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Document and Entity Information - $ / shares	9 Months Ended
Document and Entity Information - $ / shares	Sep. 30, 2019	Nov. 29, 2019
Document and Entity Information [Abstract]
Entity Central Index Key	0001551306
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-39100
Entity Registrant Name	Progyny, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2220139
Entity Address, Address Line One	245 5th Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	888-3124
Title of 12(b) Security	Common Stock,$0.0001 par value per share
Trading Symbol	PGNY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		84,046,372
Entity Listing, Par Value Per Share	$ 0.0001
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 7,664	$ 127
Accounts receivable, net of $7,582 and $3,486 of allowances at September 30, 2019 and December 31, 2018, respectively	44,337	23,325
Prepaid expenses and other current assets	1,337	885
Assets of discontinued operations, current		200
Total current assets	53,338	24,537
Property and equipment, net	973	776
Goodwill	11,880	11,880
Intangible assets, net	2,746	3,859
Other assets	3,614	272
Total assets	72,551	41,324
Current liabilities:
Accounts payable	23,485	15,578
Accrued expenses and other current liabilities	17,071	9,782
Convertible preferred stock warrant liabilities	17,008	4,589
Short term debt		253
Total current liabilities	57,564	30,202
Total liabilities	57,564	30,202
Commitments and Contingencies (Note 8)
Convertible preferred stock, $0.0001 par value; 314,930,070 shares authorized as of September 30, 2019 and December 31, 2018 ; 65,428,088 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively; aggregate liquidation preference of $106,369 as of September 30, 2019 and December 31, 2018, respectively	106,237	106,237
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value; 443,500,000 shares authorized at September 30, 2019 and 441,000,000 at December 31, 2018; 10,046,705 and 5,155,407 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	1	1
Additional paid-in capital	18,838	10,622
Treasury stock, at cost , $0.0001 par value; 615,980 shares outstanding at September 30, 2019 and 589,320 at December 31, 2018	(1,008)	(884)
Accumulated deficit	(109,081)	(104,854)
Total stockholders’ deficit	(91,250)	(95,115)
Total liabilities, convertible preferred stock, and stockholders’ deficit	$ 72,551	$ 41,324

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Allowances for accounts receivable
Allowances for accounts receivable	$ 7,582	$ 3,486
Convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	314,930,070	314,930,070
Convertible preferred stock, shares issued (in shares)	65,428,088	65,428,088
Convertible preferred stock, shares outstanding (in shares)	65,428,088	65,428,088
Convertible preferred stock, aggregate liquidation preference	$ 106,369	$ 106,369
Common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	443,500,000	441,000,000
Common stock, shares issued (in shares)	10,046,705	5,155,407
Common stock, shares outstanding (in shares)	10,046,705	5,155,407
Treasury stock
Treasury stock, shares outstanding (in shares)	615,980	589,320

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 61,196	$ 27,798	$ 164,561	$ 76,213
Revenue, type	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember
Cost of services	$ 48,876	$ 22,751	$ 130,825	$ 62,194
Cost of services, type	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember
Gross profit	$ 12,320	$ 5,047	$ 33,736	$ 14,019
Operating expenses:
Sales and marketing	3,183	1,648	8,646	5,142
General and administrative	6,068	3,986	16,557	11,626
Total operating expenses	9,251	5,634	25,203	16,768
Income (loss) from continuing operations	3,069	(587)	8,533	(2,749)
Other expense:
Interest expense, net	(28)	(27)	(194)	(459)
Convertible preferred stock warrant valuation adjustment	(11,226)	(918)	(12,419)	(1,561)
Total other expense, net	(11,254)	(945)	(12,613)	(2,020)
Loss from continuing operations, before tax	(8,185)	(1,532)	(4,080)	(4,769)
Benefit (provision) for income taxes	(25)	395	(89)	1,230
Net loss from continuing operations	(8,210)	(1,137)	(4,169)	(3,539)
Net income from discontinued operations, net of taxes		1		5,725
Net loss	(8,210)	(1,136)	(4,169)	2,186
Comprehensive (loss) income	(8,210)	(1,136)	(4,169)	2,186
Net loss attributable to common stockholders	$ (8,210)	$ (1,137)	$ (4,169)	$ (3,962)
Basic and Diluted
Continuing operations (in dollars per share)	$ (1.10)	$ (0.20)	$ (0.70)	$ (0.70)
Discontinued operations (in dollars per share)				1.02
Total net (loss) earnings per share attributable to common stockholders basic and diluted	$ (1.10)	$ (0.20)	$ (0.70)	$ 0.32
Weighted-average shares used in computing net (loss) earnings per share:
Basic and Diluted (in shares)	7,472,469	5,627,656	5,947,821	5,669,913

Condensed Consolidated Statements of Changes in Convertible Preferred Stock $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($) shares
Increase (Decrease) in Convertible Preferred Stock
Balance at beginning of period \| $	$ 108,312
Balance at beginning of period (in shares) \| shares	66,630,284
Repurchase of Preferred Stock \| $	$ (2,075)
Repurchase of Preferred Stock (in shares) \| shares	(1,202,196)
Balance at end of period \| $	$ 106,237
Balance at end of period (in shares) \| shares	65,428,088

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Treasury Stock	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2017	$ 1	$ 6,933		$ (104,556)	$ (97,622)
Balance at beginning of period (in shares) at Dec. 31, 2017	5,690,083
Increase (Decrease) in Stockholders’ Equity
Repurchase of Preferred Stock				(425)	(425)
Repurchase of Common Stock			$ (884)	(321)	(1,205)
Repurchase of Common Stock (in shares)	(589,320)
Non-cash contribution		414			414
Stock option exercise		46			46
Options exercised (in shares)	34,018
Impact of adoption of 2016- 09		213		(213)
Stock-based compensation		2,304			2,304
Net income (loss)				2,186	2,186
Balance at end of period at Sep. 30, 2018	$ 1	9,910	(884)	(103,329)	(94,302)
Balance at end of period (in shares) at Sep. 30, 2018	5,134,781
Balance at beginning of period at Jun. 30, 2018	$ 1	9,075		(101,872)	(92,796)
Balance at beginning of period (in shares) at Jun. 30, 2018	5,694,895
Increase (Decrease) in Stockholders’ Equity
Repurchase of Common Stock			(884)	(321)	(1,205)
Repurchase of Common Stock (in shares)	(589,321)
Stock option exercise		39			39
Options exercised (in shares)	29,207
Stock-based compensation		796			796
Net income (loss)				(1,136)	(1,136)
Balance at end of period at Sep. 30, 2018	$ 1	9,910	(884)	(103,329)	(94,302)
Balance at end of period (in shares) at Sep. 30, 2018	5,134,781
Balance at beginning of period at Dec. 31, 2018	$ 1	10,622	(884)	(104,854)	$ (95,115)
Balance at beginning of period (in shares) at Dec. 31, 2018	5,155,407				5,155,407
Increase (Decrease) in Stockholders’ Equity
Repurchase of Common Stock			(124)	(58)	$ (182)
Repurchase of Common Stock (in shares)	(26,659)
Stock option exercise		5,007			$ 5,007
Options exercised (in shares)	4,917,957				4,917,057
Stock-based compensation		3,209			$ 3,209
Net income (loss)				(4,169)	(4,169)
Balance at end of period at Sep. 30, 2019	$ 1	18,838	(1,008)	(109,081)	$ (91,250)
Balance at end of period (in shares) at Sep. 30, 2019	10,046,705				10,046,705
Balance at beginning of period at Jun. 30, 2019	$ 1	12,182	(884)	(100,813)	$ (89,514)
Balance at beginning of period (in shares) at Jun. 30, 2019	5,187,474
Increase (Decrease) in Stockholders’ Equity
Repurchase of Common Stock			(124)	(58)	(182)
Repurchase of Common Stock (in shares)	(26,659)
Stock option exercise		4,976			4,976
Options exercised (in shares)	4,885,890
Stock-based compensation		1,680			1,680
Net income (loss)				(8,210)	(8,210)
Balance at end of period at Sep. 30, 2019	$ 1	$ 18,838	$ (1,008)	$ (109,081)	$ (91,250)
Balance at end of period (in shares) at Sep. 30, 2019	10,046,705				10,046,705

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
OPERATING ACTIVITIES
Net (loss) income			$ (4,169)	$ 2,186
Less: Income from discontinued operations, net of income tax		$ (1)		(5,725)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Deferred tax expense (benefit)			89	(1,230)
Loss on debt extinguishment				88
Depreciation and amortization			1,594	1,395
Stock-based compensation expense			3,209	2,304
Bad debt expense			1,332	775
Loss on disposal of property and equipment			1
Accretion of debt discount and debt issuance costs				75
Change in fair value of warrant liabilities	$ 11,226	918	12,419	1,561
Changes in operating assets and liabilities:
Accounts receivable			(22,344)	(15,340)
Prepaid expenses and current other assets			(452)	(322)
Other assets			(667)	89
Accounts payable			6,824	7,892
Accrued expenses and other current liabilities			6,119	4,428
Net cash provided by (used in) continuing operations			3,955	(1,824)
Net cash provided by (used in) operating activities			3,955	(1,824)
INVESTING ACTIVITIES
Purchase of property and equipment, net			(678)	(401)
Net cash provided by (used in) continuing operations			(678)	(401)
Net cash provided by (used in) discontinued operations			200	2,428
Net cash provided by (used in) investing activities			(478)	2,027
FINANCING ACTIVITIES
Payment of deferred initial public offering costs			(512)
Repayment of term loan				(5,351)
Proceeds from revolving line of credit			157,850	35,003
Repayments made against revolving line of credit			(158,103)	(30,715)
Repurchase of convertible preferred stock				(2,500)
Repurchase of common stock			(182)	(1,205)
Exercise of stock options			5,007	46
Net cash provided by (used in) continuing operations			4,060	(4,722)
Net cash provided by (used in) financing activities			4,060	(4,722)
Net increase (decrease) in cash and cash equivalents			7,537	(4,519)
Cash and cash equivalents, beginning of year			127	4,691	$ 4,691
Cash and cash equivalents, end of year	$ 7,664	$ 172	7,664	172	$ 127
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest			176	450
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Non-cash settlement of liability				414
Non-cash liability forgiveness related to divestiture				$ 4,869
Non-cash deferred initial public offering costs in accounts payable and accrued liabilities			$ 2,308

Business and Basis of Presentation	9 Months Ended
Business and Basis of Presentation	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Basis of Presentation	1. Business and Basis of Presentation Description of Business Progyny, Inc. (referred to as “Progyny” or the “Company”) was incorporated in the state of Delaware on April 3, 2008, and maintains its corporate headquarters in New York, NY. Prior to its 2015 acquisition of Fertility Authority, LLC, the Company was exclusively a medical device company in the field of reproductive medicine, translating scientific discoveries related to early embryo development into clinical tools. The Company’s product, the Early Embryo Viability Assessment Test (“Eeva”), was designed to assist clinicians and patients in assessing the likelihood of certain in vitro fertilization (“IVF”) outcomes. With the acquisition of Fertility Authority, LLC in March 2015, the Company established and operated as two segments (i) the medical device business and (ii) the fertility benefits solution. In January 2018, the Company executed an agreement with a related party to sell the Eeva business, representing all of the medical device segment. Subsequent to the sale of the Eeva business, Progyny is a provider of a fertility benefits solution and pharmacy benefits solution and operates and manages in one operating segment. The fertility benefits solution consists of a significant service that integrates: (1) the treatment services (“Smart Cycles”) that the Company has designed, (2) access to the Progyny network of high-quality fertility specialists that perform the Smart Cycle treatments and (3) active management of the selective network of high-quality provider clinics, real-time member eligibility and treatment authorization, member-facing digital tools and detailed quarterly reporting supported by the Company’s dedicated account management teams, and end to end comprehensive concierge member support provided by Progyny’s in-house staff of Patient Care Advocates (“PCAs”) (collectively, the “care management services”). The Company enhanced its fertility benefits solution with the launch of Progyny Rx, its pharmacy benefits solution, effective January 1, 2018. As part of this solution, the Company provides formulary plan design, simplified authorization, assistance with prescription fulfillment, and timely delivery of the medications by the Company’s network of specialty pharmacies, as well as medication administration training, pharmacy support services, and continuing PCA support. As a pharmacy benefits solution provider, Progyny manages the dispensing of pharmaceuticals through the Company’s specialty pharmacy contracts. The pharmacy benefits solution is only available as an add-on service to its fertility benefits solution. Initial Public Offering On October 29, 2019, the Company completed its initial public offering (“IPO”) in which it issued and sold 6,700,000 shares of its common stock at a public offering price of $13.00 per share. As part of the IPO, certain selling stockholders offered and sold an additional 4,800,000 shares (including 1,500,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option), at an equivalent public offering price of $13.00 per share. The Company received net proceeds of approximately $77.7 million from the IPO, after deducting underwriters’ discounts and commissions of $5.9 million and offering costs of $3.5 million. Deferred offering costs are capitalized and consist of fees and expenses incurred in connection with the sale of common stock in the IPO, including legal, accounting, printing and other IPO-related costs. Upon completion of the IPO, these deferred offering costs were reclassified to stockholders’ equity and offset against the proceeds from the offering on the balance sheet. Immediately prior to the completion of the IPO, all shares of convertible preferred stock then outstanding were converted into 65,428,088 shares of common stock on a one-to-one basis, $106.2 million of convertible preferred stock was reclassified to additional paid-in-capital and $7,000 of convertible preferred stock was reclassified to common stock on the Company’s balance sheet. As of September 30, 2019, $2.7 million of deferred offering costs were recorded as other assets on the consolidated balance sheet. There were no deferred offering costs capitalized as of December 31, 2018. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company will remain an emerging growth company until the earliest of (1) December 31, 2024; (2) the last day of the Company’s first fiscal year in which the Company has total annual gross revenue of at least $1.07 billion; (3) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the Company’s first fiscal year in which the market value of the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th. Basis of Presentation Certain information and note disclosures included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the final prospectus for our IPO filed with the SEC on October 25, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-233965). The condensed consolidated financial statements and accompanying notes include the accounts of Company and its wholly owned subsidiary, Fertility Authority LLC. Effective June 2018, the Company legally dissolved the Fertility Authority LLC legal entity. All intercompany balances and transactions have been eliminated. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim condensed consolidated balance sheets as of September 30, 2019, the interim condensed consolidated statements of operations and comprehensive income (loss) and the interim condensed consolidated statements of convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of September 30, 2019, the results of our operations for the three and nine months ended September 30, 2019 and 2018 and the results of our cash flows for the nine months ended September 30, 2019 and 2018. The financial data and other financial information disclosure in the notes to these interim condensed consolidated financial statements related to the three and nine months periods are also unaudited. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results expected for the year ending December 31, 2019 or any other future period. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include accrued receivables, accrued claims payable, allowance for doubtful accounts, accrued rebates, convertible preferred stock warrant liabilities and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reverse Stock Split On October 14, 2019, Progyny’s stockholders approved and the Company effected a one-for-4.5454 reverse stock split of its common and convertible preferred stock. The par value of the common stock and convertible preferred stock was not adjusted as a result of the reverse stock split. Accordingly, the consolidated financial statements and notes retroactively reflect Progyny’s capital structure after giving effect to the reverse stock split.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to clients in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five-step model to recognize revenue from contracts with clients:

Identification of the contract, or contracts, with a client

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, a performance obligation is satisfied

Progyny’s contracts typically have a stated term of three years and include contractual termination options after the first year, allowing the client to terminate the contract with 30 to 90 days’ notice.

Fertility Benefits Revenue

Progyny primarily generates revenue through its fertility benefits solution, in which Progyny provides self-insured enterprise entities (‘‘clients’’) and their employees and partners (together, ‘‘members’’) with fertility benefits. As part of the fertility benefits solution, Progyny provides access to effective and cost-efficient fertility treatments, referred to as Smart Cycles, as well as other related services. Smart Cycles are proprietary treatment bundles that include certain medical services available to members through Progyny’s proprietary, credentialed network of provider clinics. In addition to access to Progyny’s Smart Cycle treatment bundles and access to Progyny’s network of provider clinics, the fertility benefits solution includes other comprehensive services, which Progyny refers to as care management services, such as active management of the provider clinic network, real-time member eligibility and treatment authorization, member-facing digital tools throughout the Smart Cycle and detailed quarterly reporting all supported by client facing account management and end-to-end comprehensive member support provided by Progyny’s in house staff of PCAs.

The promises within Progyny’s fertility benefits contract with a client represent a single performance obligation because Progyny provides a significant service of integrating the Progyny designed Smart Cycles and access to the fertility treatment services provided by provider clinics with the other comprehensive services into the combined fertility benefits solution that the client contracted to receive. Progyny’s fertility benefits solution is a stand-ready obligation that is satisfied over the contract term.

Progyny’s contracts include the following sources of consideration, which are all variable: a per employee per month (‘‘PEPM’’) administration fee (in most, but not all contracts) and a fixed rate per Smart Cycle. The PEPM administration fee is allocated between the fertility benefits solution and the pharmacy benefits solution based on standalone selling price, estimated using an expected cost-plus margin method. The Company allocates the variable consideration related to the fixed rate per Smart Cycle to the distinct period during which the related services were performed as those fees relate specifically to the Company’s efforts to provide its fertility benefits solution to its clients in the period and represents the consideration the Company is entitled to for the fertility benefit services provided. As a result, the fixed rate per Smart Cycle is included in the transaction price and recognized in the period in which the Smart Cycle is provided to the member.

Progyny’s contracts also include potential service level agreement refunds related to outcome-based service metrics. These service level refunds, which are determined based on results of a full plan year, if met, are based on a percentage of the PEPM fee paid by clients. The Company estimates the variable consideration related to the total PEPM administration fee, less estimated refunds related to service level agreements, and recognizes the amounts allocated to the fertility benefits solution ratably over the contract term. Progyny’s estimate of service level agreement refunds, have not historically resulted in significant adjustments to the transaction price.

Clients are invoiced on a monthly basis for the PEPM administration fee. Progyny invoices its clients and members for their respective portions of the fixed rate per Smart Cycle bundle when all treatment services within a Smart Cycle are completed by the provider clinic. Once an invoice is issued, payment terms are typically between 30 to 60 days.

The Company assesses whether it is the principal or the agent for each arrangement with a client, since fertility treatment services are provided by a third party—the provider clinics. The Company is the principal in its arrangements with clients and therefore presents revenue gross of the amounts paid to the provider clinics because Progyny controls the specified service (the fertility benefits solution) before it is transferred to the client. Progyny integrates the fertility treatment services provided by the provider clinics into the overall fertility benefits solution that the client contracted to receive. In addition, Progyny defines the scope of the potential services to be performed by the provider clinics and monitors the performance of the provider clinics. Furthermore, Progyny is primarily responsible for fulfilling the promise to the client and has discretion in setting the pricing, as Progyny separately negotiates agreements with the provider clinics, which establish pricing for each treatment service. Pricing of services from provider clinics is independent from the fees charged to clients.

Pharmacy Benefits Revenue

For clients that have the fertility benefits solution, Progyny offers, as an add-on, its pharmacy benefits solution, which is a separate, fully integrated pharmacy benefit. As part of the pharmacy benefits solution, Progyny provides care management services, which include Progyny’s formulary plan design, prescription fulfillment, simplified authorization and timely delivery of the medications used during treatment through Progyny’s network of specialty pharmacies, and clinical services consisting of member assessments, UnPack It calls, telephone support, online education, medication administration training, pharmacy support services and continuing PCA support.

The pharmacy-related promises represent a single performance obligation because Progyny provides a significant service of integrating the formulary plan design, prescription fulfillment, clinical services and PCA support into the combined pharmacy benefits solution that the client contracted to receive. The pharmacy benefits solution is a stand-ready obligation that is satisfied over the contract term.

Progyny’s contracts include the following sources of consideration, all of which are variable: a PEPM administration fee (in most, but not all contracts) and a fixed fee per fertility drug. As described above, the PEPM administration fee, less estimated refunds related to service level agreements, is allocated to the pharmacy benefits solution and recognized ratably over the contract term. The Company allocates the variable consideration related to the fixed fee per fertility drug to the distinct period during which the related services were performed, as those fees relate specifically to the Company’s efforts to provide its pharmacy benefits solution to clients in the period and represents the consideration the Company is entitled to for the pharmacy benefit services provided. As a result, the fixed fee per fertility drug is included in the transaction price and recognized in the period in which the Company is entitled to consideration from a client, which is when a prescription is filled and delivered to the members.

As stated above, clients are invoiced on a monthly basis for the PEPM administration fee. Progyny invoices the client and the member for their respective portions of the fixed fee per fertility drug, when the prescription services are completed by the specialty pharmacy. Once an invoice is issued, payment terms are typically between 30 to 60 days.

The Company assesses whether it is the principal or the agent for each arrangement with a client, as prescription fulfillment and clinical services are provided by a third party—the specialty pharmacies. The Company is the principal in its arrangements with clients, and therefore presents revenue gross of the amounts paid to the specialty pharmacies. Progyny controls the specified service (the pharmacy benefits solution) before it is transferred to the client. Progyny integrates the prescription fulfillment and clinical services provided by the pharmacies and PCAs into the overall pharmacy benefits solution that the client contracted to receive. In addition, Progyny defines the scope of the potential services to be performed by the specialty pharmacies and monitors the performance of the specialty pharmacies. Furthermore, Progyny is primarily responsible for fulfilling the promise to the client and has discretion in setting the pricing, as Progyny separately negotiates agreements with pharmacies, which establish pricing for each drug. Pricing of fertility drugs is independent from the fees charged to clients.

The Company does not disclose the transaction price allocated to remaining performance obligations because all of the transaction price is variable and is allocated to the distinct periods to which the services relate, as discussed above. The remaining contract term is typically less than one year, due to the client’s contractual termination options.

Accrued Receivable and Accrued Claims Payable

Accrued receivables are estimated based on historical experience for those fertility benefit services provided but for which a claim has not been received from the provider clinic. At the same time, cost of services and accrued claims payables are estimated based on the amount to be paid to the provider clinic and historical gross margin achieved on fertility benefit services. Estimates are adjusted to actual at the time of billing. Adjustments to original estimates have not been material.

As of September 30, 2019, accrued receivables and accrued claims payables were $17.3 million and $11.6 million, respectively as compared to $9.5 million and $6.7 million, respectively as of December 31, 2018. Accrued receivables are included within accounts receivable in the consolidated balance sheet. Accrued claims payable are included within accrued expenses and other current liabilities in the consolidated balance sheet. Claims payable are paid within 30 days based on contractual terms.

As of September 30, 2019 and December 31, 2018, unbilled receivables, which represent claims received and approved but unbilled at the end of the reporting period, were $9.2 million and $3.6 million, respectively. Unbilled receivables are typically billed to clients within 30 days of the approved claim based on the contractual billing schedule agreed upon with the client. Unbilled receivables are included in accounts receivable in the consolidated balance sheet.

Accounts Receivable and Allowance for Doubtful Accounts

The accounts receivable balance primarily includes amounts due from clients and members. Accounts receivable also includes certain accrued receivables for fertility benefits claims from provider clinics at the end of each period for services provided that have not yet been received. The Company estimates an allowance for changes and cancellations of services based upon historical experience and estimates member uncollectible amounts based upon historical bad debts, current member receivable balances and the age of member receivable balances.


		Nine Months Ended September 30, 2019 and Year Ended December 31, 2018

September 30, 2019	Balance at Beginning of Period		Charged to Revenue		Charged to Costs and Expenses		Write-offs		Utilization		Balance at End of Period
Allowance for doubtful accounts	$	1,175	$	-	$	1,331	$	-	$	-	$	2,506
Allowance for service changes and cancellations		2,311		6,536		-		-		(3,772)		5,075
		3,486		6,536		1,331		-		(3,772)		7,581

December 31, 2018
Allowance for doubtful accounts	$	590	$	-	$	824	$	(239)	$	-	$	1,175
Allowance for service changes and cancellations		500		3,414		-		-		(1,603)		2,311
		1,090		3,414		824		(239)		(1,603)		3,486

Cost of Services

Fertility Benefit Services

Fertility benefit services costs include: (1) fees paid to provider clinics within our network, labs and anesthesiologists; (2) costs incurred (including salaries, bonuses, benefits, stock-based compensation, other related costs, and an allocation of our general overhead, depreciation and amortization) for those employees associated with our care management service functions: Provider Account Management, PCA and Provider Relations teams; and (3) related information technology support costs. Our contracts with provider clinics are typically for a term of one to two years.

Pharmacy Benefit Services

Pharmacy benefit services costs include: (1) the fees for prescription drugs dispensed and clinical services provided during the reporting period by our specialty pharmacy partners; (2) costs incurred (including salaries, bonuses, benefits, stock-based compensation, other related costs, and an allocation of our general overhead, depreciation and amortization) for those employees associated with our care management service functions: PCA and Provider Relations teams; and (3) related information technology support costs. Contracts with the specialty pharmacies are typically for a term of one year.

In the specialty pharmacy contracts, the contractual fees of prescription drugs sold includes the cost of the prescription drugs purchased and shipped to members by the Company’s specialty mail service dispensing pharmacy, net of any volume-related or other discounts.

Vendor rebates

The Company receives a rebate on formulations purchased and dispensed by the Company’s specialty pharmacy. The Company’s contractual arrangements with pharmaceutical manufacturers provide for the Company to receive a discount (or rebate) from established list prices paid subsequent to dispensing when products are purchased indirectly from a pharmaceutical manufacturer (e.g., through a specialty pharmacy.) These rebates are recognized as a reduction of Cost of services when prescriptions are dispensed and are generally estimated and billed to manufacturers within 15 days of the end of each month. The effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Company’s results of operations.

Concentration of Credit Risk and Off-Balance-Sheet Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consists primarily of cash and cash equivalents and accounts receivable.

The Company invests its cash and cash equivalents with highly rated financial institutions and management believes that the financial risks associated with its cash equivalents are minimal. Substantially all of the Company’s cash is maintained with one financial institution with a high credit standing. From time to time, such deposits may exceed federally insured limits.

The Company regularly reviews the outstanding accounts receivable, including consideration of factors such as the age of the receivable balance. Two customers accounted for 16% and 15% each, or 31% total receivables, as of September 30, 2019. Three customers accounted for 25%, 13% and 10% each, or 48% of total accounts receivables as of December 31, 2018. To manage credit risk related to accounts receivable, the Company evaluates customers’ financial condition and collateral is generally not required.

Net Income (Loss) per Share Attributable to Common Stockholders

Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The Company adjusts its net income (loss) attributable to common stockholders to reflect the impact of deemed dividends recorded for convertible preferred stock during the period.

The Company’s convertible preferred stock was entitled to receive noncumulative dividends, prior and in preference to any declaration or payment of any dividend on common stock and thereafter participate pro rata on an as-converted basis with the common stockholders in any distributions to common stockholders and were therefore considered to be participating securities. As a result, the Company calculated the net income (loss) per share using the two-class method. Accordingly, the net income (loss) attributable to common stockholders is derived from the net income (loss) for the period and, in periods in which the Company has net income attributable to common stockholders, an adjustment is made for the allocations of undistributed earnings to participating securities based on their outstanding stockholder rights. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the convertible preferred stockholders did not have a contractual obligation to share in the Company’s losses.

Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to allocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options, convertible preferred stock, convertible preferred stock warrants, and common stock warrants. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including common stock equivalents. In periods when the Company has incurred a net loss, convertible preferred stock, options to purchase common stock, convertible preferred stock warrants, and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) 2014-09, Revenue from Contracts with Customers (Topic 606), to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance required that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard on January 1, 2019 using the full retrospective approach. The adoption of the new standard had an immaterial impact on the consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, requiring companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The Company prospectively adopted this guidance effective January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (‘‘ASC 718’’): Improvements to Employee Share-Based Payment Accounting, which changes the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The Company adopted this standard on a prospective basis as of January 1, 2018, which resulted in a transition adjustment of $213,000, recorded through Accumulated deficit. The adoption had no other effect on the net deferred tax balances, the consolidated statement of cash flows or otherwise on its consolidated financial statements.

In September 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (‘‘ASC 230’’): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), which changes how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted this guidance effective January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of Step 1 of the goodwill impairment test, which evaluates the extent, if any, by which the carrying value of a reporting unit exceeds its fair value, with any resulting impairment not exceeding the carrying amount of goodwill. The Company early adopted ASU 2017-04 on a prospective basis effective January 1, 2018. The adoption of this guidance did not have a significant effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the definition of a business. The new standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for the Company for fiscal years beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2019, which did not have a significant effect on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under ASC 718. An entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The Company adopted the guidance effective January 1, 2018. The adoption of this guidance did not have a significant effect on the Company’s consolidated financial statements.

In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (ASC 740), to conform to SEC Staff Accounting Bulletin No. 118 (“SAB 118”). The standard was issued to allow registrants to record provisional amounts during a measurement period not to extend beyond one year from the enactment date in instances when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (the ‘‘Tax Reform Act’’). The standard was effective upon issuance. The adoption of this guidance did not have a significant effect on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting, which changes the accounting for share-based payment transactions with nonemployees. For private companies the new standard is effective for fiscal years beginning after December 15, 2019, and for interim periods therein. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not have a significant effect on the Company’s consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. On July 17, 2019, the FASB voted to propose a deferral of the effective date of the standard to fiscal years beginning after December 15, 2020. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

In August 2018, the FASB issued final guidance requiring a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in (ASC 350-402) Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40) to determine which implementation costs to capitalize as assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments is permitted, including adoption in any interim period, for all entities and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently reviewing its cloud computing arrangements to evaluate the impact of adoption of the final guidance but does not expect that the pending adoption of this ASU will have a material effect on its consolidated financial statements.

Revenue

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

Disaggregated revenue

The following table disaggregates revenue by service (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

Fertility benefit services revenue	$	50,024	$	26,389	$	136,085	$	72,004
Pharmacy benefit services revenue		11,172		1,409		28,476		4,209
Total revenue	$	61,196	$	27,798	$	164,561	$	76,213

Concentration of Major Clients

For the nine months ended September 30, 2019 and 2018, each of our largest four clients represented 10% or more of our total revenue. One of our clients accounted for 16% and 24%, respectively. Another client accounted for 10% and 15%, respectively. A third client accounted for less than 10% and 10%, respectively. Lastly, a fourth client accounted for 12% for the nine months ended September 30, 2019.

There are no material contract asset or contract liability balances as of September 30, 2019 and December 31, 2018.

Fair Value Measurement

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurement

4. Fair Value Measurement

Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):


	September 30, 2019
	Total		Level 1		Level 2		Level 3
Liabilities:
Convertible preferred stock warrant liability	$	17,008	$	—	$	—	$	17,008
Total	$	17,008	$	—	$	—	$	17,008


	December 31, 2018
	Total		Level 1		Level 2		Level 3
Liabilities:
Convertible preferred stock warrant liability	$	4,589	$	—	$	—	$	4,589
Total	$	4,589	$	—	$	—	$	4,589

The estimated fair values of the convertible preferred stock warrant liabilities (see Note 7) were determined using Level 3, or significant unobservable inputs. Changes to the estimated fair value of the warrants are recorded in other income or other expense in the statements of operations and comprehensive income (loss). The following table provides the changes in the estimated fair value of the convertible preferred stock warrants (in thousands):


	Convertible
	Preferred Stock
	Warrants
Balance as of December 31, 2018	$	4,589
Changes in estimate fair value of warrants		12,419
Balance at September 30, 2019	$	17,008

During the nine months ended September 30, 2019 and the year ended December 31, 2018, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used to value the Level 3 liabilities did not change.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Divestitures

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

5. Divestitures

On January 18, 2018, the Company completed the divestiture of its Eeva business, the primary operations of our previous medical device segment, to a related party, Ares Trading S.A. a subsidiary of Merck Serono, S.A. (“Merck”), a stockholder in the Company. The Eeva business was sold to Merck for $7.9 million, consisting of cash of $3.0 million and the forgiveness of the $4.9 million liability remaining from the previous license agreement for the Eeva product between the two parties. The cash consideration includes $300,000 of deferred consideration, of which the last payment was received by the Company in March 2019.

In accordance with applicable accounting guidance, upon the sale of the Eeva business on January 18, 2018, the Company reflected the Eeva business as discontinued operations in the consolidated financial statements.

Excluding the $200,000 of assets representing deferred consideration, there were no other assets or liabilities associated with the Eeva business as of December 31, 2018.

This transaction had no impact on the condensed consolidated statements of operations and comprehensive income (loss) for the three months and nine ended September 30, 2019. The following is a summary of the operating results of Eeva which have been reflected within income from discontinued operations, net of tax (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

Gain on sale of discontinued operations	$	—	$	1	$	—	$	7,502
Income from discontinued operations, before taxes
Provision for income taxes				—				(1,777)
Net income from discontinued operations, net of taxes	$	—	$	1	$	—	$	5,725

The significant components of the Unaudited Condensed Consolidated Statement of Cash Flows for Eeva are as follows (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019		2018		2019		2018


INVESTING ACTIVITIES
Proceeds from sale of business, net of costs		—		1		200		2,428

Debt	9 Months Ended
Debt	Sep. 30, 2019
Debt Disclosure [Abstract]
Debt	6. Debt The Company’s $8.0 million term loan, entered into in November 2015 (“Term Loan”), carried an interest rate equal to the greater of 7.5% or LIBOR plus 7.3%. The terms contain a prepayment fee of 3.0% of the outstanding principal if repaid after the effective date but on or prior to the first anniversary, 2.0% if repaid after the first anniversary of the effective date but on or prior to the second anniversary, and 1.0% if repaid after the second anniversary of the effective date but prior to the maturity date. Additionally, the terms contained an additional significant final payment representing 8.0% of the original principal. In June 2018, the Company entered into a loan agreement with Silicon Valley Bank for a revolving line of credit up to $15.0 million based upon an advance rate of 80% on “eligible” accounts receivable to fund its working capital and other general corporate needs (“SVB Line of Credit”). Eligible accounts receivable is defined in the loan agreement as accounts billed with aging 90 days or less and excludes accounts receivable due for member copayments, coinsurance, and deductibles. Upon execution of the SVB Line of Credit, the Term Loan was paid off in full including the remaining principal balance of $2.9 million, final balloon payment of $640,000 and the 1.0% early payment penalty fee of $15,000. The repayment of the Term Loan was treated as a debt extinguishment and the Company recognized the remaining unamortized debt discount of $88,000 as a loss on debt extinguishment in Other expense, net for the year ended December 31, 2018. The Company is required to pay a revolving line commitment fee of $225,000 in three equal annual installments of $75,000 starting on the one-year anniversary of the revolving line. The Company made the first installment payment of $75,000 in June 2019. The SVB Line of Credit matures in June 2021. When the Company holds unrestricted cash balances greater than $5.0 million interest accrues at a floating rate per annum equal to the greater of prime rate or 4.75%. If the unrestricted cash balance is less than $5.0 million interest accrues at a floating rate per annum equal to the greater of prime rate plus 0.5% or 4.75%, with interest payable monthly. The SVB Line of Credit contains customary affirmative covenants, financial covenants, as well as negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness (including guarantees of certain obligations); create liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; maintain collateral; pay dividends or make other payments in respect of capital stock; make acquisitions; make investments, loans and advances; enter into transactions with affiliates; make payments with respect to or modify subordinated debt instruments; and enter into agreements with negative pledge clauses or clauses restricting subsidiary distributions. The financial covenant requires the Company achieve minimum revenue targets established at 75% of the annual financial projections approved by the Board of Directors. The Company was in compliance with all requirements and its covenant of the revolving credit facility as of September 30, 2019 and December 31, 2018. Prior to the repayment of the Term Loan, the Company recorded interest of $0 and $129,000 and accretion of the debt discount of $0 and $75,000 in interest expense for the three and nine months ended September 30, 2018, respectively. As of September 30, 2019 and December 31, 2018, the Company had $0 and $253,000 drawn on the SVB Line of Credit, respectively. The Company recorded interest expense on the SVB Line of Credit of $29,000 and $27,000 in the three months ended September 30, 2019 and 2018, respectively, and $195,000 and $59,000 in the nine months ended September 30, 2019 and 2018, respectively.

Convertible Preferred Stock Warrants

9 Months Ended

Sep. 30, 2019

Warrants and Rights Note Disclosure [Abstract]

Convertible Preferred Stock Warrants

7. Convertible Preferred Stock Warrants

As of September 30, 2019 and December 31, 2018, the Company had issued and outstanding warrants to acquire 2,019,245 shares of Series B convertible preferred stock for $1.73 per share with a fair value of $17.0 million and $4.6 million, respectively that were issued in conjunction with various equity and financing transactions.

The Company recognized the warrants at fair value at the time of issuance and remeasures the warrants at their fair value on a recurring basis thereafter. Given the deemed liquidation provisions of the underlying convertible preferred stock, the convertible preferred stock warrant liabilities are recorded at fair value and are subject to remeasurement at each balance sheet date. The Company calculates the warrants’ fair value as follows:

The Company’s equity value is estimated using the market approach.

The Company’s equity value is then allocated among classes of its capital structure, including Series B convertible preferred shares. The allocation is performed using the Option Pricing Methodology. This method treats securities as options with the Company. The allocation is used to determine the value of Series B convertible preferred shares, as well as the Series B convertible preferred stock warrants. The Company assumes that any exercise of the warrants would be to purchase Series B convertible preferred Shares, and assumes scenarios where the warrants will not be exercised.

No warrants were issued during the three and nine months ended September 30, 2019. The warrants outstanding at September 30, 2019 were valued at approximately $8.42 per share utilizing an option pricing model, time to liquidity of six months, underlying stock volatility of 45% and a risk-free interest rate of 1.8%.

The warrants outstanding at December 31, 2018, were valued at approximately $2.27 per share utilizing an option pricing model, time to liquidity of two years, underlying stock volatility of 43% and a risk-free interest rate of 2.3%.


Rollforward of warrants and fair value	Warrants	Liability
		(in thousands)
Total warrants and liability as of December 31, 2018	2,019,245	$	4,589
Revaluation of remaining warrants			12,419
Total warrants and liability as of September 30, 2019	2,019,245	$	17,008

Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Commitments

In September 2019, the Company entered into a sublease agreement for its corporate offices in New York, NY. The sublease is for a 25,212 square foot office and will expire in May 2029. Pursuant to the sublease, the Company will pay the base rent of approximately $1.3 million per annum through the end of the fifth lease year and approximately $1.4 million per annum thereafter through the expiration date.

The following table summarizes our contractual obligations as of September 30, 2019:


	Payments Due By Period
			Less than						More than
	Total		1 Year		1 - 3 Years		3 - 5 Years		5 Years
	(in thousands)
Operating lease commitments	$	12,427	$	708	$	2,572	$	2,581	$	6,566
Total	$	12,427	$	708	$	2,572	$	2,581	$	6,566

Rent expense under operating leases was approximately $668,000 and $663,000 for the nine months ended September 30, 2019 and 2018, respectively. The terms of the facility lease provide for rental payments on a monthly basis and on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid.

Arbitration/Litigation

On January 14, 2019, a vendor filed a Demand for Arbitration and Statement of Claim against the Company (“Demand”) for alleged breach of the November 10, 2017 Preferred Specialty Pharmacy Agreement (“Agreement”) between the Company and the vendor. On March 13, 2019, the Company terminated the Agreement for material breach by the vendor. On April 3, 2019, the vendor filed a Second Amended Demand for Arbitration (“SAD”) for breach of the Agreement. The vendor seeks damages, fees, interest and cost. Pursuant to a schedule set forth by the Arbitration Panel, on May 3, 2019, the Company filed a Motion to Dismiss the SAD. That Motion was fully briefed on June 14, 2019 and was decided on July 31, 2019. The Arbitration Panel dismissed two of the vendor’s four claims. The Company believes the vendor’s claims are without merit and intends to vigorously defend against the claims in the Arbitration. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurances that the asserted claims will not have a material adverse effect on the financial position or results of operations of the Company.

The Company believes there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Indemnifications

The Company indemnifies each of its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or a director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, it has not recognized any liabilities relating to these obligations for any period presented.

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2019

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

9. Convertible Preferred Stock

During March, June and November 2017, the Company raised approximately $15.0 million through the issuance of 8,691,179 shares of its Series B convertible preferred stock at $1.73 per share to new and existing investors. No convertible preferred stock was issued in 2018 or in the nine months ended September 30, 2019.

In June 2018, the Company redeemed and retired 1,202,196 shares of Series B convertible preferred stock from a former employee pursuant to its contractual right of first refusal at a purchase price of $2.5 million. The difference of $425,000 between the purchase price (at $2.04 per share) and the carrying value (at $1.73 per share) has been recorded as a dividend in accumulated deficit as of December 31, 2018.

In conjunction with the above convertible preferred stock redemption, certain stockholders purchased convertible preferred stock and common stock from the same former employee at the same price per share.

In connection with the transactions above, an outstanding severance liability was settled. As the total paid by the stockholders to the former employee was in excess of the common stock and preferred stock fair value, this premium was deemed consideration paid on behalf of the Company for the settlement of the severance liability. As such, the Company has accounted for this excess paid of $414,000 as a non-cash contribution in additional paid in capital.

The authorized, issued and outstanding shares, and liquidation preference of the Company’s convertible preferred stock as of the dates indicated were as follows (in thousands, except for share and per share data):


	As of September 30, 2019
	Authorized Shares	Issued and Outstanding Shares	Aggregate Liquidation Preference

Preferred Stock:
Series A Preferred	69,930,070	15,384,798	$ 20,000
Series B Preferred	245,000,000	50,043,290	86,369
Total	314,930,070	65,428,088	106,369


	As of December 31, 2018
	Authorized Shares	Issued and Outstanding Shares	Aggregate Liquidation Preference

Preferred Stock:
Series A Preferred	69,930,070	15,384,798	$ 20,000
Series B Preferred	245,000,000	50,043,290	86,369
Total	314,930,070	65,428,088	106,369

As of September 30, 2019 and December 31, 2018, the holders of the Series A convertible preferred stock (‘‘Series A Preferred’’) and Series B convertible preferred stock (‘‘Series B Preferred’’ together the ‘‘Series Preferred’’) had the following rights and preferences:

Dividends

The holders of the Series A Preferred and the Series B Preferred shall be entitled to receive noncumulative dividends in preference to any dividend on the Company’s common stock at the rate of 8% of their respective “Original Issuance Price” ($1.30 per share for the Series A Preferred and $1.73 per share for the Series B Preferred) per annum, when and as declared by the Board of Directors. The holders of Series Preferred also shall be entitled to participate pro rata in any dividends paid on the common stock on an as-if-converted basis.

Liquidation Preference

In the event of any liquidation or winding up of the Company, the holders of the Series Preferred shall be entitled to receive in preference to the holders of the common stock a per share amount equal to the greater of (a) their respective Original Issuance Price plus any declared but unpaid dividends or (b) the amount payable to them had they converted their Series Preferred into common stock immediately prior to the liquidation event. After the payment of the liquidation preference to the holders of the Series Preferred, the remaining assets shall be distributed ratably to the holders of the common stock.

A merger or consolidation in which the stockholders of the Company do not own a majority of the outstanding shares of the surviving corporation, a sale, lease, transfer, or other disposition of substantially all of the assets of the Company and an exclusive license of substantially all of the Company’s intellectual property shall be deemed to be a liquidation unless the holders of at least 60% of the Series Preferred elect otherwise.

Due to the concentration of convertible preferred stock ownership interest and Board of Directors representation of the convertible preferred stockholders, the above liquidation preference represents a liquidation right not solely within the Company’s control and as such, the Company has classified its convertible preferred stock outside of stockholders’ equity. During 2018 and the nine months ended September 30, 2019, the Company did not adjust the carrying value of the convertible preferred stock to the deemed liquidation value of such shares as a qualifying liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a deemed liquidation event will occur.

Conversion

The holders of the Series Preferred shall have the right to convert each share of Series Preferred, at any time, into shares of common stock. The conversion price for each series of convertible preferred stock shall initially be the Original Issuance Price of such series of convertible preferred stock and shall be adjusted in accordance with conversion provisions contained in the Company’s Amended and Restated Certificate of Incorporation. The conversion rate of the Series Preferred is 1:1 and is subject to certain anti-dilution adjustments. The Series Preferred is automatically converted into common stock, at the then-applicable conversion rate, in the event that the holders of at least 75% the outstanding Series Preferred consent to such conversion voting as a single class on an as- converted basis, or (ii) upon the event of a public offering of the Company’s common stock based upon a value of the Company of at least $150 million and which results in net proceeds of at least $40 million.

Voting Rights

The Series Preferred will vote together with the common stock as a single class except as specifically provided herein or as otherwise required by law. Each share of Series Preferred shall have a number of votes equal to the number of shares of common stock then issuable upon conversion of such share of Series Preferred.

Each series of convertible preferred stock is entitled to elect two directors of the Company. The common stock is entitled to elect one director. All stockholders voting together as a single class on an as-converted basis are entitled to elect the remaining directors. The directors elected by the Series A Preferred are entitled to two votes on all matters to be voted upon by the Board of Directors. The Series B Directors and all other directors are entitled to one vote on all matters to be voted upon the Board of Directors.

Stockholders’ Deficit

9 Months Ended

Sep. 30, 2019

Stockholders' Equity Note [Abstract]

Stockholders’ Deficit

10. Stockholders’ Deficit

Common Stock

The common stock confers upon its holders the right to receive dividends out of any assets legally available, when and as declared by the Board of Directors, but subject to the prior right of the holders of the Series Preferred as described above.

Common stock reserved for future issuance consisted of the following:


	September 30,	December 31,
	2019	2018

Convertible preferred stock	65,428,088	65,428,088
Warrants in Series B convertible preferred stock issued and outstanding	2,019,245	2,019,245
Common stock warrants	140,394	140,394
Shares available for grants under stock option plan	645,399	143,710
Options issued and outstanding under stock plan	17,409,666	15,932,040
Total common stock reserved for future issuance	85,642,792	83,663,477

In September 2018, the Company repurchased 589,320 shares of common stock, held by former employees, at a price per share of $2.04, for total consideration of $1.2 million. The difference of $321,000 between the fair value on the date of repurchase (at $1.49 per share) and the cash consideration paid has been recorded as a dividend as of December 31, 2018 as there were no ongoing services being delivered by the ex-employees since the date of termination. The Company has not retired the shares repurchased and as such, have recorded the shares repurchased at cost $884,000 and treated them as treasury shares.

In August 2019, the Company repurchased 26,659 shares of common stock at an average price per share of $6.91 pursuant to its contractual right of first refusal for offers made by third parties to acquire outstanding shares from existing stockholders. The repurchased shares were recorded as treasury shares.

As of September 30, 2019 and December 31, 2018, the Company had 615,980 and 589,320 shares respectively of treasury stock.

Stock Incentive Plan

As of September 30, 2019 and December 31, 2018, the Company maintains two stock-based compensation plans: (i) the 2008 Stock Plan and (ii) the 2017 Equity Incentive Stock Plan. All awards issued in 2018 were issued pursuant to the 2017 Equity Incentive Stock Plan.

Under the Company’s 2017 Equity Incentive Stock Plan and consistent with the 2008 Stock Plan, options and other stock awards to purchase shares of common stock may be granted to employees, directors, and consultants. Incentive stock options are granted to employees and non-statutory stock options are granted to consultants and directors at an exercise price not less than 100% of the fair value (as determined by the Company’s Board of Directors) of the Company’s common stock on the date of grant. The exercise price of options granted to stockholders who hold 10% or more of the Company’s common stock on the option grant date shall not be less than 110% of the fair value of the Company’s common stock on the date of grant for both incentive and non-qualified stock option grants. These options generally vest over four years and expire ten years from the date of grant. Stock option grants may be exercisable upon grant, and any unvested shares purchased are subject to repurchase. There were no unvested shares subject to repurchase as of September 30, 2019 and December 31, 2018.

Stock Option Activity

During the first nine months of 2019, 6,705,417 stock options were granted to our officers, employees, and outside directors at a weighted average exercise price of $3.92. In addition, during the first nine months of 2019, 4,917,057 stock options were exercised at a weighted average exercise price of $1.02.

The fair value of options to purchase common stock vested was $649,000 and $2.0 million in the three and nine months ended September 30, 2019, respectively. The fair value of options to purchase common stock vested was $571,000 and $3.1 million in the three and nine months ended September 30, 2018, respectively.

Certain weighted-average information and assumptions used in the option-pricing model for options granted to employees, directors, and non-employees are as follows:


	Three Months Ended September 30		Nine Months Ended September 30
	2019	2018	2019	2018

Expected term (in years)	5.63 - 6.08	5.38 - 6.10	5.63 - 6.08	5.38 - 6.10
Risk-free interest rate	1.6% - 1.9%	2.7% - 2.8%	1.6% - 2.5%	2.6% - 2.8%
Expected volatility	48.6% - 49.0%	48.2% - 48.4%	48.6% - 49.0%	48.2% - 48.9%
Expected dividend rate	—	—	—	—

The following table summarizes stock-based compensation expense for employees, which was included in the statements of operations and comprehensive income (loss) as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2019		2018		2019		2018
Cost of services	$	192	$	22	$	317	$	60
Selling and marketing		355		90		617		266
General and administrative		1,133		684		2,275		1,978
Total stock-based compensation expense	$	1,680	$	796	$	3,209	$	2,304

At September 30, 2019, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plan but not yet recognized was approximately $19.5 million. This cost will be amortized on a straight-line basis over the remaining vesting period and will be adjusted for subsequent changes in estimated forfeitures. The weighted-average remaining recognition period is approximately 3.2 years.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes For the three and nine months ended September 30, 2019 and 2018, the Company calculated its year-to-date benefit (provision) for income taxes by applying the estimated annual effective tax rate to the year-to-date profit from operations before income taxes and adjusts the benefit (provision) for income taxes for discrete tax items recorded in the period. The Company updates its estimate of its annual effective tax rate at the end of each quarterly period. The estimate takes into account annual forecasted income (loss) before income taxes and any significant permanent tax items. During the three and nine months ended September 30, 2019 the Company recorded a provision of $25,000 and $89,000, respectively. During the three and nine months ended September 30, 2018 the Company recorded a benefit of $395,000 and $1.2 million from continued operations, respectively.

Net (Loss) Earnings Per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Net (Loss) Earnings Per Share

12. Net (Loss) Earnings Per Share

A reconciliation of net (loss) income available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share follows (in thousands, except share and per share amounts):


	Three Months Ended					Nine Months Ended
	September 30					September 30
	2019		2018			2019		2018
Basic and diluted earnings (loss) per common share:
Numerator:
Net (loss) income	$	(8,210)	$	(1,136)	$	(4,169)	$	2,186
Less:
Net income from discontinued operations, net of tax		—		(1)		—		(5,725)
Deemed dividends on convertible preferred stock		—		—		—		(423)
Net loss attributable to common stockholders	$	(8,210)	$	(1,137)	$	(4,169)	$	(3,962)

Denominator:
Weighted-average shares used in computing basic and diluted net loss per share attributable to common stockholders		7,472,469		5,627,656		5,947,821		5,669,913
Basic and diluted net loss per share attributable to common stockholders	$	(1.10)	$	(0.20)	$	(0.70)	$	(0.70)

The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted loss per share attributable to common stockholders for the period presented because including them would have been antidilutive:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Redeemable convertible preferred stock	65,428,088	65,428,088	65,428,088	66,138,874
Options to purchase common stock	12,589,387	5,807,298	11,314,536	4,352,695
Warrants to purchase common stock	119,674	65,549	112,181	46,173
Warrants to purchase convertible preferred stock	1,564,952	378,222	1,400,660	—
Total potential dilutive shares	79,702,101	71,679,157	78,255,465	70,537,742

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions In January 2018, the Company executed an agreement with a related party to sell the Eeva business, representing all of the medical device segment. Refer to Note 6. In June 2018, the Company redeemed and retired 1,202,196 shares of Series B convertible preferred stock from a former employee pursuant to their contractual right of first refusal at a purchase price of $2.5 million. The difference of $425,000 between the purchase price (at $2.04 per share) and the carrying value (at $1.73 per share) has been recorded as a dividend in accumulated deficit as of December 31, 2018. Refer to Note 12 for further detail on this transaction.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events On October 14, 2019, Progyny’s stockholders approved and the Company effected a one-for-4.5454 reverse stock split of its common and convertible preferred stock. The par value of the common stock and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. Accordingly, these condensed consolidated financial statements and notes retroactively reflect Progyny’s capital structure after giving effect to the reverse stock split. On October 29, 2019, the Company completed its initial public offering (“IPO”) in which it issued and sold 6,700,000 shares of its common stock at a public offering price of $13.00 per share. As part of the IPO, certain selling stockholders offered and sold an additional 4,800,000 shares (including 1,500,000 shares offered and sold pursuant to the exercise of the underwriters’ over-allotment option), at an equivalent public offering price of $13.00 per share. The Company received net proceeds of approximately $77.7 million from the IPO, after deducting underwriters’ discounts and commissions of $5.9 million and offering costs of $3.5 million. Offering costs are capitalized and consist of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other IPO-related costs. Upon completion of the IPO, these deferred offering costs were reclassified to stockholders’ equity and recorded against the proceeds from the offering. Immediately prior to the completion of the IPO, all shares of Series A and B convertible preferred stock then outstanding were converted into 65,428,088 shares of common stock on a one-to-one basis and the Company reclassified $106.2 million of convertible preferred stock to additional paid-in-capital and $7,000 of convertible preferred stock to common stock on the Company’s balance sheet. Immediately prior to the IPO, options representing 1,311,944 shares of common stock were exercised at an average exercise price of $0.94. In addition, 482,661 warrants were exercised for 441,307 shares of common stock at a weighted average exercise price of $1.59. In October 2019, the Company’s Board of Directors and stockholders adopted and approved the 2019 Equity Incentive Plan, (the “2019 Plan”), as the successor to continuation of the Company’s 2017 Stock Plan. No further grants will be made under the 2017 Plan from the date that the 2019 Plan became effective. Initially, the maximum number of shares issuable under the 2019 Plan will not exceed 19,198,875 shares of common stock, which is the sum of 1) 2,640,031 new shares and 2) an additional number of shares not to exceed 16,558,844 consisting of (a) shares that remain available for the issuance of awards under the 2017 Stock Plan immediately prior to the effective date of the 2019 Plan and (b) shares of our common stock subject to outstanding stock options or other stock awards granted under our 2017 Plan that, on or after the date the 2019 Plan became effective, terminate, expire or are cancelled prior to exercise or settlement; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In October 2019, the Board of Directors and stockholders also adopted and approved the 2019 Employee Stock Purchase Plan (the “ESPP”). Following the IPO, the ESPP authorized the issuance of 1,700,000 shares of common stock to purchase rights granted to our employees or to employees of our designated affiliates.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Certain information and note disclosures included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the final prospectus for our IPO filed with the SEC on October 25, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-233965).

The condensed consolidated financial statements and accompanying notes include the accounts of Company and its wholly owned subsidiary, Fertility Authority LLC. Effective June 2018, the Company legally dissolved the Fertility Authority LLC legal entity. All intercompany balances and transactions have been eliminated.

The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim condensed consolidated balance sheets as of September 30, 2019, the interim condensed consolidated statements of operations and comprehensive income (loss) and the interim condensed consolidated statements of convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of September 30, 2019, the results of our operations for the three and nine months ended September 30, 2019 and 2018 and the results of our cash flows for the nine months ended September 30, 2019 and 2018. The financial data and other financial information disclosure in the notes to these interim condensed consolidated financial statements related to the three and nine months periods are also unaudited. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results expected for the year ending December 31, 2019 or any other future period.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include accrued receivables, accrued claims payable, allowance for doubtful accounts, accrued rebates, convertible preferred stock warrant liabilities and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company applies the following five-step model to recognize revenue from contracts with clients:

Identification of the contract, or contracts, with a client

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, a performance obligation is satisfied

Fertility Benefits Revenue

Pharmacy Benefits Revenue

Accrued Receivable and Accrued Claims Payable

Accounts Receivable and Allowance for Doubtful Accounts


		Nine Months Ended September 30, 2019 and Year Ended December 31, 2018

September 30, 2019	Balance at Beginning of Period		Charged to Revenue		Charged to Costs and Expenses		Write-offs		Utilization		Balance at End of Period
Allowance for doubtful accounts	$	1,175	$	-	$	1,331	$	-	$	-	$	2,506
Allowance for service changes and cancellations		2,311		6,536		-		-		(3,772)		5,075
		3,486		6,536		1,331		-		(3,772)		7,581

December 31, 2018
Allowance for doubtful accounts	$	590	$	-	$	824	$	(239)	$	-	$	1,175
Allowance for service changes and cancellations		500		3,414		-		-		(1,603)		2,311
		1,090		3,414		824		(239)		(1,603)		3,486

Cost of Services

Fertility Benefit Services

Pharmacy Benefit Services

Vendor rebates

Concentration of Credit Risk and Off-Balance-Sheet Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consists primarily of cash and cash equivalents and accounts receivable.

Net Income (Loss) per Share Attributable to Common Stockholders

Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted

Recently Adopted Accounting Pronouncements

Accounting Pronouncements Issued but Not Yet Adopted

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of accounts receivable and allowance for doubtful accounts


		Nine Months Ended September 30, 2019 and Year Ended December 31, 2018

September 30, 2019	Balance at Beginning of Period		Charged to Revenue		Charged to Costs and Expenses		Write-offs		Utilization		Balance at End of Period
Allowance for doubtful accounts	$	1,175	$	-	$	1,331	$	-	$	-	$	2,506
Allowance for service changes and cancellations		2,311		6,536		-		-		(3,772)		5,075
		3,486		6,536		1,331		-		(3,772)		7,581

December 31, 2018
Allowance for doubtful accounts	$	590	$	-	$	824	$	(239)	$	-	$	1,175
Allowance for service changes and cancellations		500		3,414		-		-		(1,603)		2,311
		1,090		3,414		824		(239)		(1,603)		3,486

Revenue (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

Fertility benefit services revenue	$	50,024	$	26,389	$	136,085	$	72,004
Pharmacy benefit services revenue		11,172		1,409		28,476		4,209
Total revenue	$	61,196	$	27,798	$	164,561	$	76,213

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of liabilities measured at fair value on a recurring basis


	September 30, 2019
	Total		Level 1		Level 2		Level 3
Liabilities:
Convertible preferred stock warrant liability	$	17,008	$	—	$	—	$	17,008
Total	$	17,008	$	—	$	—	$	17,008


	December 31, 2018
	Total		Level 1		Level 2		Level 3
Liabilities:
Convertible preferred stock warrant liability	$	4,589	$	—	$	—	$	4,589
Total	$	4,589	$	—	$	—	$	4,589

Schedule of changes in the estimated fair value using unobservable inputs


	Convertible
	Preferred Stock
	Warrants
Balance as of December 31, 2018	$	4,589
Changes in estimate fair value of warrants		12,419
Balance at September 30, 2019	$	17,008

Divestitures (Tables)

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Summary of the operating results and consolidated statement of cash flows from discontinued operations


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

Gain on sale of discontinued operations	$	—	$	1	$	—	$	7,502
Income from discontinued operations, before taxes
Provision for income taxes				—				(1,777)
Net income from discontinued operations, net of taxes	$	—	$	1	$	—	$	5,725


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019		2018		2019		2018


INVESTING ACTIVITIES
Proceeds from sale of business, net of costs		—		1		200		2,428

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Convertible Preferred Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2019

Warrants and Rights Note Disclosure [Abstract]

Schedule of preferred stock warrant liabilities


Rollforward of warrants and fair value	Warrants	Liability
		(in thousands)
Total warrants and liability as of December 31, 2018	2,019,245	$	4,589
Revaluation of remaining warrants			12,419
Total warrants and liability as of September 30, 2019	2,019,245	$	17,008

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of contractual obligations


	Payments Due By Period
			Less than						More than
	Total		1 Year		1 - 3 Years		3 - 5 Years		5 Years
	(in thousands)
Operating lease commitments	$	12,427	$	708	$	2,572	$	2,581	$	6,566
Total	$	12,427	$	708	$	2,572	$	2,581	$	6,566

Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2019

Temporary Equity Disclosure [Abstract]

Schedule of authorized, issued and outstanding shares, and liquidation preference of convertible preferred stock


	As of September 30, 2019
	Authorized Shares	Issued and Outstanding Shares	Aggregate Liquidation Preference

Preferred Stock:
Series A Preferred	69,930,070	15,384,798	$ 20,000
Series B Preferred	245,000,000	50,043,290	86,369
Total	314,930,070	65,428,088	106,369


	As of December 31, 2018
	Authorized Shares	Issued and Outstanding Shares	Aggregate Liquidation Preference

Preferred Stock:
Series A Preferred	69,930,070	15,384,798	$ 20,000
Series B Preferred	245,000,000	50,043,290	86,369
Total	314,930,070	65,428,088	106,369

Stockholders’ Deficit (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Schedule of common stock reserved for future issuance


	September 30,	December 31,
	2019	2018

Convertible preferred stock	65,428,088	65,428,088
Warrants in Series B convertible preferred stock issued and outstanding	2,019,245	2,019,245
Common stock warrants	140,394	140,394
Shares available for grants under stock option plan	645,399	143,710
Options issued and outstanding under stock plan	17,409,666	15,932,040
Total common stock reserved for future issuance	85,642,792	83,663,477

Schedule of assumptions used in the option-pricing model for options granted


	Three Months Ended September 30		Nine Months Ended September 30
	2019	2018	2019	2018

Expected term (in years)	5.63 - 6.08	5.38 - 6.10	5.63 - 6.08	5.38 - 6.10
Risk-free interest rate	1.6% - 1.9%	2.7% - 2.8%	1.6% - 2.5%	2.6% - 2.8%
Expected volatility	48.6% - 49.0%	48.2% - 48.4%	48.6% - 49.0%	48.2% - 48.9%
Expected dividend rate	—	—	—	—

Summary of stock based compensation expense for employees


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2019		2018		2019		2018
Cost of services	$	192	$	22	$	317	$	60
Selling and marketing		355		90		617		266
General and administrative		1,133		684		2,275		1,978
Total stock-based compensation expense	$	1,680	$	796	$	3,209	$	2,304

Net (Loss) Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Reconciliation of net income loss available to common stockholders


	Three Months Ended					Nine Months Ended
	September 30					September 30
	2019		2018			2019		2018
Basic and diluted earnings (loss) per common share:
Numerator:
Net (loss) income	$	(8,210)	$	(1,136)	$	(4,169)	$	2,186
Less:
Net income from discontinued operations, net of tax		—		(1)		—		(5,725)
Deemed dividends on convertible preferred stock		—		—		—		(423)
Net loss attributable to common stockholders	$	(8,210)	$	(1,137)	$	(4,169)	$	(3,962)

Denominator:
Weighted-average shares used in computing basic and diluted net loss per share attributable to common stockholders		7,472,469		5,627,656		5,947,821		5,669,913
Basic and diluted net loss per share attributable to common stockholders	$	(1.10)	$	(0.20)	$	(0.70)	$	(0.70)

Antidilutive securities excluded from computation of earnings per share


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Redeemable convertible preferred stock	65,428,088	65,428,088	65,428,088	66,138,874
Options to purchase common stock	12,589,387	5,807,298	11,314,536	4,352,695
Warrants to purchase common stock	119,674	65,549	112,181	46,173
Warrants to purchase convertible preferred stock	1,564,952	378,222	1,400,660	—
Total potential dilutive shares	79,702,101	71,679,157	78,255,465	70,537,742

Business and Basis of Presentation - Description of Business (Details)	1 Months Ended
	Mar. 31, 2015 segment
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of operating segments	2

Business and Basis of Presentation - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 29, 2019	Sep. 30, 2018
Subsidiary, Sale of Stock [Line Items]
Share price (in dollars per share)		$ 1.49
IPO \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares)	6,700,000
Share price (in dollars per share)	$ 13.00
Net proceeds after deducting underwriters’ discounts, commissions, and offering costs	$ 77,700
Underwriters’ discounts and commissions	5,900
Offering costs	$ 3,500
Shares of common stock converted from Series A and B convertible preferred stock (in shares)	65,428,088
Conversion basis (in shares)	1
IPO \| Additional Paid in Capital \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Reclassification of temporary equity to permanent equity	$ 106,200
IPO \| Common Stock \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Reclassification of temporary equity to permanent equity	$ 7
Selling Shareholders, Including Over-Allotment Option \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares)	4,800,000
Over-Allotment Option \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares)	1,500,000

Business and Basis of Presentation - Deferred Offering Costs (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Deferred Costs, Noncurrent [Abstract]
Deferred offering costs	$ 2.7	$ 0.0

Business and Basis of Presentation - Reverse Stock Split (Details)	Oct. 14, 2019
Subsequent Event
Class of Stock [Line Items]
Reverse stock split ratio	0.22000264

Significant Accounting Policies - Revenue Recognition (Details)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Contract term	3 years
Contract termination, notice period, low end of range	30 days
Contract termination, notice period, high end of range	90 days

Significant Accounting Policies - Accrued Receivable and Accrued Claims Payable (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Accrued receivables	$ 17.3	$ 9.5
Accrued claims payable	11.6	6.7
Unbilled receivables	$ 9.2	$ 3.6

Significant Accounting Policies - Accounts and Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 3,486	$ 1,090
Charged to Revenue	6,536	3,414
Charged to Costs and Expenses	1,331	824
Write-offs		(239)
Utilization	(3,772)	(1,603)
Balance at End of Period	7,581	3,486
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	1,175	590
Charged to Costs and Expenses	1,331	824
Write-offs		(239)
Balance at End of Period	2,506	1,175
Allowance for service changes and cancellations
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	2,311	500
Charged to Revenue	6,536	3,414
Utilization	(3,772)	(1,603)
Balance at End of Period	$ 5,075	$ 2,311

Significant Accounting Policies - Cost of Services (Details)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Contract Term, Clinics, Low End of Range	1 year
Contract Term, Clinics, High End of Range	2 years

Significant Accounting Policies - Concentration of Credit Risk (Details) - Institution	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Concentration Risk [Line Items]
Number of financial institutions where substantially all of the cash is maintained	1
Accounts Receivable \| Credit Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	31.00%	48.00%
Accounts Receivable \| Credit Concentration Risk \| Largest customer
Concentration Risk [Line Items]
Concentration risk (as a percent)	16.00%	25.00%
Accounts Receivable \| Credit Concentration Risk \| Second largest customer
Concentration Risk [Line Items]
Concentration risk (as a percent)	15.00%	13.00%
Accounts Receivable \| Credit Concentration Risk \| Third largest customer
Concentration Risk [Line Items]
Concentration risk (as a percent)		10.00%

Significant Accounting Policies - Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted (Details) - USD ($) $ in Thousands	Jan. 01, 2018	Sep. 30, 2019
Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2019
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected		Retrospective
Accounting Standards Update 2015-17
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2018
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected		Prospective
Accounting Standards Update 2016-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2018
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected		Prospective
Impact of adoption of 2016- 09	$ (213,000)
Accounting Standards Update 2016-15
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2018
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Accounting Standards Update 2017-04
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2018
Change in Accounting Principle, Accounting Standards Update, Early Adoption		true
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected		Prospective
Accounting Standards Update 2017-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2019
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Accounting Standards Update 2017-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2018
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Accounting Standards Update 2018-07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		true
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2019
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted		false
Change in Accounting Principle, Accounting Standards Update, Early Adoption		false
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected		Modified Retrospective

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue
Revenue	$ 61,196	$ 27,798	$ 164,561	$ 76,213
Fertility benefit services revenue
Revenue
Revenue	50,024	26,389	136,085	72,004
Pharmacy benefit services revenue
Revenue
Revenue	$ 11,172	$ 1,409	$ 28,476	$ 4,209

Revenue - Concentration of Major Clients (Details) - Revenue Benchmark - Customer Concentration Risk	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Client 1
Concentration Risk [Line Items]
Concentration risk (as a percent)	16.00%	24.00%
Client 2
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	15.00%
Client 3
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	10.00%
Client 4
Concentration Risk [Line Items]
Concentration risk (as a percent)	12.00%

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract]
Contract asset	$ 0	$ 0
Contract with Customer, Liability [Abstract]
Contract liability	$ 0	$ 0

Fair Value Measurement - Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Liabilities:
Convertible preferred stock warrant liability	$ 17,008	$ 4,589
Recurring
Liabilities:
Convertible preferred stock warrant liability	17,008	4,589
Total	17,008	4,589
Recurring \| Level 3
Liabilities:
Convertible preferred stock warrant liability	17,008	4,589
Total	$ 17,008	$ 4,589

Fair Value Measurement - Unobservable Input Reconciliation (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Convertible preferred stock warrant liabilities
Balance at beginning of period	$ 4,589
Changes in estimate fair value of warrants	12,419
Balance at end of period (unaudited)	$ 17,008

Fair Value Measurement - Transfers (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Fair Value Measurement
Transfer of assets from Level 1 to Level 2	$ 0	$ 0
Transfer of assets from Level 2 to Level 1	0	0
Transfer of liabilities from Level 1 to Level 2	0	0
Transfer of liabilities from Level 2 to Level 1	0	0
Transfer of assets, Level 3, net	0	0
Transfer of liabilities, Level 3, net	$ 0	$ 0

Divestitures - General Information (Details) - Eeva Business - Discontinued Operations, Disposed of by Sale - Investor $ in Thousands	Jan. 18, 2018 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration	$ 7,900
Cash consideration	3,000
Liability forgiveness	4,900
Deferred considerations	$ 300

Divestitures - Balance Sheet (Details) - Eeva Business - Discontinued Operations, Disposed of by Sale $ in Thousands	Dec. 31, 2018 USD ($)
Discontinued operations, assets
Assets	$ 200
Discontinued operations, liabilities
Liabilities	$ 0

Divestitures - Operating Results (Details) - Eeva Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Gain on sale of discontinued operations
Gain on sale of discontinued operations	$ 1	$ 7,502
Income from discontinued operations, before taxes
Provision for income taxes		(1,777)
Net income from discontinued operations, net of taxes	$ 1	$ 5,725

Divestitures - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Eeva Business \| Discontinued Operations, Disposed of by Sale
INVESTING ACTIVITIES
Proceeds from sale of business, net of costs	$ 1	$ 200	$ 2,428

Debt - Term Loan (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
Debt - Term Loan (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Nov. 30, 2015	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2018
Debt Instrument [Line Items]
Loss on debt extinguishment				$ 88
Accretion of the debt discount				75
Secured Debt \| Term Loan
Debt Instrument [Line Items]
Principal amount		$ 8,000
Interest rate (as a percent)		7.50%
Principal balance repurchased	$ 2,900
Final balloon payment	$ 640
Early payment penalty fee (as a percent)	1.00%
Early payment penalty fee amount	$ 15
Unamortized debt discount	$ 88
Loss on debt extinguishment					$ 88
Interest expense			$ 0	129
Accretion of the debt discount			$ 0	$ 75
Final payment fee (as a percent)		8.00%
Secured Debt \| Term Loan \| Repaid on or before first anniversary
Debt Instrument [Line Items]
Early payment penalty fee (as a percent)		3.00%
Secured Debt \| Term Loan \| Repaid on or before second anniversary
Debt Instrument [Line Items]
Early payment penalty fee (as a percent)		2.00%
Secured Debt \| Term Loan \| Repaid after second anniversary before maturity date
Debt Instrument [Line Items]
Early payment penalty fee (as a percent)		1.00%
Secured Debt \| Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate spread (as a percent)		7.30%

Debt - Revolving Line of Credit (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Debt - Revolving Line of Credit (Details) $ in Thousands	Jun. 30, 2018 USD ($) installment	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Short-term Debt [Line Items]
Short term debt						$ 253
Line of Credit \| Silicon Valley Bank Revolving Line of Credit
Short-term Debt [Line Items]
Maximum borrowing capacity	$ 15,000
Advance rate upon which the borrowing capacity is based	80.00%
Threshold period of accounts receivable aging	90 days
Minimum revenue targets (as a percent)	75.00%
Short term debt		$ 0		$ 0		$ 253
Interest expense		$ 29	$ 27	$ 195	$ 59
Commitment fee	$ 225
Frequency of commitment fee	annual
Commitment fee, number of installments \| installment	3
Commitment fee, installment amount	$ 75
Line of Credit \| Silicon Valley Bank Revolving Line of Credit \| Unrestricted cash balance greater than 5 million, interest accrues
Short-term Debt [Line Items]
Interest rate (as a percent)	4.75%
Line of Credit \| Silicon Valley Bank Revolving Line of Credit \| Unrestricted cash balance less than 5 million, interest accrues
Short-term Debt [Line Items]
Interest rate (as a percent)	4.75%
Line of Credit \| Silicon Valley Bank Revolving Line of Credit \| Prime Rate \| Unrestricted cash balance greater than 5 million, interest accrues
Short-term Debt [Line Items]
Variable rate spread (as a percent)	0.00%
Line of Credit \| Silicon Valley Bank Revolving Line of Credit \| Prime Rate \| Unrestricted cash balance less than 5 million, interest accrues
Short-term Debt [Line Items]
Variable rate spread (as a percent)	0.50%

Convertible Preferred Stock Warrants - General Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Class of Warrant or Right [Line Items]
Convertible preferred stock warrant liability	$ 17,008	$ 4,589
Warrants to purchase convertible preferred stock
Class of Warrant or Right [Line Items]
Shares issued upon exercise of warrants (in shares)	2,019,245	2,019,245
Exercise price (in dollars per share)	$ 1.73	$ 1.73
Convertible preferred stock warrant liability	$ 17,008	$ 4,589

Convertible Preferred Stock Warrants - Warrants Issued (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Warrants to purchase convertible preferred stock
Class of Warrant or Right [Line Items]
Warrants issued (in shares)	0	0

Convertible Preferred Stock Warrants - Fair Value Measurement Inputs and Valuation Techniques (Details) - Warrants to purchase convertible preferred stock	Sep. 30, 2019 M $ / shares	Dec. 31, 2018 Y $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, price (in dollars per share)	$ 8.42	$ 2.27
Warrants, valuation technique	us-gaap:ValuationTechniqueOptionPricingModelMember	us-gaap:ValuationTechniqueOptionPricingModelMember
Measurement Input, Expected Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	6	2
Measurement Input, Option Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.45	0.43
Measurement Input, Risk Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.8	2.3

Convertible Preferred Stock Warrants - Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Class of Warrant or Right [Line Items]
Total liability, beginning of period			$ 4,589
Revaluation of remaining warrants	$ 11,226	$ 918	12,419	$ 1,561
Total liability, end of period	$ 17,008		$ 17,008
Warrants to purchase convertible preferred stock
Class of Warrant or Right [Line Items]
Total warrants, beginning of period (in shares)			2,019,245
Revaluation of remaining warrants (in shares)			0
Total warrants, end of period (in shares)	2,019,245		2,019,245
Total liability, beginning of period			$ 4,589
Revaluation of remaining warrants			12,419
Total liability, end of period	$ 17,008		$ 17,008

Commitments and Contingencies - Sublease (Details) - Corporate Offices, Sublease $ in Millions	Sep. 30, 2019 USD ($) ft²
Operating Leased Assets [Line Items]
Leased space (in square feet) \| ft²	25,212
Operating lease, sublease, base rent per annum, through year five	$ 1.3
Operating lease, sublease, base rent per annum, after year five	$ 1.4

Commitments and Contingencies - Operating Lease Commitments (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract]
Total	$ 12,427
1 Year	708
1-3 Years	2,572
3-5 Years	2,581
More than 5 Years	$ 6,566

Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 668,000	$ 663,000

Commitments and Contingencies - Arbitration and Litigation (Details) - Second Amended Demand for Arbitration, Vendor - claim	Jul. 31, 2019	Apr. 03, 2019
Loss Contingency, Quantities [Abstract]
Loss contingency, claims dismissed, number	2
Loss contingency, pending claims, number		4

Convertible Preferred Stock - Shares Issued (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2017	Sep. 30, 2018	Jun. 30, 2018
Class of Stock [Line Items]
Shares issued (in shares)	0	0
Share price (in dollars per share)				$ 1.49
Series B Preferred Stock
Class of Stock [Line Items]
Value of shares issued			$ 15.0
Shares issued (in shares)			8,691,179
Share price (in dollars per share)			$ 1.73		$ 1.73

Convertible Preferred Stock - Related Party Transaction (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Shares redeemed and retired (in shares)		1,202,196
Difference between the purchase price and the carrying value		$ 425
Share price (in dollars per share)		$ 1.49
Series B Preferred Stock
Class of Stock [Line Items]
Share price (in dollars per share)	$ 1.73		$ 1.73
Series B Preferred Stock \| Former employee
Class of Stock [Line Items]
Shares redeemed and retired (in shares)	1,202,196
Purchase price	$ 2,500
Difference between the purchase price and the carrying value	$ 425
Purchase price (in dollars per share)	$ 2.04

Convertible Preferred Stock - Non-cash Contribution (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Temporary Equity Disclosure [Abstract]
Non-cash contribution	$ 414

Convertible Preferred Stock - Tabular Disclosure (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)	314,930,070		314,930,070
Convertible preferred stock, shares issued (in shares)	65,428,088	65,428,088	65,428,088	65,428,088	65,428,088	66,630,284
Convertible preferred stock, shares outstanding (in shares)	65,428,088		65,428,088
Convertible preferred stock, aggregate liquidation preference	$ 106,369		$ 106,369
Series A Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)	69,930,070		69,930,070
Convertible preferred stock, shares issued (in shares)	15,384,798		15,384,798
Convertible preferred stock, shares outstanding (in shares)	15,384,798		15,384,798
Convertible preferred stock, aggregate liquidation preference	$ 20,000		$ 20,000
Series B Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)	245,000,000		245,000,000
Convertible preferred stock, shares issued (in shares)	50,043,290		50,043,290
Convertible preferred stock, shares outstanding (in shares)	50,043,290		50,043,290
Convertible preferred stock, aggregate liquidation preference	$ 86,369		$ 86,369

Convertible Preferred Stock - Dividends (Details)	9 Months Ended
Convertible Preferred Stock - Dividends (Details)	Sep. 30, 2019
Class of Stock [Line Items]
Dividend rate (as a percent)	8.00%
Series A Preferred Stock
Class of Stock [Line Items]
Original issue price (in dollars per share)	1.30%
Series B Preferred Stock
Class of Stock [Line Items]
Original issue price (in dollars per share)	1.73%

Convertible Preferred Stock - Liquidation Preference (Details)	9 Months Ended
	Sep. 30, 2019
Temporary Equity Disclosure [Abstract]
Liquidation preference (as a percent)	60.00%

Convertible Preferred Stock - Conversion (Details) $ in Millions	Sep. 30, 2019 USD ($)
Temporary Equity Disclosure [Abstract]
Conversion ratio	1
Threshold percentage of holders outstanding (as a percent)	75.00%
Threshold value of the company	$ 150
Threshold net proceeds	$ 40

Convertible Preferred Stock - Voting Rights (Details)	Sep. 30, 2019 Vote director
Class of Stock [Line Items]
Number of directors who can be elected by each series of convertible preferred stock \| director	2
Number of directors who can be elected by common stock \| director	1
Series A Preferred Stock
Class of Stock [Line Items]
Number of votes per director \| Vote	2
Series B Preferred Stock
Class of Stock [Line Items]
Number of votes per director \| Vote	1

Stockholders' Deficit - Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Total common stock reserved for future issuance	85,642,792	83,663,477
Options issued and outstanding under stock plan	17,409,666	15,932,040
Options to purchase common stock
Class of Stock [Line Items]
Shares available for grants under stock option plan	645,399	143,710
Warrants to purchase convertible preferred stock
Class of Stock [Line Items]
Total common stock reserved for future issuance	2,019,245	2,019,245
Warrants to purchase common stock
Class of Stock [Line Items]
Total common stock reserved for future issuance	140,394	140,394
Redeemable convertible preferred stock
Class of Stock [Line Items]
Total common stock reserved for future issuance	65,428,088	65,428,088

Stockholders' Deficit - Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Equity, Class of Treasury Stock [Line Items]
Shares repurchased (in shares)	26,659	589,320
Purchase price (in dollars per share)	$ 6.91	$ 2.04
Repurchase of common stock		$ 1,200	$ 182	$ 1,205	$ 182	$ 1,205
Share price (in dollars per share)		$ 1.49		$ 1.49		$ 1.49
Treasury stock (in shares)			615,980		615,980		589,320
Accumulated Deficit
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock		$ 321	$ 58	$ 321	$ 58	$ 321
Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock		$ 884,000	$ 124	$ 884	$ 124	$ 884

Stockholders’ Deficit - Stock Incentive Plan (Details)	9 Months Ended	12 Months Ended
Stockholders’ Deficit - Stock Incentive Plan (Details)	Sep. 30, 2019 plan shares	Dec. 31, 2018 plan shares
Stock-based compensation
Number of stock-based compensation plans \| plan	2	2
Incentive stock options and non-statutory stock options, exercise price to fair value of common stock, maximum (as a percent)	100.00%	100.00%
Shareholder stock options, exercise price to fair value of common stock, maximum (as a percent)	110.00%	110.00%
Unvested shares subject to repurchase (in shares) \| shares	0	0
Options to purchase common stock
Stock-based compensation
Vesting period	4 years	4 years
Term of award	10 years	10 years

Stockholders’ Deficit - Stock Options - Granted (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Equity [Abstract]
Options granted (in shares) \| shares	6,705,417
Weighted average exercise price of options granted (in dollars per share) \| $ / shares	$ 3.92

Stockholders’ Deficit - Stock Options - Exercised (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Equity [Abstract]
Options exercised (in shares) \| shares	4,917,057
Weighted average exercise price of options exercised (in dollars per share) \| $ / shares	$ 1.02

Stockholders’ Deficit - Stock Options - Vested (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Fair value of options to purchase common stock vested	$ 649	$ 571	$ 2,000	$ 3,100

Stockholders’ Deficit - Stock Options - Fair Value Assumptions (Details) - Options to purchase common stock	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend rate	0.00%	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (in years)	5 years 7 months 17 days	5 years 4 months 17 days	5 years 7 months 17 days	5 years 4 months 17 days
Risk-free interest rate	1.60%	2.70%	1.60%	2.60%
Expected volatility	48.60%	48.20%	48.60%	48.20%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected term (in years)	6 years 29 days	6 years 1 month 6 days	6 years 29 days	6 years 1 month 6 days
Risk-free interest rate	1.90%	2.80%	2.50%	2.80%
Expected volatility	49.00%	48.40%	49.00%	48.90%

Stockholders’ Deficit - Share Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Payment Arrangement, Additional Disclosure [Abstract]
Total stock-based compensation expense	$ 1,680	$ 796	$ 3,209	$ 2,304
Cost of services
Share-based Payment Arrangement, Additional Disclosure [Abstract]
Total stock-based compensation expense	192	22	317	60
Selling and marketing
Share-based Payment Arrangement, Additional Disclosure [Abstract]
Total stock-based compensation expense	355	90	617	266
General and administrative
Share-based Payment Arrangement, Additional Disclosure [Abstract]
Total stock-based compensation expense	$ 1,133	$ 684	$ 2,275	$ 1,978

Stockholders’ Deficit - Cost Not Yet Recognized (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Cost not yet recognized
Compensation cost not yet recognized	$ 19.5
Options to purchase common stock
Cost not yet recognized
Weighted-average remaining recognition period	3 years 2 months 12 days

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Benefit (provision) for income taxes	$ (25)	$ 395	$ (89)	$ 1,230

Net (Loss) Earnings Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net (loss) income	$ (8,210)	$ (1,136)	$ (4,169)	$ 2,186
Less: Income from discontinued operations, net of income tax		(1)		(5,725)
Less: Deemed dividends on convertible preferred stock				(423)
Net loss attributable to common stockholders - basic	$ (8,210)	(1,137)	$ (4,169)	(3,962)
Net income (loss) attributable to common stockholders - diluted		$ (1,137)		$ (3,962)
Earnings Per Share, Basic and Diluted [Abstract]
Weighted-average shares used in computing basic and diluted net earnings (loss) per share attributable to common stockholders (in shares)	7,472,469	5,627,656	5,947,821	5,669,913
Basic and diluted net loss per share attributable to common stockholders (in dollars per share)	$ (1.10)	$ (0.20)	$ (0.70)	$ (0.70)

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Net (Loss) Earnings Per Share - Potentially Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Total potential dilutive shares	79,702,101	71,679,157	78,255,465	70,537,742
Redeemable convertible preferred stock
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Total potential dilutive shares	65,428,088	65,428,088	65,428,088	66,138,874
Options to purchase common stock
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Total potential dilutive shares	12,589,387	5,807,298	11,314,536	4,352,695
Warrants to purchase common stock
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Total potential dilutive shares	119,674	65,549	112,181	46,173
Warrants to purchase convertible preferred stock
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Total potential dilutive shares	1,564,952	378,222	1,400,660

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Repurchase of Preferred Stock (in shares)		1,202,196
Difference between the purchase price and the carrying value		$ 425
Share price (in dollars per share)		$ 1.49
Series B Preferred Stock
Related Party Transaction [Line Items]
Share price (in dollars per share)	$ 1.73		$ 1.73
Former employee \| Series B Preferred Stock
Related Party Transaction [Line Items]
Repurchase of Preferred Stock (in shares)	1,202,196
Purchase price	$ 2,500
Difference between the purchase price and the carrying value	$ 425
Purchase price (in dollars per share)	$ 2.04

Subsequent Events - Reverse Stock Split (Details)	Oct. 14, 2019
Subsequent Event
Subsequent Event [Line Items]
Reverse stock split ratio	0.22000264

Subsequent Events - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 29, 2019	Sep. 30, 2018
Subsequent Event [Line Items]
Share price (in dollars per share)		$ 1.49
Subsequent Event \| IPO
Subsequent Event [Line Items]
Number of shares issued and sold (in shares)	6,700,000
Share price (in dollars per share)	$ 13.00
Net proceeds after deducting underwriters’ discounts, commissions, and offering costs	$ 77,700
Underwriters’ discounts and commissions	5,900
Offering costs	$ 3,500
Shares of common stock converted from Series A and B convertible preferred stock (in shares)	65,428,088
Conversion basis (in shares)	1
Subsequent Event \| IPO \| Additional Paid in Capital
Subsequent Event [Line Items]
Reclassification of temporary equity to permanent equity	$ 106,200
Subsequent Event \| IPO \| Common Stock
Subsequent Event [Line Items]
Reclassification of temporary equity to permanent equity	$ 7
Subsequent Event \| Selling Shareholders, Including Over-Allotment Option
Subsequent Event [Line Items]
Number of shares issued and sold (in shares)	4,800,000
Subsequent Event \| Over-Allotment Option
Subsequent Event [Line Items]
Number of shares issued and sold (in shares)	1,500,000

Subsequent Events - Options Exercised (Details) - $ / shares	1 Months Ended	9 Months Ended
	Oct. 31, 2019	Sep. 30, 2019
Subsequent Event [Line Items]
Shares issued upon exercise of options (in shares)		4,917,057
Average exercise price of options (in dollars per share)		$ 1.02
Subsequent Event
Subsequent Event [Line Items]
Shares issued upon exercise of options (in shares)	1,311,944
Average exercise price of options (in dollars per share)	$ 0.94

Subsequent Events - Warrants Exercised (Details) - Subsequent Event - Warrants to purchase common stock	1 Months Ended
	Oct. 31, 2019 $ / shares shares
Subsequent Event [Line Items]
Warrants exercised (in shares)	482,661
Shares issued (in shares)	441,307
Weighted Average
Subsequent Event [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 1.59

Subsequent Events - 2019 Equity Incentive Plan (Details) - Subsequent Event - 2019 Equity Incentive Plan	Oct. 31, 2019 shares
Subsequent Event [Line Items]
Maximum number of shares (in shares)	19,198,875
Maximum number of shares, new shares (in shares)	2,640,031
Maximum number of shares, additional shares (in shares)	16,558,844

Subsequent Events - 2019 Employee Stock Plan (Details) - shares	Oct. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Shares authorized for issuance (in shares)		85,642,792	83,663,477
Subsequent Event \| Employee Stock
Subsequent Event [Line Items]
Shares authorized for issuance (in shares)	1,700,000