What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-03-01 compared with 2020-03-10 · 471 added, 464 removed, 420 unchanged (69% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’

Equity (Deficit )

Consolidated Statements of Operations

Consolidated Statements Comprehensive Income (Loss)

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit )

Consolidated Statements of Cash Flows

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Progyny, Inc.

and subsidiaries

To the Stockholders and the Board of Directors of Progyny, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Progyny, Inc.

(the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income (loss), changes in convertible preferred stock and stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "consolidated financial statements").

(the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in convertible preferred stock and stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “(2013 framework)” and our report dated March 1, 2021 expressed an unqualified opinion thereon.

Adoption of ASU No.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of Accounting Standards Update (ASU) No.

2016-02, Leases and associated amendments (Topic 842) using the modified retrospective method.

Adoption of ASU No.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for credit losses in 2020 due to the adoption of Accounting Standards Update (ASU) No.

2016-13, Financial Instruments – Credit Losses (Topic 326) using the modified retrospective method.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accrued Receivables and Accrued Claims Payable

Description of the Matter

As of December 31, 2020, accrued receivables and accrued claims payable were $28.2 million and $22.8 million, respectively.

As discussed in Note 2 to the consolidated financial statements, the Company estimates accrued receivables for those fertility benefit services provided but for which a claim has not been received from the provider clinic based on historical claims experience.

The estimated cost of the related services and accrued claims payable are determined based upon the historical costs paid to the provider clinic and the historical gross margin achieved for each related fertility benefit service estimated to have been provided.

Auditing the Company’s estimates of accrued receivables and the related accrued claims payable was complex and required significant judgment as the estimates were sensitive to changes in the significant assumptions, including management’s assumptions regarding the lag between authorization date and service date, service changes and cancellations.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s process to estimate accrued receivables and the associated claims payable.

For example, we tested controls over management’s review of the methodology, significant assumptions and the underlying data used to determine these estimates.

To test the accrued receivables and the related claims payable, our audit procedures included, among others, assessing the methodology, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used in the Company’s analysis.

For example, we tested the Company’s assumptions of the lag between the authorization date and service date, service changes and cancellations based on historical claims data, historical gross margin per service and tested the clerical accuracy of management’s analysis.

Additionally, we evaluated the historical accuracy of management’s estimate by testing management’s retrospective review analysis that compared the prior period estimated accrued receivables and accrued claims payable to actual billing and claims data.

Valuation of deferred tax assets

Description of the Matter

As of December 31, 2020, the Company had deferred tax assets related to deductible temporary differences and carryforwards of $40.8 million, net of a valuation allowance of $0.2 million.

As discussed in Note 14 to the consolidated financial statements, the Company recognizes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount that management believes is more likely than not to be realized.

Auditing the Company’s assessment of the realizability of its deferred tax assets involved complex auditor judgment because management’s estimates of future taxable income are highly judgmental and based upon significant assumptions that may be affected by future market conditions and the Company’s performance.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s income tax process, including management’s assessment of the realizability of the deferred tax assets.

For example, we tested controls over management’s review of the significant assumptions and the underlying data used to determine the timing and amount of projected future taxable income.

Among other audit procedures performed, we evaluated the Company’s assessment of the realizability of deferred tax assets and the resultant valuation allowance including management’s estimates of future taxable income.

We compared management’s estimates of future taxable income, with actual results of prior periods, economic trends and other forecasted financial information prepared by the Company.

We involved our tax professionals to evaluate the application of tax law in the Company’s assessment.

We also tested the Company’s scheduling of the timing and amount of reversal of taxable temporary differences.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

March 1, 2021

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Cash and cash equivalents

Marketable securities

Accounts receivable, net of $16,199 and $6,320 of allowances at December 31, 2020 and December 31, 2019, respectively

Prepaid expenses and other current assets

Assets of discontinued operations, current

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’

EQUITY (DEFICIT)

Deferred tax assets

Other noncurrent assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Accrued expenses and other current liabilities

Convertible preferred stock warrant liabilities

Short term debt

Total current liabilities

Operating lease noncurrent liabilities

Other noncurrent liabilities

Total liabilities

Commitments and Contingencies (Note 15)

Convertible preferred stock (Note 12), $0.0001 par value;

100,000,000 and 314,930,070 shares authorized as of December 31, 2019 and December 31, 2018;

zero and 65,428,088 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively;

aggregate liquidation preference of $0 and $106,369 as of December 31, 2019 and December 31, 2018, respectively

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY

Common stock, $0.0001 par value;

1,000,000,000 shares authorized at December 31, 2019 and 417,000,000 at December 31, 2018;

84,188,202 and 5,155,407 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively

1,000,000,000 shares authorized at December 31, 2020 and 2019, respectively;

87,054,329 and 84,188,202 shares issued and outstanding at December 31, 2020 and 2019, respectively

Additional paid-in capital

Treasury stock, at cost, $0.0001 par value;

615,980 shares outstanding at December 31, 2019 and 589,320 at December 31, 2018

615,980 shares outstanding at December 31, 2020 and 2019, respectively

Accumulated deficit

Total stockholders’

equity (deficit)

Total liabilities, convertible preferred stock, and stockholders’

equity (deficit)

Accumulated Other Comprehensive Income

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these consolidated financial statements.

Progyny, Inc.

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

Year Ended December 31,

Cost of services

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Total operating expenses

Income (loss) from continuing operations

Other expense:

Interest expense, net

Income (loss) from operations

Other income (expense):

Interest income (expense), net

Convertible preferred stock warrant valuation adjustment

Total other expense, net

Loss from continuing operations, before tax

Total other income (expense), net

Income (loss) before income taxes

Benefit (provision) for income taxes

Net Loss from continuing operations

Net income (loss) from continuing operations

Net income from discontinued operations, net of taxes

Net (loss) income and comprehensive (loss) income

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders:

Basic and Diluted

Net income (loss)

Net income (loss) attributable to common stockholders

Net income (loss) per share attributable to common stockholders:

Continuing operations

Discontinued operations

Total net loss per share attributable to common stockholders basic and diluted

Weighted-average shares used in computing net (loss) earnings per share:

Basic and Diluted

Total basic net income (loss) per share attributable to common stockholders

Continuing operations

Discontinued operations

Total diluted net income (loss) per share attributable to common stockholders

Weighted-average shares used in computing net income (loss) per share:

The accompanying notes are an integral part of these consolidated financial statements.

Progyny, Inc.

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’

Equity (Deficit )

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

Year Ended December 31,

Net income (loss)

Other comprehensive income:

Unrealized gains on marketable securities

Total other comprehensive income

Total comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

Progyny, Inc.

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit )

(in thousands, except share and per share amounts)

Preferred Stock

Comprehensive

Balance at December 31, 2017

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Stock option exercise

Stock‑based compensation

Impact of adoption of 2016-09

Stock-based compensation

Impact of adoption of ASU 2016-09

Balance at December 31, 2018

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Balance at December 31, 2019

Issuance of employee equity awards, net of shares withheld

Stock-based compensation

Warrant exercise

Reduction in initial public offering costs

Impact of adoption of ASU 2016-13

Other comprehensive income

Balance at December 31, 2020

The accompany notes are an integral part of these consolidated financial statements.

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OPERATING ACTIVITIES

Net (loss) income

Net income (loss)

Income from discontinued operations, net of income tax

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Deferred tax expense (benefit)

Non-cash interest expense

Loss on debt extinguishment

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Accrued expenses and other current liabilities

Net cash provided by (used in) continuing operations

Net cash provided by (used in) discontinued operations

Other noncurrent assets and liabilities

Net cash provided by (used in) operating activities

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Purchase of property and equipment, net

Net cash provided by (used in) continuing operations

Net cash provided by (used in) discontinued operations

Purchase of marketable securities

Sale of marketable securities

Net cash (used in) continuing operations

Net cash provided by discontinued operations

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES

Proceeds from issuance of common stock upon initial public offering, net of issuance and offering costs

Proceeds from issuance of common stock upon initial public offering

Payment of initial public offering costs

Repayment of term loan

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Repurchase of common stock

Exercise of stock options

Proceeds from exercise of stock options

Payment of employee taxes related to equity awards

Proceeds from contributions to employee stock purchase plan

Exercise of stock warrants

Proceeds from issuance of convertible preferred stock and warrants, net

Net cash provided by (used in) continuing operations

Net cash provided by (used in) discontinued operations

Net cash provided by (used in) financing activities

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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Additions of property and equipment, net included in accounts payable and accrued expenses

Deferred initial public offering costs in accounts payable and accrued expenses

Non-cash settlement of liability

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Non-cash preferred stock warrant conversion to common stock warrant upon IPO

Non-cash deferred initial public offering costs in accounts payable and accrued liabilities

The accompanying notes are an integral part of these consolidated financial statements.

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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) medical device 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.

(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.

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.

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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.

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 $77.5 million from the IPO, after deducting underwriters’

discounts and commissions of $5.9 million and offering costs of $3.7 million.

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 $77.6 million from the IPO, after deducting underwriters’ discounts and commissions of $5.9 million and offering costs of $3.6 million.

Offering costs were initially capitalized and consisted 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 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.

Upon completion of the IPO, these 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.

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”).

Prior to December 31, 2020, the Company was 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.

The Company 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 was (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opted out of the extended transition period provided in the JOBS Act.

Based on the market value of the Company’s common stock as of June 30, 2020, the Company ceased to qualify as an emerging growth company as of December 31, 2020.

As a result, the Company no longer is able to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies and is required to adopt new or revised accounting standards as of the effective dates for public companies.

All new accounting pronouncements recently adopted as discussed in Note 2 – Summary of Significant Accounting Policies below were adopted in the fourth quarter of 2020 with an effective date of January 1, 2020.

Basis of Presentation

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All intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in United Sates (“U.S.

GAAP”).

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in United Sates (“U.S.

Additionally, there are many uncertainties regarding the ongoing coronavirus (“COVID-19”) pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it has impacted and may continue to impact its customers and members, its provider network, specialty pharmacy partners, employees, suppliers, vendors, and other business partners.

The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, future results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional and national markets.

The overall disruption of the healthcare and fertility markets and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.

The Company will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to its operations as necessary.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance.

Following the divestiture of Eeva, the Company operates and manages in one operating segment, providing fertility and pharmacy benefits solutions.

The Company defines its CODM as its Chief Executive Officer and its President, Chief Financial and Operating Officer.

The Company operates and manages in one operating segment, providing fertility and pharmacy benefits solutions.

The Company defines its CODM as its Chief Executive Officer and its President and Chief Operating Officer.

All long-lived assets are located in the United States and all revenue is attributed to the United States.

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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.

Such estimates include, but are not limited to, the determination of revenue recognition including accrued receivables and allowance for service changes and cancellations, accrued claims

payable, allowance for doubtful accounts, stock-based compensation, convertible preferred stock warrant liabilities, lease liabilities, and accounting for income taxes.

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.

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Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents are stated at fair value.

The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash and cash equivalents consist of cash, bank deposits, and treasury bills, as of December 31, 2019 and 2018.

Marketable securities, primarily consisting of U.S.

Government and agency securities with original maturities greater than three months but less than one year when purchased, are classified as available-for-sale, and are stated at fair value.

Unrealized gains and losses on marketable securities are excluded from earnings and reported as a component of other comprehensive income (loss).

Gross unrealized gains recorded within other comprehensive income as of December 31, 2020 were not significant.

Revenue Recognition

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● 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’

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.

Smart Cycles are proprietary treatment bundles that include certain medical services available to members through Progyny’s proprietary, credentialed network of provider clinics.

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.

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.

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.

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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.

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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.

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.

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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.

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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.

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, which includes assumptions regarding the lag between authorization date and service date.

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.

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Adjustments to original estimates have not been material.

As of December 31, 2019, accrued receivables and accrued claims payables were $16.0 million, and $9.8 million, respectively as compared to $9.5 million, and $6.7 million, respectively, as of December 31, 2018.

As of December 31, 2020 and 2019, accrued receivables, net of the allowance for service changes and cancellations discussed below, were $28.2 million and $16.0 million, respectively.

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.

Accrued claims payable of $22.8 million and $9.8 million as of December 31, 2020 and 2019, respectively, are included within accrued expenses and other current liabilities in the consolidated balance sheet.

Claims payable are generally paid within 30 days based on contractual terms.

As of December 31, 2020 and December 31, 2019, unbilled receivables, which represent claims received and approved but unbilled at the end of the reporting period, were $16.4 million and $8.5 million, respectively.

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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.

The Company estimates an allowance for changes and cancellations of services based upon historical experience.

Additionally, as a result of the adoption of ASU 2016-13- Financial Instruments – Credit Losses (Topic 326) , beginning January 1, 2020, the Company estimates the allowance for doubtful accounts based on the lifetime expected credit losses for the client and member receivable pools, respectively.

Under this model, the Company determines the allowance for doubtful accounts based on factors such as the age of the receivable balance, historical experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

The new standard requires a change in timing of loss recognition where an allowance for credit losses is now applied at the time the asset is recognized.

Prior to the adoption of ASU 2016-13, credit losses were determined based upon historical bad debts, current receivables balances, and the age of the receivables balances.

Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations.

The Company adopted the standard using the modified retrospective transition method, which resulted in a cumulative-effect adjustment to accumulated deficit of $1.2 million.

As a result, p eriods prior to the adoption date continue to be reported under the historical accounting guidance.

Years Ended December 31, 2020, 2019 and 2018

December 31, 2020

ASU 2016-13 Adoption Adjustment

Allowance for doubtful accounts

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Allowance for service changes and cancellations (1)

December 31, 2018

Allowance for doubtful accounts

Allowance for service changes and cancellations (1)

(1) Represents the allowance released as a result of the cancellation or adjustment to an authorized fertility benefits service treatment.

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(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;

Provider Account Management, PCA, Provider Relations and Claims Processing teams;

and (3) related information technology support costs.

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PCA and Provider Relations teams;

PCA, Provider Relations and Claims Processing 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.

The Company receives a rebate on formulations purchased and dispensed by the Company’s specialty pharmacy.

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.

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

The Company invests its cash and cash equivalents and marketable securities 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 17% and 14% each, or 31% total receivables as of December 31, 2019.

The Company regularly reviews the outstanding accounts receivable and makes estimates of expected credit and collectability trends for the allowance of credit losses based upon consideration of factors such as the age of the receivable balance, historical experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

Two customers accounted for 14% each, or a combined 28% total receivables as of December 31, 2020.

Two customers accounted for 17% and 14% each, or a combined 31% total receivables as of December 31, 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 client’s financial condition and collateral is generally not required.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable.

In such instances, the recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the assets.

If such assets are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset or asset group.

The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis.

There were no impairments recorded for the years ended December 31, 2019 and 2018.

To manage credit risk related to accounts receivable, the Company evaluates client’s financial condition and collateral is generally not required.

Property and Equipment

Property and equipment consist of computer equipment, machinery and equipment, furniture and fixtures, and leasehold improvements.

Property and equipment consist of computer equipment, machinery and equipment, furniture and fixtures, leasehold improvements, and capitalized software development costs.

The assets are stated at cost less accumulated depreciation and amortization.

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Goodwill represents the excess of the consideration transferred over the fair value of the assets acquired and liabilities assumed in a business combination.

Other intangible assets consist of trademarks, physician network, and the websites acquired in the Fertility Authority acquisition.

Other intangible assets consist of trademarks, physician network, and the

websites acquired in the Fertility Authority acquisition.

Goodwill, including other definite-lived intangible assets, are carried at their initial acquisition date fair value less any impairment.

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Goodwill is reviewed for impairment annually as of October 1st of each year or when an interim triggering event has occurred indicating potential impairment.

Events or changes in circumstances which could trigger an impairment review, which are assessed at the reporting unit level, include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel.

The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

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If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

The Company tests for goodwill impairment on each of its one reporting unit, which is at the operating segment or one level below the operating segment.

This analysis requires us to make a series of critical assumptions to (1) evaluate whether any impairment exists and (2) measure the amount of impairment.

The Company tests for goodwill impairment for each reporting unit, which is at the operating segment or one level below the operating segment.

This analysis requires us to make a series of assumptions to (1) evaluate whether any impairment exists and (2) measure the amount of impairment.

There was no impairment of goodwill or intangible assets for the years ended December 31, 2020, 2019, and 2018.

Convertible Preferred Stock Warrants

Freestanding warrants to purchase the Company’s convertible preferred stock are classified as liabilities on the accompanying consolidated balance sheets.

The convertible preferred stock warrants are recorded as liabilities because the underlying shares of convertible preferred stock are contingently redeemable, upon a deemed liquidation event which may obligate the Company to transfer assets at some point in the future to settle these warrants.

The warrants are recorded at estimated fair value and are subject to remeasurement at each balance sheet date and recorded in Other Income (expense), in the accompanying consolidated statement of operations and comprehensive (loss) income.

In connection with the IPO, all convertible preferred stock warrants were converted to common stock warrants.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable.

If such assets are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset or asset group.

The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis.

There were no impairments recorded for the years ended December 31, 2020, 2019 and 2018.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use assets, accrued expenses and other current liabilities, and operating lease noncurrent liabilities on our consolidated balance sheets.

As of December 31, 2020, the Company has no financing lease arrangements.

In accordance with ASC 842, which the Company adopted on January 1, 2020, the Company records a right-of-use asset (“ROU”) and lease liability in connection with its operating leases.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

To determine the present value of lease payments, the Company utilizes the rate implicit in the lease, if available.

If the rate implicit in the lease is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of the lease payments.

The determination of the Company’s incremental borrowing rate requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles.

The rate is then adjusted for the lease term and other specific terms included in the Company’s lease arrangements.

The incremental borrowing rate is subsequently reassessed upon a

modification to the lease arrangement.

The operating lease ROU asset also includes any lease payments made prior to commencement date and excludes lease incentives and initial direct costs incurred.

ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets.

Stock-Based Compensation

The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (ASC 718).

ASC 718 requires all share-based payments, including grants of stock options, to be recognized in the consolidated statements of operations and comprehensive income (loss) based on their respective fair values.

For non-employee awards a measurement date is normally reached when performance is completed, and the fair value is remeasured as the stock options vest.

The fair value of the Company’s stock options has been determined using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends.

Due to the lack of historical and implied volatility data of the Company’s common stock, the expected stock price volatility has been estimated based on the historical volatilities of a specified group of companies in Progyny’s industry for a period equal to the expected life of the option.

The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (ASC 718).

ASC 718 requires all share-based payments, including restricted stock units and grants of stock options, to be recognized in the consolidated statements of operations based on their respective fair values.

For non-employee awards, a measurement date is normally reached when performance is completed, and the fair value is remeasured as the awards vest.

The fair value of the Company’s restricted stock units has been determined utilizing the closing market price of the Company’s common stock on the date of the grant.

The fair value of the Company’s stock options and stock purchased under the employee stock purchase plan has been determined using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends.

Progyny selected companies with comparable characteristics to the Company, including enterprise value, risk profiles and position within the industry and with historical share price information sufficient to meet the expected term of the stock options.

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therefore, the expected dividend yield is zero.

Effective January 1, 2018, the Company adopted ASU 2016-09, Compensation—Stock Compensation which in turn resulted in a change in accounting policy to account for forfeitures as they occur.

Prior to January 1, 2018, forfeitures were estimated at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates.

The adoption resulted in a transition adjustment of $213,000, recorded to Accumulated deficit.

The Company’s share-based awards are subject to either service-based or performance-based vesting conditions.

The Company recognizes compensation expense for service-based awards over the vesting period of the

award on a straight-line basis.

The adoption resulted in a transition adjustment of $0.2 million, recorded to accumulated deficit.

The Company’s share-based awards are subject to either service-based or performance-based vesting conditions.

The Company recognizes compensation expense for service-based awards over the vesting period of the award on a straight-line basis.

Compensation expense related to awards with performance-based vesting conditions is recognized when achievement of the performance condition is considered probable over the requisite service period.

Common Stock Valuation

The Company has historically granted stock options at exercise prices equal to the fair value as determined by the Board of Directors on the date of grant.

Prior to the IPO and in the absence of a public trading market, the Board of Directors, with input from management, exercised significant judgement and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock as of the date of each stock option grant, including:

the Company’s financial performance

Prior to the Company’s IPO on October 29, 2019, the Company had historically granted stock options at exercise prices equal to the fair value as determined by the Board of Directors on the date of grant.

● the Company’s financial performance

● the rights, preferences and privileges of the convertible preferred stock relative to those of the common stock;

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In addition, the Board of Directors considered the independent valuations completed by a third-party valuation consultant.

The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation .

In performing these valuations, the Board of Directors considered a variety of relevant factors and valuation methodologies in accordance with the guidelines.

Following the IPO, the Board of Directors determines the fair market value for all common stock grants based on the closing market price of our common stock, on the date of grant, as reported by Nasdaq.

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”).

Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes.

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The impact of tax law changes is recognized in periods when the change is enacted.

The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date.

The impact of tax law changes is recognized in periods when the change is enacted.

A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return.

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The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

The Company’s policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the consolidated statements of operations and comprehensive (loss) income.

December 31, 2019, 2018 and 2017, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations and comprehensive (loss) income.

As of December 31, 2020, 2019 and 2018, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations.

Fair Value of Financial Instruments and Fair Value Measurements

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The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:

Level 1—Quoted prices in active markets for identical assets and liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Level 1—Quoted prices in active markets for identical assets and liabilities.

observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable accounts payable and the term loan approximate fair value due to their short maturities.

Warrants to purchase shares of the Company’s convertible preferred stock are stated at fair value and remeasured at the end of each reporting period.

Net (Loss) Income per Share Attributable to Common Stockholders

Basic net (loss) income 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 carrying amounts of certain of the Company’s financial instruments, including cash equivalents, marketable securities, accounts receivable, accounts payable and the term loan approximate fair value due to their short maturities.

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 (loss) income per share using the two-class method.

Accordingly, the net (loss) income attributable to common stockholders is derived from the net (loss) income 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 shareholder 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 (loss) income attributable to common stockholders is computed by adjusting (loss) income 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 (loss) income per share attributable to common stockholders is computed by dividing the diluted net (loss) income 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.

For the years ended December 31, 2019 and 2018, 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 shareholder rights.

Diluted net income (loss) attributable to common stockholders is computed by adjusting (loss) income 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 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:

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.

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.

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 Accounting Standards Codification (“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.

In June 2016, the FASB issued ASU 2016-13 which replaces the incurred loss impairment methodology in current U.S.

The Company adopted this standard on January 1, 2020, using the modified retrospective transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented.

As a result, p eriods prior to the adoption date continue to be reported under the historical lease accounting guidance.

In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company not to reassess (i) whether any expired or existing contracts contained leases, (ii) the lease classification for any expired or existing

leases, and (iii) initial direct costs for existing leases.

The Company also elected to not reassess lease terms for existing leases using hindsight and to account for each separate lease and non-lease component as a single lease component.

As a result of the adoption of the new leasing guidance, t he Company recorded right-of-use assets and lease liabilities of $9.5 million and $9.9 million, respectively.

The right-of-use assets are classified within Operating lease right-of-use assets on the Company’s consolidated balance sheet.

Lease liabilities are classified within accrued expenses and other current liabilities and operating lease noncurrent liabilities on the Company’s consolidated balance sheet.

The adoption of the standard did not materially impact the Company’s statement of operations or statement of cash flows for the year ended December 31, 2020.

See Note 7 – Leases for further details.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) which replaces the incurred loss impairment methodology in current U.S.

GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

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, 2022.

As the Company elected the private company transition rules as part of the IPO process, the ASU is effective for the Company for annual periods beginning after December 15, 2022, and interim periods within those years.

The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

The Company adopted this standard as of January 1, 2020 using the modified retrospective transition method, which resulted in a cumulative-effect adjustment to accumulated deficit of $1.2 million.

The adoption of the new standard impacted our methodology for calculating and estimating our allowance for doubtful accounts.

As a result, p eriods prior to the adoption date continue to be reported under the historical accounting guidance.

The Company adopted this standard on January 1, 2020.

The adoption of the new standard did not have a material effect on the Company’s financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

The standard is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, as well as improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

The new standard will be effective for the Company for the fiscal year beginning January 1, 2021.

The Company is currently evaluating the impact this ASU will have on its financial statements.

Disaggregated revenue

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Concentration of Major Clients

For the year ended December 31, 2019, three clients accounted for 16%, 15% and 10%, or 41% of our total revenue.

For the year ended December 31, 2018 three clients accounted for 24%, 14%, and 10%, or 48% of our total revenue.

Fair Value Measurement

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

December 31, 2019

Convertible preferred stock warrant liability

December 31, 2018

Convertible preferred stock warrant liability

The estimated fair values of the convertible preferred stock warrant liabilities (see Note 10) 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):

Preferred Stock

Balance as of December 31, 2018

Changes in estimate fair value of warrants

Conversion of convertible preferred stock warrants to common stock warrants upon IPO

Balance at December 31, 2019

During the years ended December 31, 2019 and 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.

For the year ended December 31, 2020, two clients accounted for 18% and 17%, or a combined 35%, of our total revenue.

No other clients accounted for more than 10% for the year ended December 31, 2020.

For the year ended December 31, 2019, three clients accounted for 16%, 15%, and 10%, or a combined 41%, of our total revenue.

year ended December 31, 2018, three clients accounted for 24%, 14%, and 10%, or a combined 48%, of our total revenue.

Fair Value of Financial Instruments

As of December 31, 2020, the Company had $66.3 million in financial assets held in money market accounts and $39.0 million held in marketable securities, both of which were classified as Level 1 in the fair value hierarchy.

The Company measured these assets at fair value.

The Company classified these assets as Level 1 because the values of these assets are determined using unadjusted quoted prices in active markets for identical assets.

During the year ended December 31, 2020, the Company had $15,000 and $29,000 of net realized gains related to its money market accounts and marketable securities, respectively.

As of December 31, 2019, the Company did not have any financial instruments classified as Level 1 in the fair value hierarchy.

During the years ended December 31, 2020 and December 31, 2019, the Company did not maintain any assets or liabilities classified as Level 2 or Level 3 in the fair value hierarchy.

Property and Equipment, Net

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Machinery and equipment

Computers and software

Computers and hardware

Leasehold improvements

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Depreciation expense was approximately $744,000, $650,000, and $400,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

Intangible Assets, Net

Intangible assets consist of the following (in thousands):

Physician Network

accumulated amortization

Total intangible assets, net

Amortization expense was $1.2 million for the year ended December 31, 2020 and $1.5 million for the years ended December 31, 2019, and 2018.

As of December 31, 2020, the future amortization expense of other intangible assets is as follows (in thousands):

Year ending December 31:

In September 2019, the Company’s lease agreement for its corporate headquarters in New York, NY commenced and will expire in May 2029.

Pursuant to the lease, 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 Company recognizes lease expense on a straight-line basis over the lease term.

Lease expense for our operating lease for the year ended December 31, 2020 was $1.3 million.

Information related to our leases is as follows (in thousands):

Balance Sheet Location

December 31, 2020

Operating Leases

Right-of-use asset

Operating lease right-of-use assets

Short-term lease liabilities

Accrued expenses and other current liabilities

Long-term lease liabilities

Operating lease noncurrent liabilities

Other information

Cash outflows from operating activities attributable to operating leases

Weighted average remaining lease term, operating lease

Weighted average discount rate, operating lease

Future minimum facility lease payments as of December 31, 2020, are as follows (in thousands):

Operating Lease Payments as of December 31, 2020

Year Ending December 31:

Total undiscounted lease payments

imputed interest

Present value of lease liabilities

current portion of operating lease liabilities

Operating lease noncurrent liabilities

Future minimum facility lease payments as of December 31, 2019, are as follows (in thousands):

Operating Lease Payments as of December 31, 2019

Year Ending December 31:

Rent expense under our operating leases was approximately $1.2 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively.

The terms of the facility lease provide for rental payments on a monthly basis and on a graduated scale.

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 shareholder 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.

The Company determined that the Eeva business met the criteria to be classified as held for sale as of December 31, 2016, representing a strategic shift in Progyny’s operations.

With the amendment of the license agreement in May 2016, management committed to a plan to sell the business and move from the medical device business to the fertility benefits business which represented a strategic shift.

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

This transaction had no impact on the consolidated statement of operations and comprehensive income (loss) for the fiscal year of 2019.

This transaction had no impact on the consolidated statement of operations for the fiscal years of 2019 and 2020 and no impact on the statement of cash flows for the fiscal year of 2020.

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):

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Proceeds from sale of business, net of costs

Intangible Assets, Net

Intangible assets consist of the following (in thousands):

Physician Network

accumulated amortization

Total intangible assets, net

Amortization expense was $1.5 million for the years ended December 31, 2019, 2018, and 2017.

As of December 31, 2019, the future amortization expense of other intangible assets is as follows (in thousands):

Year ending December 31:

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities cons ist of the following (in thousands):

Accrued expenses and other current liabilities consist of the following (in thousands):

Accrued claims payable

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Total accrued expenses and other current liabilities

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”).

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, which was amended in April 2019, January 2020, June 2020, and February 2021 (“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.

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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.

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 inter est payable monthly.

Interest is paid based upon the borrowed funds.

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;

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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 financial covenant requires the Company to achieve a specified minimum quarterly revenue as defined by the SVB Line of Credit.

The Company was in compliance with all requirements and its covenant of the revolving credit facility as of December 31, 2020 and December 31, 2019.

Prior to the repayment of the Term Loan, the Company recorded interest of $163,000 and accretion of the debt discount of $75,000 in Interest expense, net for the year ended December 31, 2018.

As of December 31, 2019, and December 31, 2018, the Company had $0 and $253,000 drawn on the SVB Line of Credit, respectively.

During the year ended December 31, 2019, the Company recorded interest expense on the SVB Line of Credit of $213,000.

Convertible Preferred Stock Warrants

In connection with the IPO on October 25, 2019 the convertible preferred warrants converted to common stock warrants.

Therefore, as of December 31, 2019 the Company had no outstanding convertible preferred warrants.

Prior to the conversion, the convertible preferred stock warrants were valued using the price as of the IPO date of $13 less the exercise price of $1.73 per common share.

In the fourth quarter of 2019, 482,661 common stock warrants were exercised for 441,307 shares of common stock at a weighted average exercise price of $1.59.

As of 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 $4.6 million 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 in 2019 or 2018.

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

(in thousands)

Total warrants and liability as of December 31, 2018

Revaluation of remaining warrants

Conversion of preferred stock warrants to common stock warrants

Total warrants and liability as of December 31, 2019

Commitments and Contingencies

In September 2019, the Company entered into a lease agreement for its corporate offices in New York, NY.

The lease is for a 25,212 square foot office and will expire in May 2029.

Future minimum facility lease payments as of December 31, 2019, are as follows (in thousands):

Year Ending December 31:

Rent expense under operating leases was approximately $1,165,000, $878,000 and $650,000 for the years ended December 31, 2019, 2018, and 2017 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 with 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 claim 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.

Stockholders’

Equity (Deficit)

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:

Convertible preferred stock

Warrants in Series B convertible preferred stock issued and outstanding

Common stock warrants

Shares available for grants under stock option plan

Options issued and outstanding under stock plan

Total common stock reserved for future issuance

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.

The Company had $0 drawn on the SVB Line of Credit as of December 31, 2020 and 2019, and $253,000 drawn as of December 31, 2018.

The Company recorded interest expense on the SVB Line of Credit of $75,000 and $213,000 during the years ended December 31, 2020 and 2019, respectively.

Stockholders’ Equity

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.

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.

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

The Company had 615,980 shares of treasury stock as of December 31, 2020 and 2019, and 589,320 shares of treasury stock as of December 31, 2018.

Common Stock Warrants

In February and June of 2016, the Company issued common stock warrants to non-employees to acquire 71,280 and 69,114 shares of the Company’s common stock at an exercise price of $0.86 and $1.41 per share, respectively.

The common stock warrants expire on the fifth anniversary of the grant.

Additionally, in connection with the IPO on October 25, 2019, all outstanding convertible preferred warrants were converted to common stock warrants.

As of December 31, 2020 and 2019, the Company had 1,419,415 and 1,607,864 common stock warrants outstanding, respectively.

For the year ended December 31, 2020, 188,449 common stock warrants were exercised for 177,854 shares of common stock at a weighted average exercise price of $1.73.

For the year ended December 31, 2019, 482,661 warrants were exercised for 441,307 shares of common stock at a weighted average exercise price of $1.59.

In addition, 69,114 warrants were cancelled in 2019.

The Company did not recognize compensation expense relating to the common stock warrants for the years ended December 31, 2020 and 2019 as they were all fully vested.

For the years ended December 31, 2018, the Company recognized total compensation expense of $0.3 million relating to the common stock warrants.

Stock Incentive Plan

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 Equity Incentive Plan (the “2017 Plan”).

In October 2019, the Company’s Board of Directors and stockholders adopted and approved the 2019 Equity Incentive Plan, as amended (the “2019 Plan”), as the successor to continuation of the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”).

No further grants were made under the 2017 Plan from the date that the 2019 Plan became effective.

consisting of (a) shares that remain available for the issuance of awards under the 2017 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;

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 remained available for the issuance of awards under the 2017 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.

As of December 31, 2018, the Company maintained two stock-based compensation plans:

(i) the 2008 Stock Plan (the “2008 Plan”) and (ii) the 2017 Plan.

As of December 31, 2018, the Company maintained two equity incentive plans:

(i) the 2008 Stock Plan (the “2008 Plan”) and (ii) the 2017 Plan.

All awards issued in 2018 were issued pursuant to the 2017 Plan.

Under the Company’s 2017 Plan and consistent with the 2008 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 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.

Under the Company’s 2017 Plan and consistent with the 2008 Plan, options and other stock awards to purchase shares of common stock may be granted to employees, directors, and consultants.

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 December 31, 2019 and December 31, 2018.

Stock Option Activity

A summary of the Company’s stock option activity is as follows:

There were no unvested shares subject to repurchase as of December 31, 2020, 2019, and 2018.

As of December 31, 2020 and 2019, 5,287,341 and 3,124,254 shares of common stock, respectively, remained available for future grants under the 2019 Plan.

Under the 2019 Plan, subject to any adjustments necessary to implement any capitalization adjustments, an annual increase to the number of shares issuable is automatically added on January 1 of each year for a period of ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 4% of the total number of shares of common stock outstanding on December 31 of the preceding year.

Stock Options

Stock options are exercisable based on the terms and conditions outlined in the applicable award agreement.

Stock options generally vest over four years and expire ten years from the date of grant.

A summary of the Company’s stock option activity for the year ended December 31, 2020 is as follows:

(In thousands)

Balances at December 31, 2018

Additional shares authorized for grant

Options granted

Options exercised

Options forfeited

Options cancelled

Shares expired due to termination of 2008 Plan

Balances at December 31, 2019

Options exercisable at December 31, 2018

Options vested and expected to vest at December 31, 2019

Options exercisable at December 31, 2019

The total intrinsic value of options exercised was $50,846 and $59,000 for the years ended December 31, 2019 and 2018, respectively.

The weighted average fair value of options to purchase common stock granted was $2.68 and $1.14 in the years ended December 31, 2019 and 2018, respectively.

The fair value of options to purchase common stock vested was $2.8 million and $3.7 million in the years ended December 31, 2019 and 2018.

Immediately prior to the IPO, options representing 1,311,944 shares of common stock were exercised at an average exercise price of $0.94.

Outstanding at December 31, 2019

Outstanding at December 31, 2020

Exercisable at December 31, 2019

Exercisable at December 31, 2020

The total intrinsic value of options exercised was $79.6 million, $50.8 million, and $59.0 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The weighted average grant date fair value of options granted was $26.56, $2.68, and $1.14 in the years ended December 31, 2020, 2019 and 2018, respectively.

The total grant date fair value of options vested was $9.3 million, $2.8 million, and $3.7 million in the years ended December 31, 2020, 2019 and 2018, respectively.

The total unrecognized compensation cost related to unvested options was approximately $26.2 million at December 31, 2020.

The weighted-average remaining recognition period is approximately 2.8 years.

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

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48.6% - 49.0%

48.1% - 48.9%

Expected dividend rate

Restricted Stock Units

During the year ended December 31, 2020, the Company began granting restricted stock units under the 2019 Equity Incentive Plan.

Restricted stock units vest based on the terms outlined in the applicable award agreement, which is generally over a period of 4 years.

A summary of the Company’s restricted stock unit activity is as follows:

Outstanding at December 31, 2019

Outstanding at December 31, 2020

The total intrinsic value of restricted stock units vested was $1.4 million for the year ended December 31, 2020.

The weighted-average grant date fair value of restricted stock units granted was $25.46 for the year ended December 31, 2020.

The total unrecognized compensation cost related to unvested restricted stock units was approximately $11.1 million at December 31, 2020.

The weighted-average remaining recognition period is approximately 3.1 years.

Share-Based Compensation Expense

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

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Total stock-based compensation expense

At December 31, 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 $19.3 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 3.1 years.

The common stock warrants expire on the fifth anniversary of the grant.

As of December 31, 2017 and 2018, all warrants remain outstanding.

In 2019, 482,661 warrants were exercised for 441,307 shares of common stock at a weighted average exercise price of $1.59.

In addition, 69,114 warrants were cancelled in 2019.

For the years ended December 31, 2017 and 2018, the Company recognized total compensation expense $259,000, relating to the common stock warrants.

All warrants were fully vested as of January 1, 2019.

As a result of the adoption of ASU No.

2018-07, mark-to-market fair value accounting is not required and as all warrants were fully vested as of January 1, 2018, the Company did not recognize compensation expense relating to the common stock warrants for the year ended December 31, 2019.

The fair value of the common stock warrants was determined using the Black-Scholes option-pricing model with the following assumptions:

Contractual remaining life (years)

Risk-free interest rate

Expected volatility

Expected dividend yield

A tax provision of $12,000, and a tax benefit of $1.8 million and $3,000 was recorded for the year ended December 31, 2019, 2018, and 2017, respectively, as part of continuing operations.

Net Income (Loss) Per Share

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

Basic net income (loss) per common share:

Net income (loss)

Net income (loss) from discontinued operations, net of tax

Deemed dividends on convertible preferred stock

Net income (loss) attributable to common stockholders

Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders

Basic net income (loss) per share attributable to common stockholders

Diluted net income (loss) per common share:

Net income (loss) attributable to common stockholders

Diluted net income (loss) attributable to common stockholders

Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholder

Effect of dilutive securities

Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders

Diluted net income (loss) per share attributable to common stockholders

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

Redeemable convertible preferred stock

Options to purchase common stock

Shares issuable under ESPP

Warrants to purchase common stock

Warrants to purchase convertible preferred stock

Total potential dilutive shares

401(k) Plan and ESPP

The Company sponsors a 401(k) defined contribution plan covering all employees and began employer contributions in 2018.

The Company incurred expenses of $0.5 million, $0.4 million, and $0.3 million for the years ended December 31, 2020, 2019, and 2018 respectively.

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.

As of December 31, 2020, 1,596,323 shares of common stock remained available to be issued under the ESPP.

The first purchase period commenced on October 25, 2019 and ended on July 31, 2020 with proceeds of $1.1 million used for the purchase of shares of common stock.

The second purchase period commenced on August 1, 2020 and ended on January 31, 2021.

A tax benefit of $37.8 million and $1.8 million was recorded for the years ended December 31, 2020 and 2018, as part of continuing operations.

A tax provision of $12,000 was recorded for the year ended December 31, 2019.

The provision/(benefit) from income taxes is composed of the following (in thousands):

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A reconciliation of the U.S.

statutory income tax rate to the Company’s effective tax rate is as follows:

federal statutory income tax rate to the Company’s effective tax rate is as follows:

Income tax provision at statutory rate

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Change in valuation allowance

Effect of tax legislation

State rate change

Effective tax rate

The Company’s effective tax rate for the years ended December 31, 2020, 2019 and 2018 was (436%), 0%, and 26%, respectively.

For the year ended December 31, 2020, the effective tax rate differs from the U.S.

federal statutory rate primarily due to the release of the valuation allowance in this period, in addition to permanent tax adjustments, including windfalls upon the vesting of RSUs and exercise of stock options.

For the year ended December 31, 2019, the effective tax rate differs from the U.S.

federal statutory rate due to the increase in valuation allowance.

ended December 31, 2018, the effective tax rate differs from the U.S.

federal statutory rate due to the decrease in valuation allowance offset by permanent tax adjustments.

Deferred Tax Balances

The components of the Company’s net deferred tax assets and liabilities are as follows (in thousands):

Deferred tax assets:

Net operating loss carryforwards

Capitalized start‑up costs

Research and development credits

Stock-based compensation

Accruals and reserves

Operating lease liabilities

Property and equipment

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Deferred tax liabilities:

Deferred gain

Operating lease right-of-use assets

Total deferred tax liabilities

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The valuation allowance decreased by approximately $1.1 million during the year ended December 31, 2018 and increased by $2.9 million during the year ended December 31, 2019.

As of December 31, 2019, the Company continues to maintain a full valuation allowance against its net deferred tax assets.

As of December 31, 2020, the Company achieved three years of cumulative income, along with projections of profitability, for which management determined that there is sufficient positive evidence to conclude that it is more likely than not that substantially all of the deferred tax assets will be realized.

As such, $28.5 million of the valuation allowance has been released.

As of December 31, 2020, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $86.3 million and $85.0 million, respectively, which expire beginning in the year 2027.

The federal and California research and development tax credits are approximately $729,000 and $830,000 respectively.

In addition to the above federal net operating losses, the Company has net operating losses of $19.7 million with an indefinite carryforward period.

There are certain state net operating losses that follow the federal carryforward period and are indefinite in nature.

The federal and California research and development tax credits are approximately $0.7 million and $0.8 million, respectively.

The federal research credits will begin to expire in 2030 and the California research and development credits have no expiration date.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may occur, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions.

Such annual limitation could result in the expiration of net operating losses and credits before their utilization.

The Company has not performed a detailed analysis to determine if an ownership change has occurred as a result of the initial public offering.

As of December 31, 2019 and 2018, the Company had not accrued any interest or penalties related to uncertain tax positions.

The Company has most recently performed an analysis that confirmed an ownership change has not occurred as of December 31, 2020.

Unrecognized Tax Benefits

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Balance at the end of the year

None of unrecognized tax benefits would materially impact the effective tax rate if realized during the year due to the Company’s full valuation allowance position.

In order for these unrecognized tax benefits to be realized, the net operating loss carryforwards must be utilized first.

The Company does not anticipate any material change in its unrecognized tax benefits over the next twelve months.

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All tax years since inception remain open to examination due to the carryover of unused net operating losses and tax credits.

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to U.S.

income tax law.

Effective in 2018, The Tax Act reduced the U.S.

corporate statutory tax rate from 35% to 21%, allowed for immediate expensing of certain qualified capital property, eliminated the net operating loss carryback but allowed for indefinite net operating loss carryforwards that can reduce up to 80% of taxable income and created a new limitation on the deductibility of interest expense.

Accounting for the income tax effects of the Tax Act requires significant judgments and estimates in the interpretation and calculation of the provisions of the Tax Act.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects of the Tax Act in the consolidated financial statements for the year ended December 31, 2017, as permitted under ASU 2018-05 Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SAB 118.

The remeasurement of the Company’s U.S.

deferred taxes due to the reduction in the U.S.

federal corporate tax rate resulted in a reduction of deferred tax assets offset by a reduction of the Company’s valuation allowance, resulting in no net income impact during the year ended December 31, 2017.

The accounting for these items was completed in the

fourth quarter of 2018, the end of the measurement period for purposes of SAB 118, and there were no adjustments related to the provisional items.

Net Income (Loss) Per Share

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

Basic and diluted earnings (loss) per common share:

Net (loss) income

Net income from discontinued operations, net of tax

Deemed dividends on convertible preferred stock

Undistributed earnings to participating securities

Net loss attributable to common stockholders

Weighted-average shares used in computing basic and diluted loss per share attributable to common stockholders

Basic and diluted net earnings (loss) per share attributable to common stockholders

Diluted (loss) income per common share:

Net (loss) income attributable to common stockholders

Adjustments to undistributed earnings of participating securities

Diluted net (loss) income per share attributable to common stockholders

Weighted-average shares used in computing basic net earnings (loss) per share attributable to common stockholder

Add options to purchase common stock

Weighted-average shares used in computing basic net (loss) income per share attributable to common stockholders

Diluted net (loss) income per share attributable to common stockholders

Redeemable convertible preferred stock

Options to purchase common stock

Warrants to purchase common stock

Warrants to purchase convertible preferred stock

Total potential dilutive shares

401(k) Plan and ESPP

The Company sponsors a 401(k) defined contribution plan covering all employees.

Employer contributions began in 2018 and the Company incurred expenses for the year ended December 31, 2018 of $263,000.

For the year ended December 31, 2019 the Company incurred expenses of $355,000.

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.

As of December 31, 2019, zero shares of common stock have been purchased.

The first purchase period will commence on July 31, 2020.

Commitments and Contingencies

Arbitration/Litigation

On March 13, 2019, the Company terminated the Agreement for material breach with the vendor.

On April 3, 2019, the vendor filed a Second Amended Demand for Arbitration (“SAD”) for breach of the Agreement.

The vendor was seeking $25.0 million in 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 Arbitration Panel held additional hearings for the two remaining claims between August 17, 2020 and August 26, 2020.

Final arguments were held on October 20, 2020.

Based on a willingness to expeditiously resolve the matter, the parties proposed settlement to the panel on November 16, 2020.

In December 2020, the Company finalized and settled the arbitration for $5.75 million without admission of liability to avoid further legal costs.

Indemnifications

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.

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.

Refer to Note 6 - Divestitures.

In June 2018, the Company redeemed and retired 1,202,196 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 excess of the purchase price over the carrying value $(1.73) of $425,000 has been recorded as a dividend in accumulated deficit as of December 31, 2018.

Refer to Note 12 for further detail on this transaction.

Unaudited Quarterly Results of Operations Data

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Our unaudited quarterly results of operations have been prepared on the same basis as our audited consolidated financial statements, and we believe they reflect all normal recurring adjustments necessary for the fair statement of our results of operations for these periods.

This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this

Annual Report.

This information

should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report.

Our historical operating data may not be indicative of our future performance.

6 unchanged sentences

Total operating expenses

(Loss) income from operations

Interest expense, net

Income (loss) from operations

Interest income (expense), net

Convertible preferred stock warrant valuation adjustment

Total other expense, net

(Loss) income from continuing operations, before tax

Total other income (expense), net

Income (loss) before income taxes

Benefit (provision) for income taxes

Net (loss) income from continuing operations

Net income from discontinued operations, net of taxes

Net (loss) income

Net (loss) income attributable to common stockholders

Net loss per share attributable to common stockholders:

Basic and Diluted

Continuing operations

Discontinued operations

Total net loss per share attributable to common stockholders basic and diluted

Weighted-average shares used in computing net (loss) earnings per share:

Basic and Diluted

Net income (loss)

Net income (loss) attributable to common stockholders

Net income (loss) per share attributable to common stockholders:

Weighted-average shares used in computing net income (loss) per share:

(1) In the fourth quarter of 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” with an adoption date of January 1, 2020.

As such, quarterly financial information for the interim periods of 2020 has been recast with resulting impacts to the previously disclosed general and administrative expense of $0.4 million, $(0.7) million, and $0.5 million for the three-month periods ended March 31, 2020, June 30, 2020, and September 30, 2020, respectively.

Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data