SinfoníaRx Business”) in August 2022, January 2023, and March 2023, respectively. The completed sales of these 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 subsequently continued to meet the requirements through their respective sale dates. Accordingly, unless otherwise indicated, the accompanying consolidated financial statements reflect the assets, liabilities, revenue, and expenses related to these businesses as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout the notes to the consolidated financial statements relate to the Company’s continuing operations. The PrescribeWellness, DoseMe, and SinfoníaRx businesses collectively comprised the majority of the Company’s MedWise HealthCare segment. As a result of the sales of these businesses, the Company reevaluated its operating segments with respect to the CareVention HealthCare segment and the remaining MedWise HealthCare segment. Subsequent to the sales of these businesses, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates performance and allocates resources based on the consolidated results of the Company. Therefore, the Company consolidated its two operating segments to one segment by merging the CareVention HealthCare segment and the remaining MedWise HealthCare segment. The Company now operates its business as one segment as of March 31, 2023. Prior comparative periods have been revised to conform with the current period segment presentation. See Note 3 for further information on the Company’s discontinued operations and the Company’s sales of the PrescribeWellness, DoseMe, and SinfoníaRx businesses. |
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 3. |
Cloud Computing Arrangements | (d) 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 March 31, 2023 and December 31, 2022, capitalized implementation costs of $882 and $882, respectively, were included in prepaid expenses. As of March 31, 2023 and December 31, 2022, $1,276 and $1,276, respectively, were included in other assets on the Company’s consolidated balance sheets. Accumulated amortization for these arrangements was $712 and $590 as of March 31, 2023 and December 31, 2022, respectively. Amortization expense for the three months ended March 31, 2023 and 2022 was $122 and $53, respectively. |
Vendor Financing Arrangements | (e) 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 have augmented 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 March 31, 2023 and December 31, 2022, the outstanding principal balance of the financing arrangement was $6,160 and $5,169, respectively, with an unamortized discount of $1,502 and $1,239, respectively, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheets. 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 March 31, 2023 and December 31, 2022, the outstanding principal balance of the financing arrangement was $832 and $916, respectively, with an unamortized discount of $135 and $138, respectively, which was included in accrued expenses and other liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Imputed interest expense from vendor financing arrangements was $104 and $6 for the three months ended March 31, 2023 and 2022, respectively. |
Allowance for Credit Losses | (f) Allowance for Credit Losses The Company maintains an allowance for credit losses to provide for expected credit losses on its divestiture-related notes receivable. The allowance for credit losses is based on the Company’s analysis of the expected future cash flows, as well as an assessment of the debtor’s credit quality. All losses are charged to the allowance when the loss occurs or when a determination is made that such a loss is likely and can be reasonably estimated. Recoveries are credited to the allowance at the time of recovery. The Company evaluates its allowance for credit losses quarterly. As of March 31, 2023, the allowance for credit losses on the divestiture-related notes receivable was $151. See Note 7 for additional information on the Company’s divestiture-related notes receivable. |
Concentration of Credit Risk | (g) Concentrations 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 March 31, 2023 and December 31, 2022, no client represented more than 10% of net accounts receivable. As of March 31, 2023, one client represented 16% of client claims receivable. As of December 31, 2022, one client represented 14% of client claims receivable. For the three months ended March 31, 2023 and 2022, one client accounted for 14% and 16% of total revenue, respectively. |
Recent Accounting Pronouncement | (h) Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) 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 FASB Accounting Standards Codification 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 did not have a significant impact on the consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
PrescribeWellness business | |
Discontinued Operations | |
Schedules of discontinued operations | 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: Three Months Ended March 31, 2022 Revenue $ 8,884 Cost of revenue, exclusive of depreciation and amortization 3,170 Operating expenses 7,490 Loss from discontinued operations before income taxes (1,776) Income tax expense 27 Net loss from discontinued operations, net of tax $ (1,803) T Three Months Ended March 31, 2022 Depreciation and amortization $ 4,551 Stock-based compensation 267 Purchases of property and equipment (9) Software development costs (1,902) |
DoseMe business | |
Discontinued Operations | |
Schedules of discontinued operations | The following table summarizes the net assets sold as finally reported on the DoseMe Sale Date of January 20, 2023 and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: January 20, December 31, 2023 2022 Cash $ 200 $ 18 Accounts receivable, net 407 530 Prepaid expenses and other assets 57 43 Property and equipment, net 30 30 Software development costs, net 421 421 Goodwill 1,927 1,927 Intangible assets, net 9,372 9,372 Impairment of carrying value (7,730) (7,730) Total current assets of discontinued operations $ 4,684 $ 4,611 Accounts payable $ 47 $ 42 Accrued expenses and other liabilities 1,214 1,231 Total current liabilities of discontinued operations $ 1,261 $ 1,273 The following table summarizes the results of operations of the DoseMe Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 64 $ 371 Cost of revenue, exclusive of depreciation and amortization 3 41 Operating expenses 432 1,383 Impairment charges — 840 Gain on disposal of business 222 — Loss from discontinued operations before income taxes (149) (1,893) Income tax expense 54 29 Net loss from discontinued operations, net of tax $ (203) $ (1,922) The following table summarizes the significant operating noncash items and investing activities of the DoseMe Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 655 Impairment charges — 840 Stock-based compensation 1 179 Gain on disposal of business 222 — Software development costs — (85) |
SinfoniaRx business | |
Discontinued Operations | |
Schedules of discontinued operations | The following table summarizes the net assets sold as finally reported on the SinfoníaRx Sale Date of March 2, 2023, and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: March 2, December 31, 2023 2022 Accounts receivable, net $ 3,958 $ 3,707 Prepaid expenses and other assets 2,228 2,174 Property and equipment, net 1,279 1,320 Operating lease right-of-use assets 2,213 3,991 Software development costs, net 7,500 7,142 Intangible assets, net 13,263 13,263 Impairment of carrying value (13,383) (13,383) Total current assets of discontinued operations $ 17,058 $ 18,214 Operating lease liabilities $ 1,928 $ 3,525 Accounts payable 1,159 3,188 Accrued expenses and other liabilities 3,684 5,403 Total current liabilities of discontinued operations $ 6,771 $ 12,116 The following table summarizes the results of operations of the SinfoníaRx Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 3,536 $ 7,240 Cost of revenue, exclusive of depreciation and amortization 4,919 6,534 Operating expenses 1,917 4,720 Impairment charges 363 — Loss on disposal of business 4,958 — Loss from discontinued operations before income taxes (8,621) (4,014) Income tax expense — 62 Net loss from discontinued operations, net of tax $ (8,621) $ (4,076) The following table summarizes the significant operating noncash items and investing activities of the SinfoníaRx Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 2,125 Impairment charges 363 — Stock-based compensation 37 460 Loss on disposal of business 4,958 — Purchases of property and equipment — (1) Software development costs (358) (1,043) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue. | |
Schedule of disaggregated revenue by major revenue category | Three Months Ended March 31, 2023 2022 Medication revenue $ 68,750 $ 50,973 Technology-enabled solutions revenue: Value-based care solutions 15,311 12,769 Software subscription and services 4,216 3,368 Total revenue $ 88,277 $ 67,110 |
Schedule of contract assets and contract liabilities from contracts with customers | March 31, December 31, 2023 2022 Contract assets $ 16,643 $ 15,115 Contract liabilities 3,115 3,435 |
Schedule of significant changes in the contract assets and the contract liabilities balances | March 31, 2023 Contract assets: Contract assets, beginning of period $ 15,115 Decreases due to cash received (9,001) Changes to the contract assets at the beginning of the period as a result of changes in estimates 643 Changes during the period, net of reclassifications to receivables 9,886 Contract assets, end of period $ 16,643 Contract liabilities: Contract liabilities, beginning of period $ 3,435 Revenue recognized that was included in the contract liabilities balance at the beginning of the period (1,497) Increases due to cash received, excluding amounts recognized as revenue during the period 1,177 Contract liabilities, end of period $ 3,115 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net loss per share | Three Months Ended March 31, 2023 2022 Numerator (basic and diluted): Net loss from continuing operations $ (7,074) $ (20,392) Net loss from discontinued operations (8,824) (7,801) Net loss $ (15,898) $ (28,193) Denominator (basic and diluted): Weighted average shares of common stock outstanding, basic and diluted 25,244,720 23,865,801 Net loss per share from continuing operations, basic and diluted $ (0.28) $ (0.85) Net loss per share from discontinued operations, basic and diluted (0.35) (0.33) Total net loss per share, basic and diluted $ (0.63) $ (1.18) |
Schedule of shares excluded from the calculation of diluted net loss per share | March 31, 2023 2022 Stock options to purchase common stock 981,476 1,538,993 Unvested restricted stock and restricted stock units 1,624,848 1,938,780 Common stock warrants 4,646,393 4,646,393 Conversion of convertible senior subordinated notes 4,646,393 4,646,393 11,899,110 12,770,559 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets | |
Schedule of Other Current Assets | March 31, 2023 December 31, 2022 Contract assets $ 16,643 $ 15,115 Divestiture-related contingent consideration receivables 900 — Non-trade receivables 665 719 Other 2,536 2,353 Total other current assets $ 20,744 $ 18,187 |
Divestiture-Related Notes Rec_2
Divestiture-Related Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Divestiture-Related Notes Receivable | |
Summary of divestiture-related notes receivable balances | Allowance for Balance as of Amortized Cost Credit Losses March 31, 2023 Divestiture-related note receivable current $ 3,492 $ — $ 3,492 Divestiture-related note receivable long-term 1,629 (151) 1,478 Total $ 5,121 $ (151) $ 4,970 |
Software Development Costs (Tab
Software Development Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Software Development Costs | |
Schedule of capitalized software costs | March 31, 2023 December 31, 2022 Software development costs $ 58,368 $ 54,853 Less: accumulated amortization (25,936) (22,261) Software development costs, net $ 32,432 $ 32,592 Capitalized software development costs included above not yet subject to amortization $ 6,173 $ 4,997 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | Weighted Average Amortization Period Accumulated Intangible (in years) Gross Value Amortization Assets, net March 31, 2023 Trade names 2.6 $ 1,340 $ (1,018) $ 322 Client relationships 11.7 51,264 (16,860) 34,404 Non-competition agreements 5.0 1,640 (1,385) 255 Developed technology 6.2 14,720 (12,999) 1,721 Domain name 10.0 59 (34) 25 Total intangible assets $ 69,023 $ (32,296) $ 36,727 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 |
Schedule of estimated amortization expense | Years Ending December 31, 2023 (April 1 – December 31) $ 4,283 2024 4,684 2025 4,466 2026 4,338 2027 4,271 2028 3,681 Thereafter 11,004 Total estimated amortization expense $ 36,727 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | March 31, 2023 December 31, 2022 Employee related expenses $ 9,851 $ 10,780 Contract liability 2,576 3,309 Customer deposits 904 904 Client funds obligations* 6,240 12,372 Interest 711 2,133 Vendor financing arrangements 627 568 Professional fees and contract labor 1,194 751 Consideration payable to customer 22,047 20,311 Income and non-income taxes payable 100 8 Other expenses 5,469 4,609 Total accrued expenses and other liabilities $ 49,719 $ 55,745 |
Line of Credit and Long-Term _2
Line of Credit and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lines of Credit and Long-Term Debt | |
Schedule of long-term debt obligations | March 31, 2023 December 31, 2022 Convertible senior subordinated notes $ 235,272 $ 235,272 Convertible senior subordinated notes - related party 89,728 89,728 Unamortized discount, including debt issuance costs, on convertible senior subordinated notes (4,028) (4,366) Total long-term debt, net $ 320,972 $ 320,634 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Summary of stock option activity | Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of shares price term value Outstanding at December 31, 2022 1,177,805 $ 28.39 Exercised (71,562) 3.11 Forfeited (124,767) 20.97 Outstanding at March 31, 2023 981,476 $ 31.17 3.8 $ 171 Options vested and expected to vest at March 31, 2023 981,476 $ 31.17 3.8 $ 171 Exercisable at March 31, 2023 980,475 $ 31.15 3.8 $ 171 |
Schedule of recorded stock-based compensation expense related to stock options | Three Months Ended March 31, 2023 2022 Cost of medication revenue $ 112 $ 224 Cost of technology-enabled solutions revenue 367 901 Research and development 201 1,519 Sales and marketing 86 258 General and administrative 1,664 4,801 Discontinued operations 38 906 Total stock-based compensation expense $ 2,468 $ 8,609 |
Restricted stock | |
Stock-Based Compensation | |
Summary of restricted stock award and unit activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2022 2,193,444 $ 18.33 Granted 25,167 5.16 Vested (465,824) 28.83 Forfeited (232,208) 32.28 Outstanding at March 31, 2023 1,520,579 $ 12.77 |
Restricted stock units | |
Stock-Based Compensation | |
Summary of restricted stock award and unit activity | Weighted average Number grant-date of shares fair value Outstanding at December 31, 2022 109,453 $ 6.71 Granted 2,400 5.57 Outstanding at March 31, 2023 111,853 $ 6.69 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of classified 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 March 31, 2023 Assets Money market funds $ 57,189 $ — $ — $ 57,189 Contingent consideration receivable - current — — 900 900 Contingent consideration receivable - long-term — — 2,550 2,550 Total $ 57,189 $ — $ 3,450 $ 60,639 |
Schedule of changes in fair value of contingent consideration receivable | Balance at December 31, 2022 $ 3,350 Fair value of SinfoníaRx contingent consideration receivable 500 Adjustments to fair value measurement (400) Balance at March 31, 2023 $ 3,450 |
Schedule of carrying value and fair value of financial instruments | Face Value Carrying Value Fair Value 1.75% Convertible Senior Subordinated Notes due 2026 $ 325,000 $ 320,972 $ 265,967 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Segment Reporting (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | ||
Number of segments | 1 | 2 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Cloud Computing Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Other assets | |||
Accumulated amortization, cloud computing implementation costs | $ 712 | $ 590 | |
Amortization expense, cloud computing implementation costs | 122 | $ 53 | |
Prepaid expenses | |||
Other assets | |||
Capitalized cloud computing implementation costs | 882 | 882 | |
Other assets | |||
Other assets | |||
Capitalized cloud computing implementation costs | $ 1,276 | $ 1,276 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements- Vendor Financing Arrangements (Details) $ in Thousands | 3 Months Ended | ||||
Oct. 01, 2022 USD ($) payment | Feb. 24, 2022 USD ($) employee | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | 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 | $ 104 | $ 6 | |||
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 | 6,160 | $ 5,169 | |||
Vendor Financing Arrangements, Unamortized discount | 1,502 | 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% | ||||
Software support and service provider | Accrued expenses and other liabilities, Current and noncurrent | |||||
Financing Arrangements | |||||
Vendor Financing Arrangements, Outstanding principal balance | 832 | 916 | |||
Vendor Financing Arrangements, Unamortized discount | $ 135 | $ 138 |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Allowance for Credit Losses (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements | |
Allowance for credit losses on divestiture-related notes receivable | $ 151 |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies, and Recent Accounting Pronouncements - Concentration of Risk (Details) - Client One - customer | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Client Claims Receivable | Credit risk | ||||
Concentration Risk | ||||
Number of clients | 1 | 1 | ||
Concentration risk (as a percent) | 16% | 14% | ||
Revenue | Customer risk | ||||
Concentration Risk | ||||
Number of clients | 1 | 1 | ||
Concentration risk (as a percent) | 14% | 16% |
Discontinued Operations - Dives
Discontinued Operations - Divestiture of the PrescribeWellness Business (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Aug. 01, 2022 | |
Discontinued Operations | |||||
Gain on disposal of business | $ (4,736) | ||||
Other income | 452 | ||||
Current assets of discontinued operations | |||||
Total current assets of discontinued operations | $ 22,825 | ||||
Current liabilities of discontinued operations | |||||
Total current liabilities of discontinued operations | 458 | $ 13,389 | |||
Loss from discontinued operations | |||||
Net loss from discontinued operations, net of tax | (8,824) | $ (7,801) | |||
Operating non-cash items and investing activities of discontinued operations: | |||||
Gain on disposal of business | (4,736) | ||||
Transition Services Agreement | TDS | |||||
Discontinued Operations | |||||
Other income | 4 | ||||
PrescribeWellness business and KD assets | Discontinued Operations, Disposed of by Sale | |||||
Discontinued Operations | |||||
Purchase consideration | $ 125,000 | ||||
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | |||||
Discontinued Operations | |||||
Purchase consideration | 118,561 | ||||
Amount of cash received for certain customary post-closing adjustments | $ 1,477 | ||||
Maximum amount of contingent consideration to be received | 15,000 | ||||
Contingent consideration receivable | $ 3,350 | 7,000 | |||
PrescribeWellness business | Discontinued Operations, Held-for-sale | |||||
Discontinued Operations | |||||
Goodwill impairment | 0 | ||||
Impairment charge on net assets held for sale | 0 | ||||
Loss from discontinued operations | |||||
Revenue | 8,884 | ||||
Cost of revenue, exclusive of depreciation and amortization | 3,170 | ||||
Operating expenses | 7,490 | ||||
Loss from discontinued operations before income taxes | (1,776) | ||||
Income tax expense | 27 | ||||
Net loss from discontinued operations, net of tax | (1,803) | ||||
Operating non-cash items and investing activities of discontinued operations: | |||||
Depreciation and amortization | 4,551 | ||||
Stock-based compensation | 267 | ||||
Purchases of property and equipment | (9) | ||||
Software development costs | $ (1,902) | ||||
KD assets | Discontinued Operations, Disposed of by Sale | KD | |||||
Discontinued Operations | |||||
Purchase consideration | $ 5,900 |
Discontinued Operations - Div_2
Discontinued Operations - Divestiture of the DoseMe Business (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 20, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Discontinued Operations | ||||
Gain on disposal of business | $ (4,736) | |||
Other income | 452 | |||
Current assets of discontinued operations | ||||
Total current assets of discontinued operations | $ 22,825 | |||
Current liabilities of discontinued operations | ||||
Total current liabilities of discontinued operations | 458 | 13,389 | ||
Loss from discontinued operations | ||||
Net loss from discontinued operations, net of tax | (8,824) | $ (7,801) | ||
Operating non-cash items and investing activities of discontinued operations: | ||||
Gain on disposal of business | (4,736) | |||
Transition Services Agreement | DoseMe Operations Inc. | ||||
Discontinued Operations | ||||
Other income | 50 | |||
DoseMe business | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Purchase consideration | $ 2,000 | |||
Cash consideration received | 1,984 | |||
Consideration, note receivable | $ 3,000 | |||
Interest rate of note receivable (as a percent) | 7% | |||
Gain on disposal of business | $ 222 | 222 | ||
Current assets of discontinued operations | ||||
Cash | 200 | |||
Accounts receivable, net | 407 | |||
Prepaid expenses and other assets | 57 | |||
Property and equipment, net | 30 | |||
Software development costs, net | 421 | |||
Goodwill | 1,927 | |||
Intangible assets, net | 9,372 | |||
Impairment of carrying value | (7,730) | |||
Total current assets of discontinued operations | 4,684 | |||
Current liabilities of discontinued operations | ||||
Accounts payable | 47 | |||
Accrued expenses and other liabilities | 1,214 | |||
Total current liabilities of discontinued operations | 1,261 | |||
Loss from discontinued operations | ||||
Revenue | 64 | |||
Cost of revenue, exclusive of depreciation and amortization | 3 | |||
Operating expenses | 432 | |||
Gain on disposal of business | 222 | |||
Loss from discontinued operations before income taxes | (149) | |||
Income tax expense | 54 | |||
Net loss from discontinued operations, net of tax | (203) | |||
Operating non-cash items and investing activities of discontinued operations: | ||||
Stock-based compensation | 1 | |||
Gain on disposal of business | $ 222 | $ 222 | ||
DoseMe business | Discontinued Operations, Held-for-sale | ||||
Discontinued Operations | ||||
Goodwill impairment | 740 | |||
Impairment charge on net assets held for sale | 100 | |||
Current assets of discontinued operations | ||||
Cash | 18 | |||
Accounts receivable, net | 530 | |||
Prepaid expenses and other assets | 43 | |||
Property and equipment, net | 30 | |||
Software development costs, net | 421 | |||
Goodwill | 1,927 | |||
Intangible assets, net | 9,372 | |||
Impairment of carrying value | (7,730) | |||
Total current assets of discontinued operations | 4,611 | |||
Current liabilities of discontinued operations | ||||
Accounts payable | 42 | |||
Accrued expenses and other liabilities | 1,231 | |||
Total current liabilities of discontinued operations | $ 1,273 | |||
Loss from discontinued operations | ||||
Revenue | 371 | |||
Cost of revenue, exclusive of depreciation and amortization | 41 | |||
Operating expenses | 1,383 | |||
Impairment charges | 840 | |||
Loss from discontinued operations before income taxes | (1,893) | |||
Income tax expense | 29 | |||
Net loss from discontinued operations, net of tax | (1,922) | |||
Operating non-cash items and investing activities of discontinued operations: | ||||
Depreciation and amortization | 655 | |||
Impairment charges | 840 | |||
Stock-based compensation | 179 | |||
Software development costs | $ (85) |
Discontinued Operations - Div_3
Discontinued Operations - Divestiture of the SinfoniaRx Business (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 02, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Discontinued Operations | ||||
Other income | $ 452 | |||
Loss on disposal of business | 4,736 | |||
Loss from discontinued operations | ||||
Net loss from discontinued operations, net of tax | (8,824) | $ (7,801) | ||
Contingent consideration receivable - long-term | 2,550 | $ 3,350 | ||
Current assets of discontinued operations | ||||
Total current assets of discontinued operations | 22,825 | |||
Current liabilities of discontinued operations | ||||
Total current liabilities of discontinued operations | 458 | 13,389 | ||
Operating non-cash items and investing activities of discontinued operations: | ||||
Loss on disposal of business | 4,736 | |||
Transition Services Agreement | Symphony | ||||
Discontinued Operations | ||||
Other income | 398 | |||
SinfoniaRx business | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Purchase consideration | $ 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 | |||
Contingent consideration receivable | 500 | 100 | ||
Loss on disposal of business | 4,958 | 4,958 | ||
Loss from discontinued operations | ||||
Revenue | 3,536 | |||
Cost of revenue, exclusive of depreciation and amortization | 4,919 | |||
Operating expenses | 1,917 | |||
Impairment charges | 363 | |||
Loss on disposal of business | 4,958 | |||
Loss from discontinued operations before income taxes | (8,621) | |||
Net loss from discontinued operations, net of tax | (8,621) | |||
Current assets of discontinued operations | ||||
Accounts receivable, net | 3,958 | |||
Prepaid expenses and other assets | 2,228 | |||
Property and equipment, net | 1,279 | |||
Operating lease right-of-use assets | 2,213 | |||
Software development costs, net | 7,500 | |||
Intangible assets, net | 13,263 | |||
Impairment of carrying value | (13,383) | |||
Total current assets of discontinued operations | 17,058 | |||
Current liabilities of discontinued operations | ||||
Operating lease liabilities | 1,928 | |||
Accounts payable | 1,159 | |||
Accrued expenses and other liabilities | 3,684 | |||
Total current liabilities of discontinued operations | 6,771 | |||
Operating non-cash items and investing activities of discontinued operations: | ||||
Impairment charges | 363 | |||
Stock-based compensation | 37 | |||
Loss on disposal of business | $ 4,958 | 4,958 | ||
Software development costs | $ (358) | |||
SinfoniaRx business | Discontinued Operations, Held-for-sale | ||||
Discontinued Operations | ||||
Goodwill impairment | 0 | |||
Impairment charge on net assets held for sale | 0 | |||
Loss from discontinued operations | ||||
Revenue | 7,240 | |||
Cost of revenue, exclusive of depreciation and amortization | 6,534 | |||
Operating expenses | 4,720 | |||
Loss from discontinued operations before income taxes | (4,014) | |||
Income tax expense | 62 | |||
Net loss from discontinued operations, net of tax | (4,076) | |||
Current assets of discontinued operations | ||||
Accounts receivable, net | 3,707 | |||
Prepaid expenses and other assets | 2,174 | |||
Property and equipment, net | 1,320 | |||
Operating lease right-of-use assets | 3,991 | |||
Software development costs, net | 7,142 | |||
Intangible assets, net | 13,263 | |||
Impairment of carrying value | (13,383) | |||
Total current assets of discontinued operations | 18,214 | |||
Current liabilities of discontinued operations | ||||
Operating lease liabilities | 3,525 | |||
Accounts payable | 3,188 | |||
Accrued expenses and other liabilities | 5,403 | |||
Total current liabilities of discontinued operations | $ 12,116 | |||
Operating non-cash items and investing activities of discontinued operations: | ||||
Depreciation and amortization | 2,125 | |||
Stock-based compensation | 460 | |||
Purchases of property and equipment | (1) | |||
Software development costs | $ (1,043) |
Revenue - General (Details)
Revenue - General (Details) | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of revenue | ||
Total revenue | $ 88,277 | $ 67,110 |
Medication | ||
Disaggregation of revenue | ||
Total revenue | 68,750 | 50,973 |
Technology-enabled solutions | ||
Disaggregation of revenue | ||
Total revenue | 19,527 | 16,137 |
Value-based care solutions | ||
Disaggregation of revenue | ||
Total revenue | 15,311 | 12,769 |
Software subscription and services | ||
Disaggregation of revenue | ||
Total revenue | $ 4,216 | $ 3,368 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Balances | |||
Contract assets | $ 16,643 | $ 15,115 | |
Contract liabilities | $ 3,115 | $ 3,435 | $ 2,191 |
Revenue - Change in contract ba
Revenue - Change in contract balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Contract assets: | ||
Contract assets, beginning of period | $ 15,115 | |
Decreases due to cash received | (9,001) | |
Changes to the contract assets at the beginning of the period as a result of changes in estimates | 643 | |
Changes during the year, net of reclassifications to receivables | 9,886 | |
Contract assets, end of period | 16,643 | |
Contract liabilities: | ||
Contract liabilities, beginning of period | 3,435 | $ 2,191 |
Revenue recognized that was included in the contract liabilities balance at the beginning of the period | (1,497) | $ (1,432) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 1,177 | |
Contract liabilities, end of period | $ 3,115 |
Net Loss per Share - EPS (Detai
Net Loss per Share - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator (basic and diluted): | ||
Net loss from continuing operations, basic | $ (7,074) | $ (20,392) |
Net loss from discontinued operations, basic | (8,824) | (7,801) |
Net loss, basic | (15,898) | (28,193) |
Net loss from continuing operations, diluted | (7,074) | (20,392) |
Net loss from discontinued operations, diluted | (8,824) | (7,801) |
Net loss, diluted | $ (15,898) | $ (28,193) |
Denominator (basic and diluted): | ||
Weighted average common shares outstanding, basic (in shares) | 25,244,720 | 23,865,801 |
Weighted average common shares outstanding, diluted (in shares) | 25,244,720 | 23,865,801 |
Net loss per share from continuing operations, basic (in dollars per share) | $ (0.28) | $ (0.85) |
Net loss per share from discontinued operations, basic (in dollars per share) | (0.35) | (0.33) |
Total net loss per share, basic (in dollars per share) | (0.63) | (1.18) |
Net loss per share from continuing operations, diluted (in dollars per share) | (0.28) | (0.85) |
Net loss per share from discontinued operations, diluted (in dollars per share) | (0.35) | (0.33) |
Total net loss per share, diluted (in dollars per share) | $ (0.63) | $ (1.18) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Securities excluded from the calculation of diluted net loss per share | ||
Anti-dilutive securities | 11,899,110 | 12,770,559 |
Stock options | ||
Securities excluded from the calculation of diluted net loss per share | ||
Anti-dilutive securities | 981,476 | 1,538,993 |
Restricted stock and restricted stock units | ||
Securities excluded from the calculation of diluted net loss per share | ||
Anti-dilutive securities | 1,624,848 | 1,938,780 |
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 |
Convertible Debt | ||
Securities excluded from the calculation of diluted net loss per share | ||
Anti-dilutive securities | 4,646,393 | 4,646,393 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Current Assets | ||
Contract assets | $ 16,643 | $ 15,115 |
Divestiture-related contingent consideration receivables | 900 | |
Non-trade receivables | 665 | 719 |
Other | 2,536 | 2,353 |
Total other current assets | $ 20,744 | $ 18,187 |
Divestiture-Related Notes Rec_3
Divestiture-Related Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 02, 2023 | Jan. 20, 2023 | Mar. 31, 2023 | |
Notes Receivable | |||
Divestiture-related notes receivable current, Amortized Cost | $ 3,492 | ||
Divestiture-related notes receivable long-term, Amortized Cost | 1,629 | ||
Divestiture-related notes receivable total, Amortized Cost | 5,121 | ||
Divestiture-related notes receivable, Allowance for Credit Losses | (151) | ||
Divestiture-related notes receivable, Additional amounts charged to the allowance for credit losses | 0 | ||
Divestiture-related notes receivable current, Balance | 3,492 | ||
Divestiture-related notes receivable long-term, Balance | 1,478 | ||
Divestiture-related notes receivable total, Balance | 4,970 | ||
Divestiture-Related Note Receivable, DoseMe Operations | |||
Notes Receivable | |||
Principal amount | $ 3,000 | ||
Annual interest rate (as a percent) | 7% | ||
Principal amount, as adjusted | $ 2,905 | ||
Imputed interest rate (as a percent) | 21.20% | ||
Divestiture-related notes receivable total, Amortized Cost | $ 1,610 | ||
Divestiture-Related Note Receivable, SinfonaRx Business | |||
Notes Receivable | |||
Principal amount | $ 3,600 | ||
Annual interest rate (as a percent) | 3% | ||
Imputed interest rate (as a percent) | 7% | ||
Divestiture-related notes receivable total, Amortized Cost | $ 3,480 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property and Equipment | |||
Property and equipment, net | $ 9,408 | $ 9,158 | |
Depreciation and amortization | 6,200 | $ 5,742 | |
Property and equipment | |||
Property and Equipment | |||
Accumulated depreciation | 20,112 | $ 19,024 | |
Depreciation and amortization | $ 926 | $ 847 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Software Development Costs | |||
Software development costs | $ 58,368 | $ 54,853 | |
Less: accumulated amortization | (25,936) | (22,261) | |
Software development costs, net | 32,432 | 32,592 | |
Capitalized software development costs included above not yet subject to amortization | 6,173 | $ 4,997 | |
Amortization expense | $ 3,675 | $ 3,200 | |
Software development costs impairment | $ 4,062 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and related changes | ||
Goodwill | $ 115,323 | $ 115,323 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Intangible Assets | |||
Gross Value | $ 69,023 | $ 69,023 | |
Accumulated Amortization | (32,296) | (30,697) | |
Intangible Assets, net | 36,727 | $ 38,326 | |
Amortization expense | $ 1,599 | $ 1,694 | |
Trade name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 2 years 7 months 6 days | 2 years 7 months 6 days | |
Gross Value | $ 1,340 | $ 1,340 | |
Accumulated Amortization | (1,018) | (1,000) | |
Intangible Assets, net | $ 322 | $ 340 | |
Client relationships | |||
Intangible Assets | |||
Weighted Average Amortization Period | 11 years 8 months 12 days | 11 years 8 months 12 days | |
Gross Value | $ 51,264 | $ 51,264 | |
Accumulated Amortization | (16,860) | (15,781) | |
Intangible Assets, net | $ 34,404 | $ 35,483 | |
Non-competition agreements | |||
Intangible Assets | |||
Weighted Average Amortization Period | 5 years | 5 years | |
Gross Value | $ 1,640 | $ 1,640 | |
Accumulated Amortization | (1,385) | (1,303) | |
Intangible Assets, net | $ 255 | $ 337 | |
Developed technology | |||
Intangible Assets | |||
Weighted Average Amortization Period | 6 years 2 months 12 days | 6 years 2 months 12 days | |
Gross Value | $ 14,720 | $ 14,720 | |
Accumulated Amortization | (12,999) | (12,580) | |
Intangible Assets, net | $ 1,721 | $ 2,140 | |
Domain name | |||
Intangible Assets | |||
Weighted Average Amortization Period | 10 years | 10 years | |
Gross Value | $ 59 | $ 59 | |
Accumulated Amortization | (34) | (33) | |
Intangible Assets, net | $ 25 | $ 26 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Estimated amortization expense | ||
2023 (April 1 - December 31) | $ 4,283 | |
2024 | 4,684 | |
2025 | 4,466 | |
2026 | 4,338 | |
2027 | 4,271 | |
2028 | 3,681 | |
Thereafter | 11,004 | |
Total estimated amortization expense | $ 36,727 | $ 38,326 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Liabilities | ||
Employee related expenses | $ 9,851 | $ 10,780 |
Contract liability | 2,576 | 3,309 |
Customer deposits | 904 | 904 |
Client funds obligations | 6,240 | 12,372 |
Interest | 711 | 2,133 |
Vendor financing arrangements | 627 | 568 |
Professional fees and contract labor | 1,194 | 751 |
Consideration payable to customer | 22,047 | 20,311 |
Income and non-income taxes payable | 100 | 8 |
Other expenses | 5,469 | 4,609 |
Total accrued expenses and other liabilities | $ 49,719 | $ 55,745 |
Line of Credit and Long-Term _3
Line of Credit and Long-Term Debt - Line of Credit (Details) - 2020 Credit Facility - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 01, 2022 | Dec. 18, 2020 | Mar. 31, 2022 | |
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 | ||
Deferred financing costs, gross | $ 1,534 | ||
Amortization of deferred financing costs to interest expense | $ 137 | ||
Interest expense | $ 460 | ||
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 | 3 Months Ended | |||
Feb. 12, 2019 USD ($) D $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lines of Credit and Long-Term Debt | ||||
Additional paid-in capital | $ (356,901) | $ (354,214) | ||
Deferred tax liability, net | (1,492) | (1,380) | ||
Accumulated deficit | (423,755) | (407,857) | ||
Accrued interest payable | 711 | 2,133 | ||
Cash paid for interest | 2,844 | $ 3,269 | ||
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 | |||
Debt issuance costs | $ 9,372 | |||
Effective interest rate (as a percent) | 2.20% | |||
Interest expense | $ 1,760 | 1,753 | ||
Paid or accrued interest | 1,422 | 1,422 | ||
Non-cash accretion of discounts | 338 | $ 331 | ||
Accrued interest payable | 711 | |||
Long term debt, net | $ 320,972 | $ 320,634 | ||
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% |
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 | 3 Months Ended | |
Feb. 12, 2019 | Mar. 31, 2023 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
2026 Notes, Convertible Senior Subordinated Notes | ||
Long-Term Debt | ||
Unamortized discount, including debt issuance costs, on convertible senior subordinated notes | $ (4,028) | $ (4,366) |
Total long-term debt, net | 320,972 | 320,634 |
Convertible senior subordinated notes - excluding related party | ||
Long-Term Debt | ||
Convertible senior subordinated notes | 235,272 | 235,272 |
Convertible senior subordinated notes - related party | ||
Long-Term Debt | ||
Convertible senior subordinated notes | $ 89,728 | $ 89,728 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Taxes | ||
Income tax expense | $ 105 | $ 216 |
Effective tax rate (as a percent) | (1.50%) | (1.10%) |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plans (Details) - 2016 Plan - shares | 1 Months Ended | ||
Mar. 10, 2023 | Sep. 30, 2016 | Mar. 31, 2023 | |
Stock-Based Compensation | |||
Automatic increase on share reserve (as a percent) | 5% | ||
Additional shares authorized | 1,356,454 | ||
Available for future grant (in shares) | 3,092,240 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Weighted average grant date fair value | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,468 | $ 8,609 |
Restricted stock | ||
Number of shares | ||
Outstanding at beginning of period (in shares) | 2,193,444 | |
Granted (in shares) | 25,167 | |
Vested (in shares) | (465,824) | |
Forfeited (in shares) | (232,208) | |
Outstanding at end of period (in shares) | 1,520,579 | |
Weighted average grant date fair value | ||
Outstanding at beginning of period (in dollars per share) | $ 18.33 | |
Granted (in dollars per share) | 5.16 | |
Vested (in dollars per share) | 28.83 | |
Forfeited (in dollars per share) | 32.28 | |
Outstanding at end of period (in dollars per share) | $ 12.77 | |
Restricted stock | Minimum | ||
Stock-Based Compensation | ||
Vesting period | 1 year | |
Restricted stock | Maximum | ||
Stock-Based Compensation | ||
Vesting period | 4 years | |
Restricted stock awards, excluding performance-based restricted stock awards | ||
Weighted average grant date fair value | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,200 | $ 7,269 |
Unrecognized compensation expense (in dollars) | $ 16,285 | |
Weighted average period expected to be recognized | 2 years 1 month 6 days |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Weighted average grant date fair value | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,468 | $ 8,609 |
Restricted stock units | ||
Number of shares | ||
Outstanding at beginning of period (in shares) | 109,453 | |
Granted (in shares) | 2,400 | |
Outstanding at end of period (in shares) | 111,853 | |
Weighted average grant date fair value | ||
Outstanding at beginning of period (in dollars per share) | $ 6.71 | |
Granted (in dollars per share) | 5.57 | |
Outstanding at end of period (in dollars per share) | $ 6.69 | |
Awards vested but not yet issued (in shares) | 7,584 | |
Stock-based compensation expense, including discontinued operations (in dollars) | $ 57 | $ 118 |
Unrecognized compensation expense (in dollars) | $ 274 | |
Weighted average period expected to be recognized | 3 years 3 months 18 days | |
Restricted stock units | Minimum | ||
Stock-Based Compensation | ||
Vesting period | 1 year | |
Restricted stock units | Maximum | ||
Stock-Based Compensation | ||
Vesting period | 4 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Aug. 22, 2022 | Apr. 27, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,468 | $ 8,609 | ||
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 | |||
Expirations (in shares) | 14,650 | |||
Number of target shares | 30,900 | |||
Maximum number of achievable performance stock units | 61,800 | |||
Unrecognized compensation expense (in dollars) | $ 2,727 | |||
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% | |||
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) | $ 160 | |||
Number of target shares | 350,000 | |||
Maximum number of achievable performance stock units | 700,000 | |||
Unrecognized compensation expense (in dollars) | $ 1,139 | |||
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,468 | $ 8,609 |
Other stock awards | ||
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 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 1,177,805 | |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | (71,562) | |
Forfeited (in shares) | (124,767) | |
Outstanding at end of the period (in shares) | 981,476 | |
Options vested and expected to vest at end of the period (in shares) | 981,476 | |
Exercisable at end of period (in shares) | 980,475 | |
Weighted average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 28.39 | |
Exercised (in dollars per share) | 3.11 | |
Forfeited (in dollars per share) | 20.97 | |
Outstanding at end of period (in dollars per share) | 31.17 | |
Options vested and expected to vest at end of period (in dollars per share) | 31.17 | |
Exercisable at end of period (in dollars per share) | $ 31.15 | |
Weighted average remaining contractual term | ||
Outstanding | 3 years 9 months 18 days | |
Options vested and expected to vest at of the period | 3 years 9 months 18 days | |
Exercisable | 3 years 9 months 18 days | |
Aggregate intrinsic value | ||
Outstanding (in dollars) | $ 171 | |
Options vested and expected to vest at end of period (in dollars) | 171 | |
Exercisable (in dollars) | 171 | |
Additional disclosures | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 2,468 | $ 8,609 |
Intrinsic value of options exercised (in dollars) | 150 | 106 |
Proceeds from stock options exercised (in dollars) | $ 219 | 60 |
Shares delivered for taxes owed (in shares) | 125,088 | |
Shares delivered for taxes owed, fair value (in dollars) | $ 622 | |
Stock options | ||
Additional disclosures | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 51 | $ 1,130 |
Unrecognized compensation cost (in dollars) | $ 22 | |
Weighted average period expected to be recognized | 6 months |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 2,468 | $ 8,609 |
Cost of revenue | Medication | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 112 | 224 |
Cost of revenue | Technology-enabled solutions | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 367 | 901 |
Research and development | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 201 | 1,519 |
Sales and marketing | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 86 | 258 |
General and administrative | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | 1,664 | 4,801 |
Discontinued operations | ||
Stock-based compensation expense | ||
Stock-based compensation expense, including discontinued operations (in dollars) | $ 38 | $ 906 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | Mar. 31, 2023 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 | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 02, 2023 | Dec. 31, 2022 | Aug. 01, 2022 | |
Fair Value Measurements | ||||
Contingent consideration receivable - current | $ 900 | |||
Contingent consideration receivable - long-term | 2,550 | $ 3,350 | ||
Decrease in fair value of contingent consideration receivable | 400 | |||
PrescribeWellness business | Discontinued Operations, Disposed of by Sale | ||||
Fair Value Measurements | ||||
Contingent consideration receivable - current | 800 | |||
Contingent consideration receivable | 3,350 | $ 7,000 | ||
SinfoniaRx business | Discontinued Operations, Disposed of by Sale | ||||
Fair Value Measurements | ||||
Decrease in fair value of contingent consideration receivable | 400 | |||
Contingent consideration receivable | 100 | $ 500 | ||
Fair value on a recurring basis | ||||
Fair Value Measurements | ||||
Contingent consideration receivable - current | 900 | |||
Contingent consideration receivable - long-term | 2,550 | |||
Total assets | 60,639 | |||
Fair value on a recurring basis | Money market funds | ||||
Fair Value Measurements | ||||
Cash and cash equivalents | 57,189 | |||
Fair value on a recurring basis | Level 1 | ||||
Fair Value Measurements | ||||
Total assets | 57,189 | |||
Fair value on a recurring basis | Level 1 | Money market funds | ||||
Fair Value Measurements | ||||
Cash and cash equivalents | 57,189 | |||
Fair value on a recurring basis | Level 3 | ||||
Fair Value Measurements | ||||
Contingent consideration receivable - current | 900 | |||
Contingent consideration receivable - long-term | 2,550 | |||
Total assets | $ 3,450 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent consideration receivable (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Changes in fair value of contingent consideration receivable | |
Balance at beginning of period | $ 3,350 |
Fair value of SinfonaRx contingent consideration receivable | 500 |
Adjustments to fair value measurement | $ (400) |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain (Loss) Change In Fair Value Of Contingent Consideration Receivable |
Balance at end of period | $ 3,450 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - 2026 Notes, Convertible Senior Subordinated Notes - USD ($) $ in Thousands | Mar. 31, 2023 | 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 | 320,972 | |
Fair Value | ||
Fair Value Measurements | ||
Debt instrument | $ 265,967 |
Commitments and Contingencies -
Commitments and Contingencies - Vendor Purchase Agreements (Details) - USD ($) $ in Thousands | Mar. 29, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | 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 | $ 2,081 | $ 4,608 | ||||
Cloud hosting and support services provider under October 2021 agreement | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 7,050 | |||||
Remaining commitment | 2,860 | |||||
Cloud hosting and support services provider under June 2021 agreement | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 1,272 | |||||
Remaining commitment | 473 | |||||
Enterprise support and information technology services provider | ||||||
Purchase Agreements | ||||||
Minimum purchase obligation | $ 8,960 | |||||
Remaining commitment | $ 4,668 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | |||
Sep. 13, 2022 USD ($) individual | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transactions | ||||
Convertible senior subordinated notes | $ 88,615 | $ 88,522 | ||
Significant shareholder | ||||
Related Party Transactions | ||||
Convertible senior subordinated notes | 88,615 | 88,522 | ||
Pharmacy services and PACE solutions services | Customer whose CEO serves on board of directors | ||||
Related Party Transactions | ||||
Revenue from related party | 1,876 | $ 1,759 | ||
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 | 197 | $ 145 | ||
Separation Agreements | Retired named executive officers | ||||
Related Party Transactions | ||||
Number of former executive officers under the agreements | individual | 2 | |||
General and administrative expenses | $ 9,927 | |||
Amount due to related party | $ 1,031 |
Rights Plan (Details)
Rights Plan (Details) | Jul. 25, 2022 $ / shares shares | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / 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 |