0001636422-23-000033 | 10-K | XBRL Viewer

Accrued liabilities

12 Months Ended

Dec. 31, 2022

Accrued liabilitiesAs of December 31, 2022 and 2021, accrued liabilities consisted of the following (in thousands):


	As of December 31,
	2022		2021

Accrued compensation and benefit expenses	$	12,180	$	17,430
Restructuring liabilities	1,837		—
Other accrued liabilities	5,674		6,295
Total accrued liabilities	$	19,691	$	23,725

Deferred Revenue and Performance Obligations

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Deferred Revenue and Performance Obligations

Revenue

Disaggregation of revenue

The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands):


	Year Ended December 31,
	2022		2021		2020
Recurring technology	$	175,808	$	147,446	$	110,467
One-time technology (i.e., perpetual license)	480		272		—
Professional services	99,948		94,208		78,378
Total revenue	$	276,236	$	241,926	$	188,845

For the years ended December 31, 2022, 2021, and 2020, 98.0%, 99.2%, and 99.8% of revenue was related to contracts with clients located in the United States.

Deferred Revenue and Performance Obligations

Deferred revenue includes advance client payments and billings in excess of revenue recognized. For the year ended December 31, 2022, approximately 20% of the revenue recognized was included in deferred revenue at the beginning of the period.

Transaction price allocated to the remaining performance obligations

Most of our technology and professional services contracts have a three or five-year term, of which many are terminable after one year upon 90 days’ notice. For arrangements that do not allow the client to cancel within one year or less, we expect to recognize $110.9 million of revenue on unsatisfied performance obligations as of December 31, 2022. We expect to recognize approximately 70% of the remaining performance obligations over the next 24 months, with the balance recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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+ Details

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial InstrumentsAssets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	114,532	$	—	$	—	$	114,532
U.S. Treasury notes	62,977		—		—		62,977
Commercial paper	—		150,726		—		150,726
Corporate bonds	—		26,079		—		26,079
U.S. agency securities	—		7,396		—		7,396

Total	$	177,509	$	184,201	$	—	$	361,710

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Money market funds	$	173,475	$	—	$	—	$	173,475

Commercial paper	—		153,498		—		153,498
Corporate bonds	—		71,214		—		71,214
Asset-backed securities	—		31,466		—		31,466
Contingent consideration liabilities	—		—		(19,295)		(19,295)
Total	$	173,475	$	256,178	$	(19,295)	$	410,358

There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2022 and 2021.

Convertible Senior Notes

As of December 31, 2022, the estimated fair value of our convertible senior notes, with aggregate principal totaling $230.0 million, was $200.4 million. We estimate the fair value based on quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). These convertible senior notes are recorded at face value less unamortized debt discount and transaction costs on our consolidated balance sheets. Refer to Note 10—Convertible Senior Notes and Credit Facilities for further information.

Level 3 fair value measurements

Consideration for the acquisition of Healthfinch, Inc. (Healthfinch) included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Healthfinch during an earn-out period that ended on July 31, 2021. The first half of the Healthfinch earn-out contingent consideration liability was settled during 2021 for cash consideration of $1.7 million and the issuance of 78,243 shares of our common stock. The remaining Healthfinch contingent consideration liability was fully settled during the first quarter of 2022 for cash consideration of $1.7 million and the issuance of 78,248 shares of our common stock.

The Twistle acquisition consideration included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Twistle during an earn-out period that ended on June 30, 2022. The Twistle contingent consideration was capped at $65.0 million and was paid in a combination of approximately 20% cash and 80% in shares of our common stock. The Twistle contingent consideration liability was fully settled during the third quarter of 2022 for cash consideration of $1.6 million and the issuance of 439,327 shares of our common stock.

The Able Health and Vitalware earn-out contingent consideration liabilities were fully settled during the year ended December 31, 2021 and there were no contingent consideration liabilities related to the acquisitions of KPI Ninja and ARMUS.

There were no contingent consideration liabilities outstanding as of December 31, 2022. The following table sets forth a summary of the changes in the fair value of the contingent consideration liabilities, which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at December 31, 2021	$	19,295
Change in fair value of contingent consideration liabilities	(5,925)
Settlement of contingent consideration	(13,370)
Balance at December 31, 2022	$	—

Nonrecurring fair value measurementsWe recorded impairment charges of $3.8 million and $1.8 million related to the impairment of ROU assets, leasehold improvements, and furniture and fixtures associated with recently subleased office space during the years ended December 31, 2022 and 2021, respectively. These impairment charges were derived from the difference between the carrying value and the fair value of the relevant asset groups. The fair value of these asset groups was estimated using a discounted cash flow analysis of the subleased space and included certain unobservable (Level 3) inputs, including the anticipated future sublease terms and rates. Refer to Note 9 - Leases for further information.

- Definition

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

+ References + Details

Related Parties (Details) - USD ($) $ in Millions	12 Months Ended
Related Parties (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Board member
Related Party Transaction [Line Items]
Revenue recognized from related party	$ 0.9	$ 2.6

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Less Adjusted Gross Profit reconciling items:
Stock-based compensation	$ (72,104)	$ (65,145)	$ (37,957)
Less other reconciling items:
Sales and marketing	(87,514)	(75,027)	(55,411)
Research and development	(75,680)	(62,733)	(53,517)
General and administrative	(61,701)	(85,934)	(59,240)
Depreciation and amortization	(48,297)	(37,528)	(18,725)
Debt extinguishment costs	0	0	(8,514)
Interest and other expense, net	(1,678)	(16,458)	(11,572)
Loss before income taxes	(141,683)	(160,108)	(116,211)
Operating segments
Adjusted Gross Profit:
Gross profit	145,849	127,870	95,024
Operating segments \| Technology
Adjusted Gross Profit:
Gross profit	122,284	102,326	75,666
Operating segments \| Professional services
Adjusted Gross Profit:
Gross profit	23,565	25,544	19,358
Segment reconciling items
Less Adjusted Gross Profit reconciling items:
Stock-based compensation	(10,288)	(10,110)	(4,256)
Acquisition-related costs, net	(1,006)	(188)	0
Restructuring costs	(1,368)	0	0
Less other reconciling items:
Sales and marketing	(87,514)	(75,027)	(55,411)
Research and development	(75,680)	(62,733)	(53,517)
General and administrative	(61,701)	(85,934)	(59,240)
Depreciation and amortization	(48,297)	(37,528)	(18,725)
Debt extinguishment costs	0	0	(8,514)
Interest and other expense, net	$ (1,678)	$ (16,458)	$ (11,572)

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of revenue

The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands):


	Year Ended December 31,
	2022		2021		2020
Recurring technology	$	175,808	$	147,446	$	110,467
One-time technology (i.e., perpetual license)	480		272		—
Professional services	99,948		94,208		78,378
Total revenue	$	276,236	$	241,926	$	188,845

For the years ended December 31, 2022, 2021, and 2020, 98.0%, 99.2%, and 99.8% of revenue was related to contracts with clients located in the United States.

Deferred Revenue and Performance Obligations

Transaction price allocated to the remaining performance obligations

- Definition

+ References

+ Details

Fair Value of Financial Instruments - Narrative (Details) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 14, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amount borrowed							$ 1,000
Impairment of long-lived assets				$ 5,023,000	$ 1,800,000	$ 0
ROU Assets, Leasehold Improvements and Furniture and Fixtures
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Impairment of long-lived assets				$ 3,800,000	$ 1,800,000
Twistle Inc
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Number of shares issuable, contingent consideration (in shares)				65,000,000
Contingent consideration paid in a combination cash				20.00%
Contingent consideration paid in a combination shares				80.00%
Twistle Inc \| Revenue Based Earn Out Performance Targets
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Payment for contingent consideration liability, investing activities	$ 1,600,000
Issuance of common stock as acquisition consideration (in shares)	439,327
Healthfinch, Inc \| Revenue Based Earn Out Performance Targets
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Payment for contingent consideration liability, investing activities		$ 1,700,000	$ 1,700,000
Issuance of common stock as acquisition consideration (in shares)		78,248	78,243
Senior Notes Due2025 \| Convertible Notes Payable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal				$ 230,000,000
Amount borrowed				$ 200,400,000			$ 230,000,000

Segments - Narrative (Details)	12 Months Ended
Segments - Narrative (Details)	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unrecognized Tax Benefits
Beginning balance	$ 6,848	$ 5,578	$ 1,816
(decrease) in unrecognized tax benefits taken in prior years	(27)	(122)
Increase in unrecognized tax benefits taken in prior years			2,228
Increase in unrecognized tax benefits related to the current year	0	1,392	1,534
Ending balance	$ 6,821	$ 6,848	$ 5,578

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2022		2021

Computer equipment	$	10,021	$	9,235
Leasehold improvements	9,969		10,832
Furniture and fixtures	3,731		3,715
Capitalized internal-use software costs	19,553		10,769
Computer software	111		198

Total property and equipment	43,385		34,749
Less: accumulated depreciation	(17,457)		(11,433)
Property and equipment, net	$	25,928	$	23,316

Our long-lived assets are located in the United States. Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $11.1 million, $5.5 million, and $2.9 million, respectively. Depreciation expense includes amortization of assets recorded under a capital lease and the amortization of capitalized internal-use software costs. During the years ended December 31, 2022 and 2021 we impaired $1.2 million and $0.5 million, respectively, of leasehold improvements and furniture and fixtures related to the subleased portions of our corporate headquarters. Refer to Note 9 for additional details. During the year ended December 31, 2022, we also incurred a $1.2 million impairment related to discontinued capitalized internal-use software projects as part of restructuring. Refer to Note 11 for additional details. We did not incur any long-lived asset impairment charges for the year ended December 31, 2020.

We capitalized $14.1 million, $7.3 million, and $1.6 million of internal-use software costs for the years ended December 31, 2022, 2021, and 2020, respectively. We incurred $6.8 million, $2.4 million, and $0.7 million of capitalized internal-use software cost amortization expense for the years ended December 31, 2022, 2021, and 2020, respectively.

Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 28,792
2024	22,857
2025	15,996
2026	12,631
2027	9,942
Thereafter	1,971
Total future amortization expense	$ 92,189	$ 104,788

Related Parties	12 Months Ended
Related Parties	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Parties	Related Parties In the past, we entered into arrangements with a client, Mass General Brigham (formerly Partners Healthcare), where, at that time, a member of the client’s management was a member of our board of directors. This former director served on our board from January 2018 to May 2021. He resigned from his executive position with our client on March 31, 2021. As such, we no longer consider this client to be a related party subsequent to March 31, 2021. We recognized $0.9 million of revenue from this client prior to the related party relationship ending during the year ended December 31, 2021. For the year ended December 31, 2020, we recognized $2.6 million in revenue from this former related party. In the past, we entered into revenue arrangements with clients that were also our investors. None of these clients held a significant amount of ownership in our equity interests at the time.

Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details)	12 Months Ended
	Dec. 31, 2022
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	2 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	3 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	5 years
Computer software \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	2 years
Computer software \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	5 years
Capitalized internal-use software costs \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	2 years
Capitalized internal-use software costs \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	3 years

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):


	Year Ended December 31,
	2022		2021		2020
Net loss per share, basic
Numerator:
Net loss	$	(137,403)	$	(153,210)	$	(115,017)
Denominator:
Weighted-average number of shares used in calculating net loss per share, basic	53,721,702		47,494,768		39,540,726
Net loss per share, basic	$	(2.56)	$	(3.23)	$	(2.91)
Net loss per share, diluted
Numerator:
Net loss	$	(137,403)	$	(153,210)	$	(115,017)
Dilutive change in fair value of shares issuable as contingent consideration	(4,668)		—		—
Net loss for diluted calculation	$	(142,071)	$	(153,210)	$	(115,017)
Denominator:
Weighted-average number of shares used in calculating net loss per share, basic	53,721,702		47,494,768		39,540,726
Dilutive effect of shares issuable as acquisition-related contingent consideration	358,030		—		—
Weighted-average number of shares used in calculating net loss per share, diluted	54,079,732		47,494,768		39,540,726
Net loss per share, diluted	$	(2.63)	$	(3.23)	$	(2.91)

During the years ended December 31, 2022, 2021 and 2020, we incurred net losses and, therefore, the effect of our stock options, restricted stock units, performance-based restricted stock units, convertible senior notes, and restricted shares were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive:


	As of December 31,
	2022	2021	2020

Common stock options	1,748,306	2,115,484	3,892,936
Restricted stock units	3,292,943	2,273,354	1,839,998
Performance-based restricted stock units	534,380	319,442	—
Shares related to convertible senior notes(1)	7,516,331	2,469,624	1,281,217
Shares issuable as acquisition-related contingent consideration(2)	—	87,415	363,867

Restricted shares	503,020	67,939	332,389

Total potentially dilutive securities	13,594,980	7,333,258	7,710,407

_________________________

(1)On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective method. Following this adoption, we utilize the if-converted method for our calculation of potentially dilutive shares related to our convertible senior notes. Prior to the adoption, we applied the treasury stock method as we have the intent and ability to settle the principal amount of the convertible senior notes in cash. As such, the adoption of ASU 2020-06 resulted in a significant increase in the potentially dilutive securities disclosed in the table above as of December 31, 2022 compared to December 31, 2021. Refer to Note 1 for further details. In connection with the offering of our convertible senior notes, we entered into Capped Calls with initial caps on the conversion price of $42.00 per share, which are excluded from the calculation of diluted earnings per share, as they would be antidilutive.

(2)The effect of shares issuable as acquisition-related contingent consideration were dilutive during the year ended December 31, 2022, but anti-dilutive during the years ended December 31, 2021 and 2020. The anti-dilutive shares issuable as acquisition-related contingent consideration as of December 31, 2021 and 2020 in the table above were calculated based on the earn-out achieved and the estimated number of shares that would be issuable if the outstanding acquisition-related contingent consideration liabilities were to be settled as of those dates. As of December 31, 2022 there were no longer any shares issuable as acquisition-related contingent consideration.

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (137,403)	$ (153,210)	$ (115,017)
Other comprehensive gain (loss):
Change in net unrealized gains (losses) on available for sale investments	(487)	(102)	(59)
Change in foreign currency translation adjustment	(94)	(26)	48
Comprehensive loss	$ (137,984)	$ (153,338)	$ (115,028)

- Definition

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

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+ Details

Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (137,403)	$ (153,210)	$ (115,017)
Change in fair value of shares issuable as contingent consideration	(4,668)	0	0
Net loss for diluted calculation	$ (142,071)	$ (153,210)	$ (115,017)
Denominator:
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares)	53,721,702	47,494,768	39,540,726
Net loss per share, basic (in USD per share)	$ (2.56)	$ (3.23)	$ (2.91)
Dilutive effect of shares issuable as acquisition-related contingent consideration (in shares)	358,030	0	0
Weighted-average number of shares used in calculating net loss per share, diluted (in shares)	54,079,732	47,494,768	39,540,726
Net loss per share, diluted (in USD per share)	$ (2.63)	$ (3.23)	$ (2.91)

Stockholders’ Equity (Details)	1 Months Ended	12 Months Ended
Stockholders’ Equity (Details)	Aug. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Aug. 02, 2022 USD ($)
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)		25,000,000	25,000,000
Preferred stock issued (in shares)		0	0
Preferred stock outstanding (in shares)		0	0
Common stock, shares authorized (in shares)		500,000,000	500,000,000
Common stock, par value (in USD per share) \| $ / shares		$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)		55,764,942	52,690,019
Shares outstanding (in shares)		55,764,942	52,690,019
Shares issued to former employees with notes determined to be nonrecourse (in shares)			67,939
Vote of stockholders \| vote		1
Dividends \| $		$ 0
Share repurchase plan, authorized amount \| $					$ 40,000,000
Share repurchased and retired		709,139
Share repurchased and retired		709,139
Share of our common stock \| $		$ 8,400,000
Average purchase price (in USD per share) \| $ / shares		$ 11.81
Remaining authorized, repurchases under our share repurchase plan amount \| $		$ 31,600,000
Proceeds from public offerings, net of discounts, commissions, and offering costs \| $		$ 0	$ 245,180,000	$ 0
Secondary Offering
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	4,882,075
Sale of stock, price per share (in USD per share) \| $ / shares	$ 53.00
Proceeds from public offerings, net of discounts, commissions, and offering costs \| $	$ 245,200,000
Over-Allotment Option
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	636,792
Vitalware LLC \| Able Health, Inc.
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		503,020
Shares outstanding (in shares)		503,020

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

For the years ended December 31, 2022, 2021, and 2020, the income tax benefit consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Current taxes:
Federal	$	—	$	—	$	(11)
Foreign	43		27		(2)
State	200		209		92
Total current tax provision	243		236		79
Deferred taxes:
Federal	(3,723)		(5,975)		(1,044)
Foreign	(1)		—		—
State	(799)		(1,159)		(229)
Total deferred benefit	(4,523)		(7,134)		(1,273)
Total income tax benefit	$	(4,280)	$	(6,898)	$	(1,194)

A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows:


	Year Ended December 31,
	2022		2021		2020
Tax at U.S. statutory rates	21.0	%	21.0	%	21.0	%
State income tax, net of federal tax effect	0.5		0.6		0.1
Federal research and development credits	(0.1)		2.4		3.4
Stock-based compensation	(7.1)		6.1		8.4
Contingent consideration	0.9		(2.7)		0.9

Change in valuation allowance	(11.7)		(22.9)		(32.5)

Other, net	(0.5)		(0.2)		(0.3)
Effective income tax rate	3.0	%	4.3	%	1.0	%

The income tax benefit of $4.3 million and $6.9 million recorded for the years ended December 31, 2022 and 2021, respectively, is primarily related to the discrete deferred tax benefits attributable to the release of a portion of the domestic valuation allowance during the respective periods. The release of valuation allowance is attributable to the acquisitions of KPI Ninja and ARMUS in 2022 and Twistle in 2021, which resulted in deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of $4.5 million and $7.1 million, respectively.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2022 and 2021 (in thousands):


	As of December 31,
	2022		2021
Deferred income tax assets:
Net operating loss carryforwards	$	151,256	$	147,674
Research and development credits	27,283		27,391
IRC 174 capitalized research and development	16,564		—
Operating lease liabilities	5,453		6,044
Interest limitation carryforward	6,204		5,780
Stock-based compensation	3,363		5,430
Deferred revenue	377		1,153
Property and equipment	1,234		750
Intangible assets	1,299		571
Accrued expenses	542		416
Allowance for bad debt	577		404
Other	117		70


Total deferred income tax assets	214,269		195,683
Valuation allowance	(206,022)		(175,545)
Net deferred income tax assets	8,247		20,138
Deferred income tax liabilities:
Convertible debt	(27)		(11,093)
Operating lease right-of-use assets	(4,183)		(5,358)
Prepaid expenses	(3,034)		(2,570)
Deferred commissions	(1,002)		(1,102)
Indefinite-lived intangible assets	(65)		(58)
Deferred contract costs	(1)		(15)
Total deferred income tax liabilities	(8,312)		(20,196)
Net deferred income tax liabilities	$	(65)	$	(58)

We account for deferred taxes under ASC 740, Income Taxes, which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified.

We have provided a valuation allowance for our net deferred tax assets, absent differences related to intangible assets with indefinite lives, at December 31, 2022 and 2021, due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial statements for the net operating loss carryforwards and other deferred tax assets, apart from an immaterial deferred tax liability as noted previously. The net deferred income tax liability balance is recorded under Other Liabilities on the consolidated balance sheets. During the years ended December 31, 2022 and 2021, respectively, the valuation allowance increased by $30.5 million and $45.5 million, respectively.

As of December 31, 2022, we had approximately $591.6 million of consolidated federal net operating loss carryforwards and $462.9 million of apportioned state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net operating loss carryforwards will begin to expire in 2032 and 2023, respectively.

We have federal research and development credit carryforwards of $25.5 million and state research and development credit carryforwards of $10.9 million, which if not utilized will begin to expire in 2032 and 2025, respectively. To the extent we do not utilize our carryforwards within the applicable statutory carryforward periods, either because of ownership changes and limitations under Code Sections 382 and 383 and similar state laws or the lack of sufficient taxable income, the carryforwards will expire unused.

Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (IRC), and similar state provisions. The Company most recently performed a detailed analysis in December 2021 to determine whether an ownership change under Section 382 of the IRC had occurred or will occur. Due to pre-acquisition changes in ownership identified as part of the most recent Section 382 analysis, net operating loss carryforwards of $2.0 million will be permanently lost pursuant to Section 382, as well as federal research and development tax credit carryforwards $0.6 million will be permanently lost pursuant to Section 383. It is possible that additional limitations may arise in future years due to future changes in the ownership of the Company.

We file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer subject to federal or state income tax examinations by tax authorities for tax years prior to 2019 and 2018, respectively.

We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2022, 2021, and 2020 (in thousands):


	Year Ended December 31,
	2022		2021		2020
Beginning balance	$	6,848	$	5,578	$	1,816
Increase (decrease) in unrecognized tax benefits taken in prior years	(27)		(122)		2,228
Increase in unrecognized tax benefits related to the current year	—		1,392		1,534
Ending balance	$	6,821	$	6,848	$	5,578

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is zero due to the valuation allowance. We do not anticipate material changes in the total amount of our unrecognized tax benefits within 12 months of the reporting date. Our policy is to accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes. However, as of December 31, 2022 and 2021, we have not accrued interest and penalties because we have net operating loss carryforwards.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Description of Business and Summary of Significant Accounting Policies - Schedule of Allowance for Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 1,600	$ 1,200	$ 534
Current period provision for expected credit losses	691	499	863
Write-offs, net of recoveries	9	(99)	(197)
Balance at end of period	$ 2,300	$ 1,600	$ 1,200

Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 3,434
2024	3,072
2025	2,931
2026	2,881
2027	2,881
Thereafter	11,283
Total lease payments	26,482
Less: Imputed interest	(5,031)
Total lease liability	$ 21,451	$ 23,669

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill by Reporting Unit

Goodwill by reporting unit is as follows (in thousands):


	As of December 31,
	2022		2021

Technology	$	185,200	$	169,190
Professional services	782		782
Total goodwill	$	185,982	$	169,972

Schedule of Intangible Assets

The estimated useful life of each asset category is as follows:


Developed technologies			3-10 years
Client relationships and contract backlog			2-7 years
Computer software licenses			1-5 years
Trademarks			1-5 years

As of December 31, 2022, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	100,829	$	(61,775)	$	39,054
Client relationships and contracts	84,764		(34,757)		50,007
Computer software licenses	8,791		(6,893)		1,898
Trademarks	2,720		(1,490)		1,230
Total intangible assets	$	197,104	$	(104,915)	$	92,189

As of December 31, 2021, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	82,729	$	(40,988)	$	41,741
Client relationships and contracts	81,464		(21,078)		60,386
Computer software licenses	8,392		(6,590)		1,802
Trademarks	1,720		(861)		859
Total intangible assets	$	174,305	$	(69,517)	$	104,788

The weighted-average remaining amortization period by type of intangible assets as of December 31, 2022 is as follows:


			Weighted-Average Remaining Amortization Period (years)
Developed technologies			3.0
Client relationships and contracts			4.9
Computer software licenses			2.0
Trademarks			3.4

Schedule of Future Amortization Expense

As of December 31, 2022, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands):


Year Ending December 31,
2023	$	28,792
2024	22,857
2025	15,996
2026	12,631
2027	9,942
Thereafter	1,971
Total future amortization expense	$	92,189

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Accrued liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

As of December 31, 2022 and 2021, accrued liabilities consisted of the following (in thousands):


	As of December 31,
	2022		2021

Accrued compensation and benefit expenses	$	12,180	$	17,430
Restructuring liabilities	1,837		—
Other accrued liabilities	5,674		6,295
Total accrued liabilities	$	19,691	$	23,725

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Income tax benefit	$ 4,280	$ 6,898	$ 1,194
Deferred tax asset change in valuation allowance	4,500	7,100
Change in valuation allowance	30,500	$ 45,500
Net operating loss carryforwards	2,000
Research and Development Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	600
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	591,600
Federal \| Research and Development Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	25,500
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	462,900
State \| Research and Development Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 10,900

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Convertible Senior Notes and Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Convertible Debt

The interest expense recognized related to the Notes was as follows (in thousands):


	As of December 31,
	2022		2021
Contractual interest expense	$	5,739	$	5,750
Amortization of debt issuance costs and discount(1)	1,500		11,948
Total	$	7,239	$	17,698

_________________________

(1)Amortization of debt issuance costs and discount for the year ended December 31, 2022 no longer includes amortization of the debt discount attributable to the conversion premium due to the adoption of ASU 2020-06 using a modified retrospective approach. Refer to Note 1 for more information.

Convertible Senior Notes and Credit Facilities

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Convertible Senior Notes and Credit Facilities

Convertible senior notes

On April 14, 2020, we issued $230.0 million in aggregate principal amount of 2.50% Convertible Senior Notes due 2025 (Notes), in a private placement to qualified institutional buyers exempt from registration under the Securities Act (Note Offering). The net proceeds from the issuance of the Notes were approximately $222.5 million, after deducting the initial purchasers’ discounts and offering expenses payable by us.

The Notes are governed by an indenture (Indenture) between us, as the issuer, and U.S. Bank National Association, as trustee. The Notes are our senior, unsecured obligations and accrue interest payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020, at a rate of 2.50% per year. The Notes will mature on April 15, 2025, unless earlier converted, redeemed, or repurchased. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries.

We may not redeem the Notes prior to April 20, 2023. On or after April 20, 2023, we may redeem, for cash, all or a portion of the Notes, at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

The Notes have an initial conversion rate of 32.6797 shares of our common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $30.60 per share of our common stock). Following certain corporate events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest.

Holders of the Notes may convert all or any portion of their Notes at any time prior to the close of business on October 14, 2024, in integral multiples of $1,000 principal amount, only under the following circumstances:

•During any calendar quarter commencing after the calendar quarter ended on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•During the five business day period after any five consecutive trading day period (the measurement period) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•If we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•Upon the occurrence of specified corporate events described in the Indenture.

On or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing circumstances. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of common stock, at our election.

As of December 31, 2022, the conditions allowing holders of the Notes to convert were not met. The Notes are therefore not currently convertible and are classified as long-term debt.

The interest expense recognized related to the Notes was as follows (in thousands):


	As of December 31,
	2022		2021
Contractual interest expense	$	5,739	$	5,750
Amortization of debt issuance costs and discount(1)	1,500		11,948
Total	$	7,239	$	17,698

_________________________

Based on the closing price of our common stock of $10.63 on December 31, 2022, the if-converted value of the Notes was less than their respective principal amounts.

Capped Calls

On April 8, 2020, concurrently with the pricing of the Notes, we entered into privately negotiated capped call transactions (Base Capped Calls) with certain option counterparties. In addition, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, on April 9, 2020, we entered into additional capped call transactions (together with the Base Capped Calls, the Capped Calls) with each of the option counterparties. We used approximately $21.7 million of the net proceeds from the Note Offering to pay the cost of the Capped Calls and allocated issuance costs. The Capped Calls have initial cap prices of $42.00 per share, subject to certain adjustments.

The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to the cap price. The Capped Calls are separate transactions that we entered into with the option counterparties, and are not part of the terms of the Notes. As the Capped Call transactions are considered indexed to our own stock and are considered equity classified, they were recorded in stockholders’ equity and are not accounted for as derivatives. The cost incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets.

Extinguishment of OrbiMed term loan

On April 14, 2020, we used $57.0 million of proceeds from the Note Offering to prepay in full all outstanding indebtedness, including prepayment penalties, under the OrbiMed term loan agreement and terminated the OrbiMed term loan agreement that we originally entered into on February 6, 2019. We recorded a loss on debt extinguishment of $8.5 million during the second quarter of 2020, including $1.5 million unamortized debt discounts and issuance costs related to the OrbiMed term loan and $7.0 million of repayment fees.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

The business acquisitions discussed below are included in our results of operations from their respective dates of acquisition.

2022 acquisitions

ARMUS Corporation

On April 29, 2022, we acquired ARMUS Corporation (ARMUS), a clinical registry development and data management technology company based in Foster City, California. We accounted for the acquisition of ARMUS as a business combination. ARMUS provides data abstraction, data validation, data management, data submission, and data reporting services to support participation in clinical quality registries for healthcare institutions around the world, including health systems, payers, medical device companies, and premier medical societies. The acquisition consideration transferred was $9.4 million and was comprised of net cash consideration of $9.3 million and Health Catalyst common shares with a fair value of $0.1 million. The purchase resulted in Health Catalyst acquiring 100% ownership in ARMUS.

An additional 235,330 shares of our common stock subject to a restriction agreement (restricted shares) were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14 for additional details related to our stock-based compensation.

The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of ARMUS (in thousands):


Assets acquired:
Accounts receivable	$	601
Prepaid expenses and other assets	104
ROU lease asset	169
Developed technologies	4,600
Client relationships	2,200
Trademarks	200
Total assets acquired	7,874
Less liabilities assumed:
Accounts payable	119
Accrued and other current liabilities	196
Deferred revenue	2,740
Lease liability	157
Net deferred tax liabilities	933
Total liabilities assumed	4,145
Total assets acquired, net	3,729
Goodwill	5,645
Total consideration transferred, net of cash acquired	$	9,374

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and three years, respectively. The resulting goodwill from the ARMUS acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

The preliminary allocation of the consideration transferred is subject to potential adjustments. Balances subject to adjustment are primarily tax-related matters, including the tax basis of acquired assets and liabilities. During the measurement period, we may record adjustments to the provisional amounts recognized in our initial accounting for the acquisition. We expect the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). There were no measurement period adjustments recorded during the year ended December 31, 2022.

Pro forma financial information has not been presented for the ARMUS acquisition as the impact to our consolidated financial statements was not material. The amount of revenue attributable to the acquired business of ARMUS was not material to our consolidated statement of operations for year ended December 31, 2022. Income (loss) information for ARMUS after the acquisition date through December 31, 2022 is not presented as the ARMUS business was integrated into our operations immediately following the acquisition and is impracticable to quantify.

In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $5.0 million to continuing ARMUS team members. The retention payments are generally subject to vesting based upon continued employment over a required service period of three years. Any forfeited retention payments are reallocated to remaining ARMUS team members until the aggregate amount of $5.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the year ended December 31, 2022, we recognized compensation expense of $1.9 million related to these retention payments. As of December 31, 2022, there is an additional $3.1 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 2.3 years.

KPI Ninja, Inc.

On February 24, 2022, we acquired KPI Ninja, Inc. (KPI Ninja), a leading provider of interoperability, enterprise analytics, and value-based care solutions based in Lincoln, Nebraska. We accounted for the acquisition of KPI Ninja as a business combination. KPI Ninja is known for its powerful capabilities, flexible configurations, and comprehensive applications designed to fulfill the promise of data-driven healthcare. The acquisition consideration transferred was $21.4 million and was comprised of net cash consideration of $18.5 million and Health Catalyst common shares with a fair value of $2.9 million. The purchase resulted in Health Catalyst acquiring 100% ownership in KPI Ninja.

An additional 356,919 shares of our common stock subject to a restriction agreement (restricted shares) were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14 for additional details related to our stock-based compensation.


Assets acquired:
Accounts receivable	$	45
Prepaid expenses and other assets	197
Property and equipment, net	15
Developed technologies	13,500
Client relationships	1,100
Trademarks	800
Total assets acquired	15,657
Less liabilities assumed:
Accounts payable and other current liabilities	266
Deferred revenue	763
Net deferred tax liabilities	3,600
Total liabilities assumed	4,629
Total assets acquired, net	11,028
Goodwill	10,365
Total consideration transferred, net of cash acquired	$	21,393

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and five years, respectively. The resulting goodwill from the KPI Ninja acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

Pro forma financial information has not been presented for the KPI Ninja acquisition as the impact to our consolidated financial statements was not material. The amount of revenue attributable to the acquired business of KPI Ninja was not material to our consolidated statement of operations for the year ended December 31, 2022. Income (loss) information for KPI Ninja after the acquisition date through December 31, 2022 is not presented as the KPI Ninja business was integrated into our operations immediately following the acquisition and is impracticable to quantify.

In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $3.0 million to continuing KPI Ninja team members. The retention payments are subject to vesting based upon continued employment over a required service period of four years. Any forfeited retention payments are reallocated to remaining KPI Ninja team members until the aggregate amount of $3.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the year ended December 31, 2022, we recognized compensation expense of $0.9 million related to these retention payments. As of December 31, 2022, there was an additional $2.1 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 3.2 years.

2021 Acquisition - Twistle, Inc.

On July 1, 2021, we acquired Twistle, Inc. (Twistle), a healthcare patient engagement SaaS technology company that, among other things, helps automate patient-centered, personalized, multi-channel communication between care teams and patients that aims to transform the patient experience, drive better care outcomes, and reduce healthcare costs. We accounted for the acquisition of Twistle as a business combination. The acquisition consideration transferred was $91.9 million and was comprised of net cash consideration of $46.7 million, Health Catalyst common shares with a fair value of $43.1 million, and contingent consideration based on certain earn-out performance targets for Twistle during an earn-out period that ended on June 30, 2022, with an initial fair value of $2.1 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Twistle. The earn-out contingent consideration liability was fully settled during the third quarter of 2022 for cash consideration of $1.6 million and the issuance of 439,327 shares of our common stock.

An additional 67,939 restricted shares were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares was recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14 for additional details related to our stock-based compensation.

In connection with the acquisition, we also agreed to make deferred cash retention payments to continuing Twistle team members related to their unvested options previously granted or promised to be granted. The retention payments were subject to quarterly or cliff vesting based on continued employment over a required service period of between 12 and 18 months post-closing. Such amounts were recorded as post-combination compensation expense on a straight-line basis over the relevant vesting terms. For the year ended December 31, 2022, we recognized compensation expense of $5.8 million related to these retention payments which were fully paid out shortly after December 31, 2022.

The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Twistle (in thousands):


Assets acquired:
Accounts receivable	$	1,106
Prepaid expenses and other assets	98
Property and equipment, net	57
Developed technologies	13,000
Client relationships	23,700
Trademarks	20
Total assets acquired	37,981
Less liabilities assumed:
Accounts payable and other current liabilities	161
Deferred revenue	900
Net deferred tax liabilities	7,142
Total liabilities assumed	8,203
Total assets acquired, net	29,778
Goodwill	62,150
Total consideration transferred, net of cash acquired	$	91,928

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, and one year, respectively. The resulting goodwill from the Twistle acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

The preliminary allocation of the consideration transferred was based on a preliminary valuation that was subject to potential adjustments. As of December 31, 2021, we recorded a measurement period adjustment as a result of a Section 382 analysis that identified pre-acquisition ownership changes and a corresponding limitation on Twistle's pre-acquisition net operating loss carryforwards. The measurement period adjustment increased both the net deferred tax liabilities assumed and acquired goodwill by $0.3 million, which is reflected in the amounts in the table above. There was also a corresponding increase to the current year deferred income tax benefit due to a discrete valuation allowance release. There were no measurement period adjustments recorded during the year ended December 31, 2022.

2020 Acquisitions

Able Health, Inc.

On February 21, 2020, we acquired Able Health, Inc. (Able Health), a leading SaaS provider of quality and regulatory measurement tracking and reporting to healthcare providers and risk-bearing entities, in a transaction accounted for as a business combination. The acquisition consideration transferred was $21.5 million and was comprised of net cash consideration of $15.2 million, Health Catalyst common shares with a fair value of $3.3 million, and contingent consideration based on achievement of Able Health specified incremental client billings for the year ended December 31, 2020, with an initial fair value of $3.0 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Able Health. The earn-out contingent consideration liability was settled during the first quarter of 2021 through the issuance of 21,387 shares of our common stock.

An additional 179,392 restricted shares were issued pursuant to the terms of the acquisition agreement and 60,000 restricted stock units were issued in connection with the acquisition agreement. The value of these restricted shares and restricted stock units were recognized as post-combination stock-based compensation expense over their respective vesting terms. The vesting of the restricted shares was subject to one year of continuous service by the applicable team members and vested on the one-year anniversary of the acquisition closing date and the service-based condition for the restricted stock units issued pursuant to the terms of the acquisition agreement is satisfied over two years with a 50% cliff vesting period of one year and ratable quarterly vesting thereafter. Refer to Note 14 for additional details related to our stock-based compensation.


Assets acquired:
Accounts receivable	$	633
Prepaid expenses and other assets	57
Developed technologies	7,500
Client relationships	600
Trademarks	100
Total assets acquired	8,890
Less liabilities assumed:
Accounts payable and other current liabilities	91
Deferred revenue	762
Net deferred tax liabilities	1,280
Total liabilities assumed	2,133
Total assets acquired, net	6,757
Goodwill	14,725
Total consideration transferred, net of cash acquired	$	21,482

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of six years, three years, and two years, respectively. The resulting goodwill from the Able Health acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

Healthfinch, Inc.

On July 31, 2020, we acquired Healthfinch, Inc. (Healthfinch), which provides a workflow integration engine delivering insights and analytics into EMR workflows to automate physicians’ ability to close patient care gaps in real-time, in a transaction accounted for as a business combination. The acquisition consideration transferred was $50.5 million and was comprised of net cash consideration of $16.9 million, Health Catalyst common shares with a fair value of $27.8 million, and contingent consideration based on certain earn-out performance targets for Healthfinch during an earn-out period that ended on July 31, 2021, with an initial fair value of $5.8 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Healthfinch. Approximately half of the Healthfinch earn-out contingent consideration liability was settled during the third quarter of 2021 for cash consideration of $1.7 million and the issuance of 78,243 shares of our common stock. The remaining Healthfinch contingent consideration liability was fully settled during the first quarter of 2022 for cash consideration of $1.7 million and the issuance of 78,248 shares of our common stock.


Assets acquired:
Accounts receivable	$	1,408
Prepaid expenses and other assets	347
Developed technologies	8,100
Client relationships and contract backlog	10,000
Trademarks	200
Total assets acquired	20,055
Less liabilities assumed:
Accounts payable and other current liabilities	408
Deferred revenue	2,100
Total liabilities assumed	2,508
Total assets acquired, net	17,547
Goodwill	32,960
Total consideration transferred, net of cash acquired	$	50,507

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships and contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, three years, and two years, respectively. The resulting goodwill from the Healthfinch acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

Vitalware, LLC

On September 1, 2020, we acquired Vitalware, LLC (Vitalware), a provider of revenue workflow optimization and analytics SaaS technology solutions to healthcare organizations, in a transaction accounted for as a business combination. Vitalware’s flagship offering is a chargemaster management solution that delivers results for the complex regulatory and compliance functions needed by healthcare provider systems. Additionally, Vitalware brings to bear newer product suites to help health systems capture lost revenue and to support compliance with expanding pricing transparency regulation. The acquisition consideration transferred was $119.2 million and was comprised of net cash consideration of $69.6 million, Health Catalyst common shares with a fair value of $41.3 million, and contingent consideration based on certain earn-out performance targets for Vitalware during an earn-out period that ended on March 31, 2021, with an initial fair value of $8.3 million. The purchase resulted in Health Catalyst acquiring 100% ownership in Vitalware. The earn-out contingent consideration liability was settled during the second quarter of 2021 for cash consideration of $15.0 million and the issuance of 309,458 shares of our common stock.

An additional 203,997 restricted shares were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares were recognized as post-combination stock-based compensation expense on a straight-line basis over the 12-month vesting term. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date. Refer to Note 14 for additional details related to our stock-based compensation.


Assets acquired:
Accounts receivable	$	3,220
Prepaid expenses and other assets	469
Developed technologies	18,000
Client relationships and contract backlog	43,000
Trademarks	1,400
Total assets acquired	66,089
Less liabilities assumed:
Accounts payable and other current liabilities	766
Deferred revenue	2,589
Total liabilities assumed	3,355
Total assets acquired, net	62,734
Goodwill	56,443
Total consideration transferred, net of cash acquired	$	119,177

The acquired intangible assets were valued utilizing an income approach, and include client relationships, contract backlog, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, two years, four years, and for trademarks two to five years, respectively. The resulting goodwill from the Vitalware acquisition was fully allocated to the technology reporting unit and is deductible for income tax purposes.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Operating leases

We lease office space and certain equipment under operating leases that expire between 2023 and 2031. The terms of the leases provide for rental payments on a graduated scale, options to renew the leases (one to five years), landlord incentives or allowances, and periods of free rent. In March 2020, we entered into a lease for office space in South Jordan, Utah, that became our new company headquarters during the second quarter of 2021. This new lease for office space replaced our prior headquarters in Salt Lake City, Utah, the lease for which expired December 31, 2020. This new lease requires total lease payments of $31.7 million with a non-cancelable lease term of 11 years, excluding renewal options.

Lease payments began on January 1, 2021, however, we took initial possession of the first 64,910 square feet of the new headquarters in June 2020 to begin leasehold improvements, which resulted in a right-of-use asset and corresponding operating lease liability of $13.0 million, and commencement of operating lease expense. We took possession of an additional 53,297 square feet of the new headquarters lease in August 2020, which resulted in an additional right-of-use asset and corresponding lease liability of $10.8 million. According to the terms of our lease agreement, our leased square footage will expand which is anticipated to result in $0.3 million of additional required future lease payments per year. We have the right to sublease all, or a portion, of this leased office space provided that certain terms and conditions are met.

During the year ended December 31, 2022, we subleased multiple portions of floors of our corporate headquarters to various sublessees and during the year ended December 31, 2021 we subleased an entire floor of our corporate headquarters. We classified each sublease as an operating lease. The initial subleases have terms ranging from eighteen to thirty-eight months. We performed a recoverability test of the relevant asset groups, comprised of operating lease right-of-use and other related assets, and determined that the carrying value of these asset groups were not fully recoverable. As a result, we measured and recognized total impairment charges of $3.8 million and $1.8 million during the years ended December 31, 2022 and 2021, respectively, representing the amount by which the carrying value exceeded the estimated fair value of these asset groups. The impairment charges were recorded as part of general and administrative expense in our consolidated statements of operations. During the year ended December 31, 2022, $2.6 million of the impairment charge was allocated to the ROU assets and the remaining $1.2 million was allocated to leasehold improvements, while during the year ended December 31, 2021, $1.3 million of the impairment charge was allocated to the ROU asset and the remaining $0.5 million was allocated to leasehold improvements and furniture and fixtures.

Our operating lease expense for the years ended December 31, 2022, 2021, and 2020, was $2.6 million, $3.6 million, and $4.3 million, respectively. In addition to those amounts, lease expense attributable to short-term leases with terms of 12 months or less for the years ended December 31, 2022, 2021, and 2020, was $0.1 million, $0.1 million, and $0.2 million, respectively.

Maturities of lease liabilities under operating leases at December 31, 2022 are as follows (in thousands):


Year ending December 31:
2023	$	3,434
2024	3,072
2025	2,931
2026	2,881
2027	2,881
Thereafter	11,283
Total lease payments	26,482
Less: Imputed interest	(5,031)
Total lease liability	$	21,451

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 is as follows (in thousands other than weighted average amounts):


	As of December 31,
	2022			2021

Operating lease right-of-use assets	$	16,658		$	21,133
Operating lease liabilities, current	$	3,434		$	3,425
Operating lease liabilities, noncurrent	18,017			20,244
Total operating lease liabilities	$	21,451		$	23,669

Weighted-average remaining operating lease term (years)	8.7			9.6
Weighted-average operating lease discount rate	5.0		%	5.0		%

Segments - Scheduled of Segment Revenue (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue

^[1]

$ 276,236

$ 241,926

$ 188,845

Technology

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue

176,288

147,718

110,467

Professional services

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue

$ 99,948

$ 94,208

$ 78,378

[1]	Includes amounts attributable to related party transactions. See Note 18 for further details.

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Short-term Investments - Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 362,285	$ 429,741
Unrealized Gains	8	0
Unrealized Losses	(583)	(88)
Available for sale securities	361,710	429,653
Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	114,532	177,899
Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	247,753	251,840
Available for sale securities	247,178	251,754
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	114,532	173,475
Unrealized Gains	0	0
Unrealized Losses	0	0
Available for sale securities	114,532	173,475
Money market funds \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	114,532	173,475
Money market funds \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	0	0
U.S. Treasury notes
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	63,404
Unrealized Gains	0
Unrealized Losses	(427)
Available for sale securities	62,977
U.S. Treasury notes \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	0
U.S. Treasury notes \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	62,977
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	150,724	153,498
Unrealized Gains	2	0
Unrealized Losses	0	0
Available for sale securities	150,726	153,498
Commercial paper \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	0	0
Commercial paper \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	150,726	153,498
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	26,235	71,259
Unrealized Gains	0	0
Unrealized Losses	(156)	(45)
Available for sale securities	26,079	71,214
Corporate bonds \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	0	4,424
Corporate bonds \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	26,079	66,790
U.S. agency securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	7,390
Unrealized Gains	6
Unrealized Losses	0
Available for sale securities	7,396
U.S. agency securities \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	0
U.S. agency securities \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities	$ 7,396
Asset-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		31,509
Unrealized Gains		0
Unrealized Losses		(43)
Available for sale securities		31,466
Asset-backed securities \| Cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available for sale securities		0
Asset-backed securities \| Short-term Investments
Debt Securities, Available-for-sale [Line Items]
Available for sale securities		$ 31,466

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The estimated useful life of each asset category is as follows:


Computer equipment			2-3 years
Furniture and fixtures			3-5 years
Leasehold improvements			Lesser of lease term or estimated useful life
Computer software			2-5 years
Capitalized internal-use software costs			2-3 years

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2022		2021

Computer equipment	$	10,021	$	9,235
Leasehold improvements	9,969		10,832
Furniture and fixtures	3,731		3,715
Capitalized internal-use software costs	19,553		10,769
Computer software	111		198

Total property and equipment	43,385		34,749
Less: accumulated depreciation	(17,457)		(11,433)
Property and equipment, net	$	25,928	$	23,316

Stock-Based Compensation - Restricted Stock Unit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted stock units
Restricted Stock Units
Unvested and outstanding, beginning balance (in shares)	2,273,354
RSUs granted (in shares)	3,115,857
RSUs vested (in shares)	(1,644,948)
RSUs forfeited (in shares)	(451,320)
Unvested and outstanding, ending balance (in shares)	3,292,943	2,273,354
Weighted Average Grant Date Fair Value
Unvested and outstanding, beginning balance (in USD per share)	$ 43.84
RSUs granted (in USD per share)	23.53	$ 50.83	$ 33.59
RSUs vested (in USD per share)	35.97
RSUs forfeited (in USD per share)	35.30
Unvested and outstanding, ending balance (in USD per share)	$ 29.71	$ 43.84
Performance-based restricted stock units
Restricted Stock Units
Unvested and outstanding, beginning balance (in shares)	319,442
RSUs granted (in shares)	646,975
RSUs vested (in shares)	(258,720)
RSUs forfeited (in shares)	(173,317)
Unvested and outstanding, ending balance (in shares)	534,380	319,442
Weighted Average Grant Date Fair Value
Unvested and outstanding, beginning balance (in USD per share)	$ 50.28
RSUs granted (in USD per share)	25.46	$ 50.24
RSUs vested (in USD per share)	50.13
RSUs forfeited (in USD per share)	34.31
Unvested and outstanding, ending balance (in USD per share)	$ 25.45	$ 50.28

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax at U.S. statutory rates	21.00%	21.00%	21.00%
State income tax, net of federal tax effect	0.50%	0.60%	0.10%
Federal research and development credits	(0.10%)	2.40%	3.40%
Stock-based compensation	(7.10%)	6.10%	8.40%
Contingent consideration	0.90%	(2.70%)	0.90%
Change in valuation allowance	(11.70%)	(22.90%)	(32.50%)
Other, net	(0.50%)	(0.20%)	(0.30%)
Effective income tax rate	3.00%	4.30%	1.00%

Income Taxes - Schedule of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current taxes:
Federal	$ 0	$ 0	$ (11)
Foreign	43	27	(2)
State	200	209	92
Total current tax provision	243	236	79
Deferred taxes:
Federal	(3,723)	(5,975)	(1,044)
Foreign	(1)	0	0
State	(799)	(1,159)	(229)
Total deferred benefit	(4,523)	(7,134)	(1,273)
Total income tax benefit	$ (4,280)	$ (6,898)	$ (1,194)

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets Measured on Recurring Basis

Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	114,532	$	—	$	—	$	114,532
U.S. Treasury notes	62,977		—		—		62,977
Commercial paper	—		150,726		—		150,726
Corporate bonds	—		26,079		—		26,079
U.S. agency securities	—		7,396		—		7,396

Total	$	177,509	$	184,201	$	—	$	361,710

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Money market funds	$	173,475	$	—	$	—	$	173,475

Commercial paper	—		153,498		—		153,498
Corporate bonds	—		71,214		—		71,214
Asset-backed securities	—		31,466		—		31,466
Contingent consideration liabilities	—		—		(19,295)		(19,295)
Total	$	173,475	$	256,178	$	(19,295)	$	410,358

Schedule of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth a summary of the changes in the fair value of the contingent consideration liabilities, which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at December 31, 2021	$	19,295
Change in fair value of contingent consideration liabilities	(5,925)
Settlement of contingent consideration	(13,370)
Balance at December 31, 2022	$	—

Restructuring Costs - Narrative (Details) - USD ($)	12 Months Ended
Restructuring Costs - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 0	$ 0
Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring activities, remaining period	3 months
Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring activities, remaining period	6 months
Forecast
Restructuring Cost and Reserve [Line Items]
Expected additional restructuring costs				$ 1,500,000

Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cost of revenue, excluding depreciation and amortization:
Total		$ 0	$ 0
Reduction In Life Sciences Business Unit And Senior Leadership Team
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	$ 6,055,000
Impairment Charges	1,225,000
Other	1,145,000
Total	8,425,000
Reduction In Life Sciences Business Unit And Senior Leadership Team \| Technology
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	195,000
Impairment Charges	0
Other	34,000
Total	229,000
Reduction In Life Sciences Business Unit And Senior Leadership Team \| Professional services
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	1,081,000
Impairment Charges	0
Other	58,000
Total	1,139,000
Reduction In Life Sciences Business Unit And Senior Leadership Team \| Sales and marketing
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	2,215,000
Impairment Charges	0
Other	808,000
Total	3,023,000
Reduction In Life Sciences Business Unit And Senior Leadership Team \| Research and development
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	1,957,000
Impairment Charges	1,225,000
Other	228,000
Total	3,410,000
Reduction In Life Sciences Business Unit And Senior Leadership Team \| General and administrative
Cost of revenue, excluding depreciation and amortization:
Severance and Other Team Member Costs	607,000
Impairment Charges	0
Other	17,000
Total	$ 624,000

Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Allowance For Accounts Receivable

We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands):


	Year Ended December 31,
	2022		2021		2020
Balance at beginning of period	$	1,600	$	1,200	$	534
Current period provision for expected credit losses	691		499		863
Write-offs, net of recoveries	9		(99)		(197)
Balance at end of period	$	2,300	$	1,600	$	1,200

Schedule of Property and Equipment, Useful Life

The estimated useful life of each asset category is as follows:


Computer equipment			2-3 years
Furniture and fixtures			3-5 years
Leasehold improvements			Lesser of lease term or estimated useful life
Computer software			2-5 years
Capitalized internal-use software costs			2-3 years

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2022		2021

Computer equipment	$	10,021	$	9,235
Leasehold improvements	9,969		10,832
Furniture and fixtures	3,731		3,715
Capitalized internal-use software costs	19,553		10,769
Computer software	111		198

Total property and equipment	43,385		34,749
Less: accumulated depreciation	(17,457)		(11,433)
Property and equipment, net	$	25,928	$	23,316

Schedule of Intangible Asset, Useful Life

The estimated useful life of each asset category is as follows:


Developed technologies			3-10 years
Client relationships and contract backlog			2-7 years
Computer software licenses			1-5 years
Trademarks			1-5 years

As of December 31, 2022, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	100,829	$	(61,775)	$	39,054
Client relationships and contracts	84,764		(34,757)		50,007
Computer software licenses	8,791		(6,893)		1,898
Trademarks	2,720		(1,490)		1,230
Total intangible assets	$	197,104	$	(104,915)	$	92,189

As of December 31, 2021, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	82,729	$	(40,988)	$	41,741
Client relationships and contracts	81,464		(21,078)		60,386
Computer software licenses	8,392		(6,590)		1,802
Trademarks	1,720		(861)		859
Total intangible assets	$	174,305	$	(69,517)	$	104,788

The weighted-average remaining amortization period by type of intangible assets as of December 31, 2022 is as follows:


			Weighted-Average Remaining Amortization Period (years)
Developed technologies			3.0
Client relationships and contracts			4.9
Computer software licenses			2.0
Trademarks			3.4

Stock-Based Compensation - Narrative (Details) - USD ($)						1 Months Ended	12 Months Ended
	Apr. 29, 2022	Feb. 24, 2022	Jul. 01, 2021	Sep. 01, 2020	Feb. 21, 2020	Jul. 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)							1,332,189
Stock-based compensation capitalized as internal-use software							$ 976,000	$ 636,000	$ 181,000
Stock-based compensation expense							$ 0	$ 0	0
Service period (in years)							4 years
Options granted (in shares)							0	0
Shares exercised in period							$ 3,900,000	$ 67,000,000	83,200,000
Total grant-date fair value of stock options vested							5,200,000	6,800,000	9,900,000
Nonvested award options, unrecognized compensation expense							$ 100,000
Able Health, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares issued (in shares)					179,392
Twistle Inc \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)			12 months
Twistle Inc \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)			18 months
KPI Ninja
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)		4 years
Nonvested awards, period for recognition							3 years 2 months 12 days
ARMUS
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)	3 years
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards, period for recognition							1 month 6 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)							4 years
Total grant-date fair value of stock options vested							$ 59,200,000	$ 38,100,000	$ 18,900,000
Nonvested awards, period for recognition							2 years 4 months 24 days
Vesting period							1 year
RSUs weighted-average grant date fair value (in USD per share)							$ 23.53	$ 50.83	$ 33.59
Unrecognized stock-based compensation expense							$ 86,900,000
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)							4 years
Total grant-date fair value of stock options vested							$ 13,000,000
Nonvested awards, period for recognition							6 months
RSUs weighted-average grant date fair value (in USD per share)							$ 25.46	$ 50.24
Unrecognized stock-based compensation expense							$ 800,000
Performance-based restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent							0.00%
Performance-based restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent							100.00%
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant (in shares)						750,000
Percentage increase of the number of common stock shares (in percentage)						1.00%
Shares available for grant (in shares)										526,900
Total grant-date fair value of stock options vested							$ 3,200,000
Amount of shares to be increased by (in shares)						750,000
Offering period							6 months
Maximum employee subscription rate (in percentage)							15.00%
Maximum purchase value during offering Period per employee							$ 25,000
Maximum purchased shares allowed (in shares)							2,500
Purchase price of common stock (in percentage)							85.00%
Stock plan offering period							6 months
Shares issued in period (in shares)							303,685
Per share weighted average price of shares purchased (in USD per share)							$ 10.38
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards, period for recognition							1 year 1 month 6 days
Unrecognized stock-based compensation expense							$ 7,700,000
Restricted shares \| Able Health, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)					1 year		1 year
Number of restricted shares issued (in shares)					179,392
Restricted shares \| Vitalware LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)			1 year
Vesting period				1 year
Vesting percent				25.00%
Number of restricted shares issued (in shares)				203,997
Restricted shares \| Vitalware LLC \| Vesting monthly over one year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				1 year
Vesting percent				75.00%
Restricted shares \| Twistle Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)			18 months
Number of restricted shares issued (in shares)			67,939
Acquisition date anniversary, release of shares			18 months
Restricted shares \| KPI Ninja
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Acquisition date anniversary, release of shares		6 months
Number of restricted shares issued (in shares)		356,919
Restricted shares \| ARMUS
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)	18 months
Nonvested awards, period for recognition							2 years 3 months 18 days
Number of restricted shares issued (in shares)	235,330
Acquisition date anniversary, release of shares	18 months
Stock Incentive Plan 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant (in shares)							2,500,000			2,634,500
Stock Incentive Plan 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant (in shares)							2,756,607
Number of additional shares authorized (in shares)							256,607
Percentage increase of the number of common stock shares (in percentage)							5.00%
Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant (in shares)							17,929,420	15,294,920	13,109,459
Shares available for grant (in shares)							2,479,622	2,969,638	2,481,818

Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill	$ 185,982	$ 169,972
Technology
Goodwill [Line Items]
Goodwill	185,200	169,190
Professional services
Goodwill [Line Items]
Goodwill	$ 782	$ 782

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

We operate our business in two operating segments that also represent our reporting units. Our reporting units are organized based on our technology and professional services. We have not incurred any goodwill impairment charges.

Goodwill by reporting unit is as follows (in thousands):


	As of December 31,
	2022		2021

Technology	$	185,200	$	169,190
Professional services	782		782
Total goodwill	$	185,982	$	169,972

As of December 31, 2022, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	100,829	$	(61,775)	$	39,054
Client relationships and contracts	84,764		(34,757)		50,007
Computer software licenses	8,791		(6,893)		1,898
Trademarks	2,720		(1,490)		1,230
Total intangible assets	$	197,104	$	(104,915)	$	92,189

As of December 31, 2021, intangible assets consisted of the following (in thousands):


	Gross		Accumulated Amortization		Net
Developed technologies	$	82,729	$	(40,988)	$	41,741
Client relationships and contracts	81,464		(21,078)		60,386
Computer software licenses	8,392		(6,590)		1,802
Trademarks	1,720		(861)		859
Total intangible assets	$	174,305	$	(69,517)	$	104,788

Amortization expense of acquired intangible assets for the years ended December 31, 2022, 2021, and 2020 was $37.2 million, $32.0 million, and $15.9 million, respectively. Amortization expense for intangible assets is included in depreciation and amortization in the consolidated statements of operations. We have not incurred any intangible asset impairment charges for the years ended December 31, 2022, 2021, and 2020.

The weighted-average remaining amortization period by type of intangible assets as of December 31, 2022 is as follows:


			Weighted-Average Remaining Amortization Period (years)
Developed technologies			3.0
Client relationships and contracts			4.9
Computer software licenses			2.0
Trademarks			3.4

As of December 31, 2022, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands):


Year Ending December 31,
2023	$	28,792
2024	22,857
2025	15,996
2026	12,631
2027	9,942
Thereafter	1,971
Total future amortization expense	$	92,189

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock and Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)
Common stock, beginning balance (in shares) at Dec. 31, 2019			36,678,854
Stockholders' equity (deficit), beginning balance at Dec. 31, 2019	$ 200,644	$ (119)	$ 811,086	$ (610,514)	$ (119)	$ 72
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock as acquisition consideration (in shares)			2,190,229
Issuance of common stock as acquisition consideration	72,457		$ 72,457
Equity component of convertible senior notes, net	61,213		61,213
Purchase of Capped Calls concurrent with issuance of convertible senior notes	(21,743)		$ (21,743)
Issuance of common stock for settlement of contingent consideration	0
Exercise of stock options (in shares)			3,748,719
Exercise of stock options	36,264		$ 36,264
Vesting of restricted stock units and restricted shares (in shares)			585,057
Issuance of common stock under ESPP (in shares)			173,989
Issuance of common stock under ESPP	4,273		$ 4,273
Stock-based compensation	38,138		$ 38,138
Net loss	(115,017)			(115,017)
Other comprehensive gain (loss)	(11)					(11)
Common stock, ending balance (in shares) at Dec. 31, 2020			43,376,848
Stockholders' equity (deficit), ending balance at Dec. 31, 2020	$ 276,099		$ 1,001,688	(725,650)		61
Accounting standards update [Extensible List]	Accounting Standards Update 2020-06
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Initial public offering, net of underwriters' discounts and commissions and offering costs (in shares)			4,882,075
Initial public offering, net of underwriters' discounts and commissions and offering costs	$ 245,180		$ 245,180
Issuance of common stock as acquisition consideration (in shares)			762,765
Issuance of common stock as acquisition consideration	43,104		$ 43,104
Issuance of common stock for settlement of contingent consideration (in shares)			409,029
Issuance of common stock for settlement of contingent consideration	20,083		$ 20,083
Exercise of stock options (in shares)			1,738,027
Exercise of stock options	20,350		$ 20,350
Vesting of restricted stock units and restricted shares (in shares)			1,316,657
Vesting of restricted stock units and restricted shares	2		$ 2
Issuance of common stock under ESPP (in shares)			136,679
Issuance of common stock under ESPP	4,837		$ 4,837
Stock-based compensation	65,781		$ 65,781
Net loss	(153,210)			(153,210)
Other comprehensive gain (loss)	$ (128)					(128)
Common stock, ending balance (in shares) at Dec. 31, 2021	52,690,019		52,622,080
Stockholders' equity (deficit), ending balance at Dec. 31, 2021	$ 522,098		$ 1,401,025	(878,860)		(67)
Stockholders' equity (deficit), ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021	(43,973)		$ (61,213)	17,240
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock as acquisition consideration (in shares)			113,386
Issuance of common stock as acquisition consideration	3,006		$ 3,006
Issuance of common stock for settlement of contingent consideration (in shares)			517,575
Issuance of common stock for settlement of contingent consideration	$ 10,052		$ 10,052
Exercise of stock options (in shares)	353,499		353,499
Exercise of stock options	$ 3,969		$ 3,969
Vesting of restricted stock units and restricted shares (in shares)			2,060,836
Vesting of restricted stock units and restricted shares	0
Issuance of common stock under ESPP (in shares)			303,685
Issuance of common stock under ESPP	3,153		$ 3,153
Stock-based compensation	73,082		$ 73,082
Repurchase of common stock (in shares)			(709,139)
Repurchase of common stock	(8,393)		$ (8,393)
Net loss	(137,403)			(137,403)
Other comprehensive gain (loss)	$ (581)					(581)
Common stock, ending balance (in shares) at Dec. 31, 2022	55,764,942		55,261,922
Stockholders' equity (deficit), ending balance at Dec. 31, 2022	$ 425,010		$ 1,424,681	$ (999,023)		$ (648)

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Maturities

Maturities of lease liabilities under operating leases at December 31, 2022 are as follows (in thousands):


Year ending December 31:
2023	$	3,434
2024	3,072
2025	2,931
2026	2,881
2027	2,881
Thereafter	11,283
Total lease payments	26,482
Less: Imputed interest	(5,031)
Total lease liability	$	21,451

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 is as follows (in thousands other than weighted average amounts):


	As of December 31,
	2022			2021

Operating lease right-of-use assets	$	16,658		$	21,133
Operating lease liabilities, current	$	3,434		$	3,425
Operating lease liabilities, noncurrent	18,017			20,244
Total operating lease liabilities	$	21,451		$	23,669

Weighted-average remaining operating lease term (years)	8.7			9.6
Weighted-average operating lease discount rate	5.0		%	5.0		%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 116,312	$ 193,227
Short-term investments	247,178	251,754
Accounts receivable, net	47,970	48,801
Prepaid expenses and other assets	16,335	14,609
Total current assets	427,795	508,391
Property and equipment, net	25,928	23,316
Operating lease right-of-use assets	16,658	21,133
Intangible assets, net	92,189	104,788
Goodwill	185,982	169,972
Other assets	3,734	4,496
Total assets	752,286	832,096
Current liabilities:
Accounts payable	4,424	4,693
Accrued liabilities	19,691	23,725
Deferred revenue	54,961	56,632
Operating lease liabilities	3,434	3,425
Contingent consideration liabilities	0	4,576
Total current liabilities	82,510	93,051
Long-term debt, net of current portion	226,523	180,942
Deferred revenue, net of current portion	105	929
Operating lease liabilities, net of current portion	18,017	20,244
Contingent consideration liabilities, net of current portion	0	14,719
Other liabilities	121	113
Total liabilities	327,276	309,998
Commitments and contingencies (Notes 9 and 16)
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of December 31, 2022 and 2021	0	0
Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of December 31, 2022 and 2021; 55,261,922 and 52,622,080 shares issued and outstanding as of December 31, 2022 and 2021, respectively	1,424,681	1,401,025
Accumulated deficit	(999,023)	(878,860)
Accumulated other comprehensive loss	(648)	(67)
Total stockholders’ equity	425,010	522,098
Total liabilities and stockholders’ equity	$ 752,286	$ 832,096

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

In 2011, our board of directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares and granting of RSUs and options for our common stock to our directors, team members, or consultants. In connection with our IPO, our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants.

We initially reserved 2,756,607 shares of our common stock (2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan that were available immediately prior to the IPO registration date). The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2022, there were an additional 2,634,500 shares reserved for issuance under the 2019 Plan.

As of December 31, 2022, 2021, and 2020, there were 17,929,420, 15,294,920, and 13,109,459 shares authorized for grant, respectively, and 2,479,622, 2,969,638, and 2,481,818 shares available for grant, respectively, under the 2019 Plan and 2011 Plan (collectively, the Stock Incentive Plan).

The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands):


	Year Ended December 31,
	2022		2021		2020
Options	$	2,722	$	5,276	$	7,793
Restricted stock units (RSUs)	54,760		40,345		21,469
Performance-based restricted stock units (PRSUs)	5,209		10,944		—
Employee stock purchase plan	1,623		1,511		1,856
Restricted shares	7,790		7,069		6,839
Total stock-based compensation	$	72,104	$	65,145	$	37,957


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	10,288	$	10,110	$	4,256
Sales and marketing	28,082		22,698		13,093
Research and development	12,938		10,213		8,069
General and administrative	20,796		22,124		12,539
Total stock-based compensation	$	72,104	$	65,145	$	37,957

For the years ended December 31, 2022, 2021, and 2020 we capitalized $1.0 million, $0.6 million, and $0.2 million respectively, of stock-based compensation as internal-use software. We did not capitalize any stock-based compensation expense to deferred costs for the years ended December 31, 2022, 2021, and 2020.

Stock options

All options were granted with an exercise price determined by the board of directors that was equal to the estimated fair value of our common stock at the date of grant, based on the information known on the date of grant. Subject to certain exceptions defined in the Stock Incentive Plan related to an employee's termination, options generally expire on the tenth anniversary of the applicable grant date. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation based on the grant date fair value of the awards and recognize that cost using the straight-line method over the requisite service period of the award. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. The service-based condition is generally a service period of four years.

The fair value of options, which vest in accordance with service schedules, was estimated on the date of grant or, when applicable, the modification date, using the Black-Scholes option pricing model. The absence of an active market for our common stock required us to estimate the fair value of our common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. We obtained contemporaneous third-party valuations to assist in determining the estimated fair value of our common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Expected volatilities were based on historical volatilities of comparable companies. The expected term of the options was based on the simplified method outlined in the SEC Staff accounting guidance, under which we estimated the term as the average of the option’s contractual term and the option’s weighted average vesting period. The risk-free rate represented the yield on U.S. Treasury bonds with maturity equal to the expected term of the granted option. We account for forfeitures as they occur. All standard stock options outstanding at December 31, 2022 and 2021 are expected to vest according to their specific schedules.

A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2022, is as follows:


	Time-Based Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2021	2,115,484	$	11.45	5.9	$	59,591,457
Options exercised	(353,499)	11.18
Options cancelled/forfeited	(13,679)	11.56
Outstanding at December 31, 2022	1,748,306	$	11.51	4.9	$	690,493
Vested and expected to vest as of December 31, 2022	1,748,306	$	11.51	4.9	$	690,493
Vested and exercisable as of December 31, 2022	1,702,006	$	11.38	4.9	$	690,493

There were no stock options granted during the years ended December 31, 2022, 2021, and 2020. The aggregate intrinsic value of stock options exercised was $3.9 million, $67.0 million, and $83.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2022, 2021, and 2020 was $5.2 million, $6.8 million, and $9.9 million, respectively. As of December 31, 2022, approximately $0.1 million of unrecognized compensation expense related to our stock options is expected to be recognized over a remaining weighted-average period of 0.1 years.

Restricted stock units (RSUs)

The service-based condition for restricted stock units (RSUs) is generally satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2022:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested and outstanding at January 1, 2022	2,273,354	$	43.84
RSUs granted	3,115,857	23.53
RSUs vested	(1,644,948)	35.97
RSUs forfeited	(451,320)	35.30
Unvested and outstanding at December 31, 2022	3,292,943	$	29.71

During the years ended December 31, 2022, 2021, and 2020, we granted RSUs with a weighted-average grant date fair value of $23.53, $50.83, and $33.59, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of RSUs vested during the years ended December 31, 2022, 2021, and 2020 was $59.2 million, $38.1 million, and $18.9 million, respectively. As of December 31, 2022, we had $86.9 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.4 years.

Performance-based restricted stock units (PRSUs)

During the year ended December 31, 2022, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals as part of our annual bonus plan. These PRSUs will vest to the extent the applicable performance conditions are achieved for the year ended December 31, 2022, and if the individual employee continues to provide services to us through the vesting date of March 1, 2023. The number of PRSUs that will ultimately vest from the 2022 PRSU grants can range from 0% to 100% of the original amount granted depending on our performance during 2022 against the pre-established targets.

We have also granted additional executive PRSUs based on annual performance conditions with an extended four-year service condition whereby one quarter of such shares vest on March 1 of the following year and the remainder in quarterly installments thereafter.

The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2022:


	Performance-based Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested and outstanding at January 1, 2022	319,442	$	50.28
PRSUs granted	646,975	25.46
PRSUs vested	(258,720)	50.13
PRSUs forfeited	(173,317)	34.31
Unvested and outstanding at December 31, 2022	534,380	$	25.45

During the years ended December 31, 2022 and 2021, we granted PRSUs with a weighted-average grant date fair value of $25.46 and $50.24, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of PRSUs vested during the year ended December 31, 2022 was $13.0 million. As of December 31, 2022, we had $0.8 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 0.5 years.

Employee stock purchase plan

In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. As of January 1, 2022, the number of shares of common stock available for issuance under the ESPP increased by 526,900 shares.

The ESPP generally provides for six-month offering periods. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period or accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant dates(s)) for each calendar year. A participant may purchase the lowest of (i) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (ii) 2,500 shares; or (iii) such other lesser maximum number of shares as shall have been established by the ESPP Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period.

The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment.

The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2022, 2021, and 2020:


	Year Ended December 31,
	2022	2021	2020
Expected volatility	37.5%-75.8%	33.8%-40.4%	54.9%-79.8%
Expected term (in years)	0.5	0.5	0.5
Risk-free interest rate	0.2%-2.5%	0.1%	0.2%-1.6%
Expected dividends	—	—	—

Expected volatility estimates were based on the historical volatility of our common stock as of the beginning of each respective offering period. The expected term of the ESPP option component was based on the six-month offering period and the risk-free rate represented the yield on U.S. Treasury bonds with maturity equal to the expected term as of the beginning of each respective offering period.

During the year ended December 31, 2022, we issued 303,685 shares under the ESPP, with a weighted-average purchase price per share of $10.38. Total cash proceeds withheld from employees for the purchase of shares under the ESPP in 2022 were $3.2 million. As of December 31, 2022, 1,332,189 shares are reserved for future issuance under the ESPP.

Restricted shares

As part of the Able Health acquisition that closed on February 21, 2020, 179,392 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year of continuous service by the applicable team members.

As part of the Vitalware acquisition that closed on September 1, 2020, 203,997 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date.

As part of the Twistle acquisition that closed on July 1, 2021, 67,939 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year or, in some instances, eighteen months of continuous service and the restricted shares were released on the eighteen-month anniversary of the acquisition closing date.

As part of the KPI Ninja acquisition that closed on February 24, 2022, 356,919 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to continuous service with 25% vesting upon each six-month anniversary of the acquisition close date.

As part of the ARMUS acquisition that closed on April 29, 2022, 235,330 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to eighteen months of continuous service with cliff vesting upon the eighteen-month anniversary of the acquisition close date.

As of December 31, 2022, we had $7.7 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be recognized over a weighted-average period of 1.1 years.

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense


	Year Ended December 31,
	2022		2021		2020
Options	$	2,722	$	5,276	$	7,793
Restricted stock units (RSUs)	54,760		40,345		21,469
Performance-based restricted stock units (PRSUs)	5,209		10,944		—
Employee stock purchase plan	1,623		1,511		1,856
Restricted shares	7,790		7,069		6,839
Total stock-based compensation	$	72,104	$	65,145	$	37,957


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	10,288	$	10,110	$	4,256
Sales and marketing	28,082		22,698		13,093
Research and development	12,938		10,213		8,069
General and administrative	20,796		22,124		12,539
Total stock-based compensation	$	72,104	$	65,145	$	37,957

Schedule of Information Related to Stock Options

A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2022, is as follows:


	Time-Based Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2021	2,115,484	$	11.45	5.9	$	59,591,457
Options exercised	(353,499)	11.18
Options cancelled/forfeited	(13,679)	11.56
Outstanding at December 31, 2022	1,748,306	$	11.51	4.9	$	690,493
Vested and expected to vest as of December 31, 2022	1,748,306	$	11.51	4.9	$	690,493
Vested and exercisable as of December 31, 2022	1,702,006	$	11.38	4.9	$	690,493

Schedule of Outstanding RSUs and Related Activity

The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2022:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested and outstanding at January 1, 2022	2,273,354	$	43.84
RSUs granted	3,115,857	23.53
RSUs vested	(1,644,948)	35.97
RSUs forfeited	(451,320)	35.30
Unvested and outstanding at December 31, 2022	3,292,943	$	29.71

The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2022:


	Performance-based Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested and outstanding at January 1, 2022	319,442	$	50.28
PRSUs granted	646,975	25.46
PRSUs vested	(258,720)	50.13
PRSUs forfeited	(173,317)	34.31
Unvested and outstanding at December 31, 2022	534,380	$	25.45

Schedule of Employee Stock Purchase Plan


	Year Ended December 31,
	2022	2021	2020
Expected volatility	37.5%-75.8%	33.8%-40.4%	54.9%-79.8%
Expected term (in years)	0.5	0.5	0.5
Risk-free interest rate	0.2%-2.5%	0.1%	0.2%-1.6%
Expected dividends	—	—	—

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Nature of operations

Health Catalyst, Inc. (Health Catalyst) was incorporated under the laws of Delaware in September 2011. We are a leading provider of data and analytics technology and services to healthcare organizations. Our Solution comprises our cloud-based data platform, software analytics applications, and professional services expertise. Our clients, which are primarily healthcare providers, use our Solution to manage their data, derive analytical insights to operate their organization, and produce measurable clinical, financial, and operational improvements.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Principles of consolidation

The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provisions for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software, impairment assessments of goodwill, intangible assets, and other long-lived assets, fair value of financial instruments, deferred tax assets, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, and tax uncertainties. Actual results could differ significantly from those estimates.

Segment reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (CODM) in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services.

The CODM, the Chief Executive Officer, uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit.

Net loss per share

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted net loss per share is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive.

Revenue recognition

We derive our revenues primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps:

•Identification of the contract, or contracts, with a client;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy the performance obligation.

We recognize revenue net of any taxes collected from clients and subsequently remitted to governmental authorities.

Technology revenue

Technology revenue primarily consists of subscription fees charged to clients for access to use our technology. We provide clients access to our technology through either an all-access or limited-access, modular subscription.

The majority of our subscription arrangements are cloud-based and do not provide clients the right to take possession of the technology or contain a significant penalty if the client were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the client. Our subscription contracts generally have a three or five-year term, of which many are terminable after one year upon 90 days’ notice.

Subscriptions that allow the client to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products, and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the client. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the client.

Professional services revenue

Professional services revenue primarily includes data and analytics services, domain expertise services, Tech-enabled Managed Services, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our clients on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our clients. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient.

Contracts with multiple performance obligations

Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation method. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include client demographics and the types of users.

Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we generally use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable.

Variable consideration

We have also entered into at-risk and shared savings arrangements with certain clients whereby we receive variable consideration based on the achievement of measurable improvements which may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved.

Contract balances

Contract assets resulting from services performed prior to invoicing clients are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2022, 2021, and 2020, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $0.9 million, $0.8 million and $1.6 million, respectively.

We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the client. As of December 31, 2022, 2021, and 2020, the total of current and non-current deferred revenue on our consolidated balance sheets was $55.1 million, $57.6 million, and $49.0 million, respectively.

Deferred costs

We capitalize sales commissions, and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with clients, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the client contract. As of December 31, 2022 and 2021, $1.5 million and $1.4 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2022 and 2021, the remaining $2.6 million and $3.0 million, respectively, of deferred contract acquisition costs are included in non-current other assets.

Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average client life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average client life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs was $2.1 million, $1.1 million, and $0.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, which is included within sales and marketing expense in the consolidated statements of operations.

We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts, and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. Amortization of deferred fulfillment costs is included within cost of revenue in the consolidated statements of operations.

We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented.

Cost of revenue, excluding depreciation and amortization

Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, license and revenue share fees, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization.

Cash and cash equivalents

We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents.

Short-term investments

Our investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the consolidated balance sheets.

Accounts receivable

Accounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, client payment patterns, the establishment of specific reserves for clients in an adverse financial condition, and our expectations of changes in macroeconomic conditions, including the lingering effects of the COVID-19 pandemic, high interest rates and high inflation, that may impact the collectability of outstanding receivables.

We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands):


	Year Ended December 31,
	2022		2021		2020
Balance at beginning of period	$	1,600	$	1,200	$	534
Current period provision for expected credit losses	691		499		863
Write-offs, net of recoveries	9		(99)		(197)
Balance at end of period	$	2,300	$	1,600	$	1,200

Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows:


Computer equipment			2-3 years
Furniture and fixtures			3-5 years
Leasehold improvements			Lesser of lease term or estimated useful life
Computer software			2-5 years
Capitalized internal-use software costs			2-3 years

When there are indicators of potential impairment, we evaluate the recoverability of the carrying values by comparing the carrying amount of the applicable asset group to the estimated undiscounted future cash flows expected to be generated by the asset group over the remaining useful life of the primary asset, plus any terminal value, in the asset group. If the carrying amount of the asset group exceeds those estimated future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the long-lived assets exceeds the fair value of the assets.

Intangible assets

Intangible assets include developed technologies, client relationships, client contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows:


Developed technologies			3-10 years
Client relationships and contract backlog			2-7 years
Computer software licenses			1-5 years
Trademarks			1-5 years

Goodwill

We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, client relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually on October 31 or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist.

Our first step in the goodwill impairment test is a qualitative analysis of factors that could be indicators of potential impairment. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions, or other events impacting the reporting unit.

Next, if a quantitative analysis is necessary, we compare the fair value of the reporting unit with its carrying amount, including goodwill. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit, which requires management to use significant judgment and estimation. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the reporting units, as well as the sensitivity of the respective fair values to the underlying significant assumptions. Typical methods to derive the fair value of reporting units include using the income or market approaches. The significant assumptions used to form the basis of the estimates include, among others, the selection of valuation methodologies, estimates of expected revenue, including revenue growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and the selection of appropriate market comparable companies. Many of these significant assumptions are forward-looking and could be affected by future economic and market conditions. If a quantitative analysis is necessary, we would typically engage the assistance of a valuation specialist in concluding on fair value measurements in connection with determining the fair values of our reporting units.

If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, we would recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. There was no impairment of goodwill for the years ended December 31, 2022, 2021, and 2020.

Business combinations

The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the client-related intangible assets and technology-related intangible assets.

The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for client relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of material assets acquired and liabilities assumed in a business combination.

For the years ended December 31, 2022, 2021, and 2020, we expensed $2.3 million, $1.4 million and $2.7 million, respectively, of transaction costs associated with business combinations. The costs were expensed as incurred and are included in general and administrative expense in our consolidated statements of operations.

Contingent consideration liabilities

Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our consolidated financial statements. We generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential payment scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period.

The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our consolidated balance sheets, while the portion to be paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our consolidated statements of operations. There were no contingent consideration liabilities outstanding as of December 31, 2022.

Advertising costs

All advertising costs are expensed as incurred. For the years ended December 31, 2022, 2021, and 2020, we incurred $5.7 million, $4.4 million, and $4.3 million in advertising costs, respectively.

Development costs and internal-use software

For technology products that are developed to be sold externally, we determined that technological feasibility is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential.

We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our clients on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life with amortization included in depreciation and amortization expense in our consolidated statements of operations.

Stock-based compensation

Stock-based awards, including stock options, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date or, when applicable, the modification date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however, we also consider whether any adjustments are required when the market closing price does not reflect certain material non-public information that we know but is unavailable to marketplace participants on the date of grant.

We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period, we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly.

Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period.

The measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award.

Concentrations of credit risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits.

We perform ongoing credit evaluations of our clients’ financial condition and require no collateral from clients. We review the expected collectability of accounts receivable and record an allowance for credit losses based on the probability of future collections. There was one client that had an accounts receivable balance of 10.5% of total outstanding accounts receivable as of December 31, 2022. There were no clients with outstanding accounts receivable balances as a percentage of total outstanding accounts receivable balance greater than 10% as of December 31, 2021. There were no clients with revenue as a percentage of total revenue greater than 10% for the years ended December 31, 2022, 2021, and 2020.

Restructuring costs

We define restructuring costs as expenses directly associated with restructuring activities. Such costs include severance and related tax and benefit expenses from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. In general, we record team member-related severance costs when there is a substantive plan in place and the related costs are probable and estimable. For one-time termination benefits for team members (i.e., no substantive plan or future service requirement), the cost is recorded when the team members are entitled to receive such benefits and the amount can be reasonably estimated.

Income taxes

Deferred income tax balances are accounted for using the asset and liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and tax credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets.

We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not currently accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because the impact would be immaterial due to our net operating losses and tax credit carryforwards. Significant judgment is required to evaluate uncertain tax positions.

Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations.

Fair value of financial instruments

The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of contingent consideration liabilities, operating lease liabilities, and convertible senior notes approximate fair value based on interest rates available for debt with similar terms at December 31, 2022 and 2021. Money market funds and short-term investments are measured at fair value on a recurring basis. Our contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market.

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

•Level 1- Quoted prices in active markets for identical assets or liabilities.

•Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information. Our contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn out period utilizing various potential pay-out scenarios.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheets. We have adopted the short-term lease recognition exemption policy. All of our leasing commitments are classified either as operating leases or otherwise qualify as short-term leases with lease terms of 12 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our lease contracts do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease executory costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not have lease agreements that contain non-lease components, which generally would be accounted for separately.

Foreign currency

The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity. We record foreign exchange gains and losses in interest and other expense, net. Our net foreign exchange gains and losses were not material for the periods presented.

Accounting pronouncements adopted

Accounting for convertible instruments

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The new standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments are reported as a single liability instrument with no separate accounting for embedded conversion features. The new standard also simplifies the diluted net income per share calculation, including a requirement to apply the if-converted method when calculating the potentially dilutive impact of convertible instruments. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021 and we adopted this standard using the modified retrospective approach as of January 1, 2022.

Adoption of the new standard resulted in significant classification changes to our consolidated balance sheet as of January 1, 2022, including a decrease to accumulated deficit of $17.2 million and a decrease to additional paid-in capital of $61.2 million related to amounts attributable to the conversion premium that had previously been recorded in equity. We also recorded a net increase to the convertible senior notes balance of $44.0 million due to the reclassification of the conversion premium from equity to debt.

The adoption of this standard reduced our reported non-cash interest expense as we no longer record amortization of the debt discount attributable to the conversion premium. As we expect continued net losses in the near term, we do not expect significant changes to our diluted net loss per share calculation presented in our consolidated statements of operations. However, applying the if-converted method instead of the treasury stock method, which was being applied prior to January 1, 2022, resulted in a significant increase in the potentially dilutive securities related to convertible senior notes disclosed in the notes to the consolidated financial statements after adopting the new standard. There was no other impact to our consolidated financial statements and related disclosures as a result of the adoption of this standard.

Accounting for business combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities (e.g., deferred revenue) acquired in a business combination in accordance with Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We early adopted ASU 2021-08 and have applied that ASU prospectively to business combinations occurring on or after January 1, 2022. Prior to the adoption of the new standard, we recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with clients, at fair value on the acquisition date. The adoption of this standard did not materially impact our consolidated financial statements.

Recent accounting pronouncements not yet adopted

There have been no recent accounting pronouncements issued which are expected to have a material effect on our consolidated financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance.

Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disaggregation of Revenue [Line Items]

Revenue

^[1]

$ 276,236

$ 241,926

$ 188,845

Recurring technology

Disaggregation of Revenue [Line Items]

Revenue

175,808

147,446

110,467

One-time technology (i.e., perpetual license)

Disaggregation of Revenue [Line Items]

Revenue

480

272

Professional services

Disaggregation of Revenue [Line Items]

Revenue

^[1]

$ 99,948

$ 94,208

$ 78,378

[1]	Includes amounts attributable to related party transactions. See Note 18 for further details.

- Definition

+ References

+ Details

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Feb. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38993
Entity Registrant Name	HEALTH CATALYST, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-3337483
Entity Address, Address Line One	10897 South River Front Parkway #300
Entity Address, City or Town	South Jordan
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84095
City Area Code	801
Local Phone Number	708-6800
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	HCAT
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 783.2
Entity Common Stock, Shares Outstanding		55,805,876
Documents Incorporated by Reference	Part III incorporates information by reference from the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the Registrant’s 2023 Annual Meeting of Stockholders.
Entity Central Index Key	0001636422
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Goodwill and Intangible Assets - Schedule of Remaining Amortization Period (Details)	12 Months Ended
	Dec. 31, 2022
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period (years)	3 years
Client relationships and contracts
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period (years)	4 years 10 months 24 days
Computer software licenses
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period (years)	2 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period (years)	3 years 4 months 24 days

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Revenue:

Revenue

^[1]

$ 276,236

$ 241,926

$ 188,845

Cost of revenue, excluding depreciation and amortization:

Total cost of revenue, excluding depreciation and amortization

^[1]

143,049

124,354

98,077

Operating expenses:

Sales and marketing

87,514

75,027

55,411

Research and development

75,680

62,733

53,517

General and administrative

61,701

85,934

59,240

Depreciation and amortization

48,297

37,528

18,725

Total operating expenses

273,192

261,222

186,893

Loss from operations

(140,005)

(143,650)

(96,125)

Loss on extinguishment of debt

(8,514)

Interest and other expense, net

(1,678)

(16,458)

(11,572)

Loss before income taxes

(141,683)

(160,108)

(116,211)

Income tax benefit

(4,280)

(6,898)

(1,194)

Net loss

$ (137,403)

$ (153,210)

$ (115,017)

Net loss per share, basic (in USD per share)

$ (2.56)

$ (3.23)

$ (2.91)

Net loss per share, diluted (in USD per share)

$ (2.63)

$ (3.23)

$ (2.91)

Weighted-average shares outstanding used in calculating net loss per share, basic (in shares)

53,721,702

47,494,768

39,540,726

Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares)

54,079,732

47,494,768

39,540,726

Technology

Revenue:

Revenue

^[1]

$ 176,288

$ 147,718

$ 110,467

Cost of revenue, excluding depreciation and amortization:

Total cost of revenue, excluding depreciation and amortization

^[1]

56,642

47,516

35,604

Professional services

Revenue:

Revenue

^[1]

99,948

94,208

78,378

Cost of revenue, excluding depreciation and amortization:

Total cost of revenue, excluding depreciation and amortization

^[1]

$ 86,407

$ 76,838

$ 62,473

[1]	Includes amounts attributable to related party transactions. See Note 18 for further details.

Description of Business and Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of operating segments \| segment	2
Allowed termination period for most subscription contracts	1 year
Notice required for termination for most subscription contracts	90 days
Unbilled accounts receivable	$ 900,000	$ 800,000	$ 1,600,000
Deferred revenue	55,100,000	57,600,000	49,000,000
Deferred commissions current	$ 1,500,000
Deferred contract fulfillment costs		1,400,000
Deferred contract acquisition cost amortization period	12 months
Deferred commissions non current	$ 2,600,000	3,000,000
Estimated period of benefit	4 years
Amortization of deferred contract acquisition costs	$ 2,100,000	1,100,000	400,000
Impairment losses recorded on deferred contract costs	0	0	0
Goodwill impairment	0	0	0
Acquisition related costs	2,300,000	1,400,000	2,700,000
Advertising expense	5,700,000	4,400,000	$ 4,300,000
Accumulated deficit	$ 999,023,000	$ 878,860,000
Accounts receivable \| Customer concentration risk \| One Client
Subsidiary, Sale of Stock [Line Items]
Concentration risk (in percentage)	10.50%
Minimum
Subsidiary, Sale of Stock [Line Items]
Term for most subscription contracts	3 years
Maximum
Subsidiary, Sale of Stock [Line Items]
Term for most subscription contracts	5 years
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2020-06
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit				$ 17,200,000
Additional paid-in capital				(61,200,000)
Convertible debt				$ 44,000,000

Contingencies	12 Months Ended
Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. We are involved in legal proceedings from time to time that arise in the normal course of business, including the matter described below. On December 21, 2020, Pascal Metrics, Inc. (Pascal Metrics) filed a complaint against the Company in the Delaware Chancery Court (as amended, Complaint) alleging that the Company misappropriated alleged trade secrets of Pascal Metrics and seeking monetary damages. The Complaint focuses upon Patient Safety Monitor. The Company denied the allegations and filed a Motion to Dismiss. In response, Pascal Metrics filed a Verified First Amended Complaint on April 12, 2021. On April 26, 2021, the Company filed a second motion to dismiss. The Company’s motion to dismiss was granted as to the tortious interference claim, however the case is proceeding on the trade secret misappropriation claims. On January 25, 2022 Pascal Metrics filed a Verified Second Amended Complaint with the Superior Court of the State of Delaware. The case is now in the discovery stage and a trial is scheduled for June 5, 2023. The Company believes the lawsuit is without merit and intends to continue to vigorously defend against the allegations contained in the Complaint. It is reasonably possible that a loss may be incurred, but at this time, the Company is unable to predict the outcome or reasonably estimate the amount of loss or range of losses that could potentially result from this litigation. Given the uncertain nature of litigation, there can be no assurance that this matter will not have a material adverse effect on the Company’s business, operating results, financial condition, or cash flows.

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 197,104	$ 174,305
Accumulated Amortization	(104,915)	(69,517)
Total future amortization expense	92,189	104,788
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Gross	100,829	82,729
Accumulated Amortization	(61,775)	(40,988)
Total future amortization expense	39,054	41,741
Client relationships and contracts
Finite-Lived Intangible Assets [Line Items]
Gross	84,764	81,464
Accumulated Amortization	(34,757)	(21,078)
Total future amortization expense	50,007	60,386
Computer software licenses
Finite-Lived Intangible Assets [Line Items]
Gross	8,791	8,392
Accumulated Amortization	(6,893)	(6,590)
Total future amortization expense	1,898	1,802
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross	2,720	1,720
Accumulated Amortization	(1,490)	(861)
Total future amortization expense	$ 1,230	$ 859

Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 16,658	$ 21,133
Operating lease liabilities, current	3,434	3,425
Operating lease liabilities, noncurrent	18,017	20,244
Total operating lease liabilities	$ 21,451	$ 23,669
Weighted-average remaining operating lease term (years)	8 years 8 months 12 days	9 years 7 months 6 days
Weighted-average operating lease discount rate (in percentage)	5.00%	5.00%

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 11,100	$ 5,500	$ 2,900
Impairment of long-lived assets	5,023	1,800	0
Capitalized internal-use software	14,100	7,300	1,600
Capitalized internal use software cost amortization expense	6,800	2,400	$ 700
Reduction In Life Sciences Business Unit And Senior Leadership Team
Property, Plant and Equipment [Line Items]
Impairment Charges	1,225
Leasehold Improvements And Furniture And Fixtures
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets	$ 1,200	$ 500

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Defined contribution plan, contributions	$ 4.9	$ 3.8	$ 3.2
Defined contribution plan employer matching contribution percent of match (in percentage)	100.00%	100.00%
Defined contribution plan employer matching contribution percent of employees' gross pay (in percentage)	4.00%	3.00%

Stock-Based Compensation - Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Time-Based Option Shares
Outstanding at beginning or period (in shares)	2,115,484
Options exercised (in shares)	(353,499)
Options cancelled/forfeited (in shares)	(13,679)
Outstanding at end of period (in shares)	1,748,306	2,115,484
Vested and expected to vest (in shares)	1,748,306
Vested and exercisable (in shares)	1,702,006
Weighted Average Exercise Price
Options outstanding, beginning balance, weighted-average exercise price, beginning balance (in USD per share)	$ 11.45
Options exercised, weighted-average exercise price (in USD per share)	11.18
Options cancelled/forfeited, weighted-average exercise price, (in USD per share)	11.56
Options outstanding, ending balance, weighted-average exercise price, ending balance (in USD per share)	11.51	$ 11.45
Vested and expected to vest (in USD per share)	11.51
Vested and exercisable (in USD per share)	$ 11.38
Weighted Average Remaining Contractual Life in Years
Option shares outstanding, weighted average remaining contractual life	4 years 10 months 24 days	5 years 10 months 24 days
Vested and expected to vest, weighted average remaining contractual life	4 years 10 months 24 days
Vested and exercisable, weighted average remaining contractual life	4 years 10 months 24 days
Aggregate Intrinsic Value
Option shares outstanding, aggregate intrinsic value	$ 690,493	$ 59,591,457
Option shares vested and expected to vest, aggregate intrinsic value	690,493
Option shares vested and exercisable, aggregate intrinsic value	$ 690,493

Short-term Investments - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Interest receivable	$ 0.6	$ 0.8

Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 43,385	$ 34,749
Less: accumulated depreciation	(17,457)	(11,433)
Property and equipment, net	25,928	23,316
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	10,021	9,235
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	9,969	10,832
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	3,731	3,715
Capitalized internal-use software costs
Property, Plant and Equipment [Line Items]
Total property and equipment	19,553	10,769
Computer software
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 111	$ 198

Segments (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Revenue

Segment revenue and Adjusted Gross Profit for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue:
Technology	$	176,288	$	147,718	$	110,467
Professional Services	99,948		94,208		78,378
Total	$	276,236	$	241,926	$	188,845

Schedule of Segment Adjusted Gross Profit


	Year Ended December 31,
	2022		2021		2020
Adjusted Gross Profit:
Technology	$	122,284	$	102,326	$	75,666
Professional Services	23,565		25,544		19,358
Total reportable segments Adjusted Gross Profit	145,849		127,870		95,024
Less Adjusted Gross Profit reconciling items:
Stock-based compensation	(10,288)		(10,110)		(4,256)
Acquisition-related costs, net(1)	(1,006)		(188)		—
Restructuring costs	(1,368)		—		—
Less other reconciling items:
Sales and marketing	(87,514)		(75,027)		(55,411)
Research and development	(75,680)		(62,733)		(53,517)
General and administrative	(61,701)		(85,934)		(59,240)
Depreciation and amortization	(48,297)		(37,528)		(18,725)
Debt extinguishment costs	—		—		(8,514)
Interest and other expense, net	(1,678)		(16,458)		(11,572)
Loss before income taxes	$	(141,683)	$	(160,108)	$	(116,211)

____________________

(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS, KPI Ninja, and Twistle acquisitions.

Short-term Investments (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Cash Equivalents and Short-Term Investments Measured at Fair Value

The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2022 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash equivalents		Short-term Investments
Money market funds	$	114,532	$	—	$	—	$	114,532	$	114,532	$	—
U.S. treasury notes	63,404		—		(427)		62,977		—		62,977
Commercial paper	150,724		2		—		150,726		—		150,726
Corporate bonds	26,235		—		(156)		26,079		—		26,079
U.S. agency securities	7,390		6		—		7,396		—		7,396
Total	$	362,285	$	8	$	(583)	$	361,710	$	114,532	$	247,178

The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash equivalents		Short-term Investments
Money market funds	$	173,475	$	—	$	—	$	173,475	$	173,475	$	—

Commercial paper	153,498		—		—		153,498		—		153,498
Corporate bonds	71,259		—		(45)		71,214		4,424		66,790
Asset-backed securities	31,509		—		(43)		31,466		—		31,466
Total	$	429,741	$	—	$	(88)	$	429,653	$	177,899	$	251,754

The following table presents the contractual maturities of our short-term investments as of December 31, 2022 and December 31, 2021 (in thousands):


	As of December 31, 2022				As of December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due within one year	$	247,753	$	247,178	$	230,429	$	230,372
Due between one and five years	—		—		21,411		21,382
Total	$	247,753	$	247,178	$	251,840	$	251,754

Short-term Investments

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Short-term Investments

We classify our short-term investments as available for sale. Available-for-sale securities are recorded on our consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive loss on the consolidated statements of comprehensive loss. We determine realized gains or losses on the sales of investments through the specific identification method and record such gains or losses as part of interest and other expense, net on the consolidated statements of operations. We did not have any material realized gains or losses on investments during the years ended December 31, 2022, 2021, and 2020. We measure the fair value of investments on a recurring basis.

The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2022 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash equivalents		Short-term Investments
Money market funds	$	114,532	$	—	$	—	$	114,532	$	114,532	$	—
U.S. treasury notes	63,404		—		(427)		62,977		—		62,977
Commercial paper	150,724		2		—		150,726		—		150,726
Corporate bonds	26,235		—		(156)		26,079		—		26,079
U.S. agency securities	7,390		6		—		7,396		—		7,396
Total	$	362,285	$	8	$	(583)	$	361,710	$	114,532	$	247,178

The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash equivalents		Short-term Investments
Money market funds	$	173,475	$	—	$	—	$	173,475	$	173,475	$	—

Commercial paper	153,498		—		—		153,498		—		153,498
Corporate bonds	71,259		—		(45)		71,214		4,424		66,790
Asset-backed securities	31,509		—		(43)		31,466		—		31,466
Total	$	429,741	$	—	$	(88)	$	429,653	$	177,899	$	251,754

The following table presents the contractual maturities of our short-term investments as of December 31, 2022 and December 31, 2021 (in thousands):


	As of December 31, 2022				As of December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due within one year	$	247,753	$	247,178	$	230,429	$	230,372
Due between one and five years	—		—		21,411		21,382
Total	$	247,753	$	247,178	$	251,840	$	251,754

Accrued interest receivables related to our available-for-sale securities of $0.6 million and $0.8 million as of December 31, 2022 and 2021, respectively, were included within prepaid expenses and other assets on our consolidated balance sheets.

On a quarterly basis we evaluate unrealized losses on our available-for-sale debt securities and the related accrued interest receivables to determine whether a decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. We do not intend to sell investments that are in an unrealized loss position and it is not likely that we will be required to sell any investments before recovery of their amortized cost basis. As of December 31, 2022 and 2021, there were no material unrealized losses due to expected credit loss-related factors.

Short-term Investments - Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Amortized Cost
Amortized Cost	$ 362,285	$ 429,741
Fair Value
Fair Value	361,710	429,653
Short-term Investments
Amortized Cost
Amortized cost, due within one year	247,753	230,429
Amortized cost, due between one and five years	0	21,411
Amortized Cost	247,753	251,840
Fair Value
Fair value, due within one year	247,178	230,372
Fair value, due between one and five years	0	21,382
Fair Value	$ 247,178	$ 251,754

Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - Employee stock purchase plan - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months	6 months	6 months
Expected dividends	$ 0	$ 0	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (in percentage)	37.50%	33.80%	54.90%
Risk-free interest rate	0.20%	0.10%	0.20%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (in percentage)	75.80%	40.40%	79.80%
Risk-free interest rate	2.50%		1.60%

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]

- Definition

Indicates amendment to accounting standards.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

+ Details

Convertible Senior Notes and Credit Facilities - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Amortization of debt discount and issuance costs	$ 1,500	$ 11,948	$ 8,054
Senior Notes Due2025 \| Convertible Notes Payable
Line of Credit Facility [Line Items]
Contractual interest expense	5,739	5,750
Amortization of debt discount and issuance costs	1,500	11,948
Total	$ 7,239	$ 17,698

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred income tax assets:
Net operating loss carryforwards	$ 151,256	$ 147,674
Research and development credits	27,283	27,391
IRC 174 capitalized research and development	16,564	0
Operating lease liabilities	5,453	6,044
Interest limitation carryforward	6,204	5,780
Stock-based compensation	3,363	5,430
Deferred revenue	377	1,153
Property and equipment	1,234	750
Intangible assets	1,299	571
Accrued expenses	542	416
Allowance for bad debt	577	404
Other	117	70
Total deferred income tax assets	214,269	195,683
Valuation allowance	(206,022)	(175,545)
Net deferred income tax assets	8,247	20,138
Deferred income tax liabilities:
Convertible debt	(27)	(11,093)
Operating lease right-of-use assets	(4,183)	(5,358)
Prepaid expenses	(3,034)	(2,570)
Deferred commissions	(1,002)	(1,102)
Indefinite-lived intangible assets	(65)	(58)
Deferred contract costs	(1)	(15)
Total deferred income tax liabilities	(8,312)	(20,196)
Net deferred income tax liabilities	$ (65)	$ (58)

Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

Basis of presentationThe accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Principles of consolidation

The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated.

We derive our revenues primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps:

•Identification of the contract, or contracts, with a client;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy the performance obligation.

We recognize revenue net of any taxes collected from clients and subsequently remitted to governmental authorities.

Technology revenue

Professional services revenue

Contracts with multiple performance obligations

Variable consideration

Contract balances

Deferred costs

Cost of revenue, excluding depreciation and amortization

Cash and cash equivalents

We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents.

Short-term investments

Accounts receivable

Accounts receivableAccounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, client payment patterns, the establishment of specific reserves for clients in an adverse financial condition, and our expectations of changes in macroeconomic conditions, including the lingering effects of the COVID-19 pandemic, high interest rates and high inflation, that may impact the collectability of outstanding receivables.

Property and Equipment

Property and equipment


Computer equipment			2-3 years
Furniture and fixtures			3-5 years
Leasehold improvements			Lesser of lease term or estimated useful life
Computer software			2-5 years
Capitalized internal-use software costs			2-3 years

Intangible assets


Developed technologies			3-10 years
Client relationships and contract backlog			2-7 years
Computer software licenses			1-5 years
Trademarks			1-5 years

Goodwill

Business combinations

Contingent consideration liabilities

Advertising costs

Advertising costsAll advertising costs are expensed as incurred.

Development cost and internal-use software

Development costs and internal-use software

Stock-based compensation

Concentrations of credit risk

Restructuring costs

Restructuring costsWe define restructuring costs as expenses directly associated with restructuring activities. Such costs include severance and related tax and benefit expenses from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. In general, we record team member-related severance costs when there is a substantive plan in place and the related costs are probable and estimable. For one-time termination benefits for team members (i.e., no substantive plan or future service requirement), the cost is recorded when the team members are entitled to receive such benefits and the amount can be reasonably estimated.

Income taxes

Fair value of financial instruments

•Level 1- Quoted prices in active markets for identical assets or liabilities.

•Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Leases

Foreign currency

Accounting pronouncements adopted and Recent accounting pronouncements not yet adopted

Accounting pronouncements adopted

Accounting for convertible instruments

Accounting for business combinations

Recent accounting pronouncements not yet adopted

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Costs

The following table summarizes our restructuring costs by financial statement line item for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
	Severance and Other Team Member Costs		Impairment Charges		Other(1)		Total
Cost of revenue, excluding depreciation and amortization:
Technology	$	195	$	—	$	34	$	229
Professional services	1,081		—		58		1,139
Sales and marketing	2,215		—		808		3,023
Research and development	1,957		1,225		228		3,410
General and administrative	607		—		17		624
Total	$	6,055	$	1,225	$	1,145	$	8,425

____________________

(1)Includes other miscellaneous charges associated with the restructuring plan.

Schedule of Restructuring-Related Charges and Related Liability

The following table summarizes our restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands):


	Restructuring Liabilities
Balance as of January 1, 2022	$	—
Restructuring costs	8,425
Cash payments	(4,530)
Adjustments for non-cash items(1)	(2,058)
Balance as of December 31, 2022	$	1,837

____________________

(1)Non-cash items consist of the impairment of discontinued capitalized internal-use software projects and other minor miscellaneous non-cash adjustments.

Goodwill and Intangible Assets - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of operating segments	2
Number of reportable segments	2
Amortization of intangible assets \| $	$ 37.2	$ 32.0	$ 15.9

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (137,403)	$ (153,210)	$ (115,017)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	72,104	65,145	37,957
Depreciation and amortization	48,297	37,528	18,725
Change in fair value of contingent consideration liabilities	(4,668)	20,036	14,088
Amortization of debt discount and issuance costs	1,500	11,948	8,054
Non-cash operating lease expense	3,231	3,585	4,303
Impairment of long-lived assets	5,023	1,800	0
Investment discount and premium (accretion) amortization	(2,236)	1,202	1,349
Provision for expected credit losses	691	499	863
Loss on extinguishment of debt	0	0	8,514
Deferred tax benefit	(4,523)	(7,134)	(1,273)
Payment of acquisition-related contingent consideration	(3,234)	(9,085)	0
Other	(145)	(53)	116
Change in operating assets and liabilities:
Accounts receivable	788	102	(16,448)
Prepaid expenses and other assets	(478)	(4,442)	(3,667)
Accounts payable, accrued liabilities, and other liabilities	(4,702)	5,202	8,243
Deferred revenue	(5,997)	7,637	11,459
Operating lease liabilities	(3,518)	(3,883)	(3,414)
Net cash used in operating activities	(35,270)	(23,123)	(26,148)
Cash flows from investing activities
Purchase of short-term investments	(308,961)	(261,363)	(189,526)
Proceeds from the sale and maturity of short-term investments	315,171	186,893	219,069
Acquisition of businesses, net of cash acquired	(27,846)	(46,763)	(101,657)
Purchases of property and equipment	(2,167)	(10,450)	(7,775)
Capitalization of internal-use software	(12,987)	(6,644)	(1,442)
Purchase of intangible assets	(2,260)	(1,373)	(1,248)
Proceeds from the sale of property and equipment	29	22	14
Net cash used in investing activities	(39,021)	(139,678)	(82,565)
Cash flows from financing activities
Proceeds from exercise of stock options	3,969	20,350	36,264
Proceeds from employee stock purchase plan	3,153	4,844	4,273
Payments of acquisition-related consideration	(1,342)	(6,290)	(1,624)
Repurchase of common stock	(8,393)	0	0
Proceeds from public offerings, net of discounts, commissions, and offering costs	0	245,180	0
Proceeds from convertible senior notes, net of issuance costs	0	0	222,482
Purchase of capped calls concurrent with issuance of convertible senior notes	0	0	(21,743)
Repayment of credit facilities	0	0	(57,043)
Net cash (used in) provided by financing activities	(2,613)	264,084	182,609
Effect of exchange rate changes on cash and cash equivalents	(11)	(10)	26
Net (decrease) increase in cash and cash equivalents	(76,915)	101,273	73,922
Cash and cash equivalents at beginning of period	193,227	91,954	18,032
Cash and cash equivalents at end of period	116,312	193,227	91,954
Supplemental disclosures of cash flow information
Cash paid for interest	5,750	6,360	4,979
Cash paid for income taxes, net	297	138	92
Supplemental disclosures of non-cash investing and financing information
Common stock issued in connection with acquisitions	3,006	43,104	72,457
Common stock issued for settlement of contingent consideration	10,052	20,083	0
Stock-based compensation capitalized as internal-use software	976	636	181
Purchase of intangible assets included in accounts payable and accrued liabilities	488	520	78
Capitalized internal-use software included in accounts payable and accrued liabilities	448	0	0
Purchase of property and equipment included in accounts payable and accrued liabilities	213	983	2,310
Operating lease right-of-use assets obtained in exchange for operating lease obligations	$ 169	$ 0	$ 24,456

Deferred Revenue and Performance Obligations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Percentage of revenue recognized was included in deferred revenue (in percentage)	20.00%
Allowed termination period for most subscription contracts	1 year
Revenue remaining performance obligation amount	$ 110.9
Minimum
Product Information [Line Items]
Term for most subscription contracts	3 years
Maximum
Product Information [Line Items]
Term for most subscription contracts	5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Product Information [Line Items]
Revenue remaining performance obligation (in percentage)	70.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months
Technology and professional services
Product Information [Line Items]
Notice required for termination	90 days
Allowed termination period	1 year

Convertible Senior Notes and Credit Facilities - Narrative (Details)			3 Months Ended	12 Months Ended
	Apr. 14, 2020 USD ($) day $ / shares shares	Apr. 09, 2020 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) $ / shares $ / instrument	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Line of Credit Facility [Line Items]
Amount borrowed	$ 1,000
Share price (in USD per share) \| $ / shares				$ 10.63
Loss on extinguishment of debt				$ 0	$ 0	$ (8,514,000)
OrbiMed Royalty Opportunities II, LP \| Senior Term Loan
Line of Credit Facility [Line Items]
Repayments of debt	57,000,000
Loss on extinguishment of debt			$ 8,500,000
Debt discount and issuance cost			1,500,000
Debt instrument, fee amount			$ 7,000,000
Cash Flow Hedging \| Capped Call \| Designated as Hedging Instrument
Line of Credit Facility [Line Items]
Derivative, cost of hedge		$ 21,700,000
Cap price (in USD per share) \| $ / instrument				42.00
Senior Notes Due2025 \| Convertible Notes Payable
Line of Credit Facility [Line Items]
Amount borrowed	$ 230,000,000			$ 200,400,000
Basis rate (in percentage)	2.50%
Proceeds from issuance of debt	$ 222,500,000
Debt instrument, convertible, threshold percentage of stock price trigger	130.00%
Debt instrument, convertible, threshold trading days \| day	20
Debt instrument, convertible, threshold consecutive trading days \| day	30
Debt instrument, redemption price, percentage	100.00%
Number of shares issued in conversion (in shares) \| shares	0.00326797
Debt instrument, convertible, conversion price (in USD per share) \| $ / shares	$ 30.60
Senior Notes Due2025 \| Convertible Notes Payable \| Debt Instrument Convertible Sale Price Of Stock Threshold
Line of Credit Facility [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger	98.00%
Debt instrument, convertible, threshold trading days \| day	5

Segments

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segments

We operate our business in two operating segments that also represent our reportable segments. Our business is organized based on our technology offerings and professional services. Accordingly, our segments are:

•Technology - Our technology segment (Technology) includes our data platform, analytics applications and support services and generates revenues primarily from contracts that are cloud-based subscription arrangements, time-based license arrangements, and maintenance and support fees; and

•Professional Services - Our professional services segment (Professional Services) is generally the combination of analytics, implementation, strategic advisory, outsource, and improvement services to deliver expertise to our clients to more fully configure and utilize the benefits of our Technology offerings.

Revenues and cost of revenues generally are directly attributed to our segments. All segment revenues are from our external clients. Asset and other balance sheet information at the segment level is not reported to our Chief Operating Decision Maker.

Segment revenue and Adjusted Gross Profit for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue:
Technology	$	176,288	$	147,718	$	110,467
Professional Services	99,948		94,208		78,378
Total	$	276,236	$	241,926	$	188,845


	Year Ended December 31,
	2022		2021		2020
Adjusted Gross Profit:
Technology	$	122,284	$	102,326	$	75,666
Professional Services	23,565		25,544		19,358
Total reportable segments Adjusted Gross Profit	145,849		127,870		95,024
Less Adjusted Gross Profit reconciling items:
Stock-based compensation	(10,288)		(10,110)		(4,256)
Acquisition-related costs, net(1)	(1,006)		(188)		—
Restructuring costs	(1,368)		—		—
Less other reconciling items:
Sales and marketing	(87,514)		(75,027)		(55,411)
Research and development	(75,680)		(62,733)		(53,517)
General and administrative	(61,701)		(85,934)		(59,240)
Depreciation and amortization	(48,297)		(37,528)		(18,725)
Debt extinguishment costs	—		—		(8,514)
Interest and other expense, net	(1,678)		(16,458)		(11,572)
Loss before income taxes	$	(141,683)	$	(160,108)	$	(116,211)

____________________

(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS, KPI Ninja, and Twistle acquisitions.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details)	12 Months Ended
	Dec. 31, 2022 $ / instrument shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	13,594,980	7,333,258	7,710,407
Capped Call \| Cash Flow Hedging \| Designated as Hedging Instrument
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cap price (in USD per share) \| $ / instrument	42.00
Common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	1,748,306	2,115,484	3,892,936
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	3,292,943	2,273,354	1,839,998
Performance-based restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	534,380	319,442	0
Shares related to convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	7,516,331	2,469,624	1,281,217
Shares issuable as acquisition-related contingent consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	0	87,415	363,867
Restricted shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares with a potentially dilutive impact (in shares)	503,020	67,939	332,389

Business Combinations - Narrative (Details) - USD ($) $ in Thousands							3 Months Ended					12 Months Ended
	Apr. 29, 2022	Feb. 24, 2022	Jul. 01, 2021	Sep. 01, 2020	Jul. 31, 2020	Feb. 21, 2020	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021
Business Acquisition [Line Items]
Payments to acquire business												$ 27,846	$ 46,763	$ 101,657
Service period (in years)												4 years
Restricted shares
Business Acquisition [Line Items]
Nonvested awards, period for recognition												1 year 1 month 6 days
Twistle Inc
Business Acquisition [Line Items]
Consideration			$ 91,900
Payments to acquire business			46,700
Contingent consideration			$ 2,100
Interest acquired			100.00%
Share based compensation retention bonus												$ 5,800
Common shares issued in acquisition, at fair value			$ 43,100
Adjustment, increase to net deferred tax liabilities assumed and acquired goodwill													$ 300
Twistle Inc \| Revenue Based Earn Out Performance Targets
Business Acquisition [Line Items]
Payment for contingent consideration liability, investing activities							$ 1,600
Issuance of common stock as acquisition consideration (in shares)							439,327
Twistle Inc \| Minimum
Business Acquisition [Line Items]
Service period (in years)			12 months
Twistle Inc \| Maximum
Business Acquisition [Line Items]
Service period (in years)			18 months
Twistle Inc \| Restricted shares
Business Acquisition [Line Items]
Number of restricted shares issued (in shares)			67,939
Service period (in years)			18 months
Able Health, Inc.
Business Acquisition [Line Items]
Consideration						$ 21,500
Payments to acquire business						15,200
Contingent consideration						$ 3,000
Interest acquired						100.00%
Number of restricted shares issued (in shares)						179,392
Common shares issued in acquisition, at fair value						$ 3,300
Issuance of common stock as acquisition consideration (in shares)											21,387
Able Health, Inc. \| Restricted shares
Business Acquisition [Line Items]
Number of restricted shares issued (in shares)						179,392
Service period (in years)						1 year						1 year
RSUs granted (in shares)						60,000
Able Health, Inc. \| Restricted Shares Pursuant To Acquisition Agreement
Business Acquisition [Line Items]
Vesting period						2 years
Vesting percent						50.00%
Able Health, Inc. \| Restricted Shares Pursuant To Acquisition Agreement \| Vesting monthly over one year
Business Acquisition [Line Items]
Vesting period						1 year
Healthfinch, Inc
Business Acquisition [Line Items]
Consideration					$ 50,500
Payments to acquire business					16,900
Contingent consideration															$ 5,800
Interest acquired															100.00%
Common shares issued in acquisition, at fair value					$ 27,800
Healthfinch, Inc \| Revenue Based Earn Out Performance Targets
Business Acquisition [Line Items]
Payment for contingent consideration liability, investing activities								$ 1,700	$ 1,700
Issuance of common stock as acquisition consideration (in shares)								78,248	78,243
Vitalware LLC
Business Acquisition [Line Items]
Consideration				$ 119,200
Payments to acquire business				$ 69,600
Contingent consideration											$ 8,300
Interest acquired				100.00%
Common shares issued in acquisition, at fair value				$ 41,300
Common stock additional shares (in shares)				203,997
Vitalware LLC \| Revenue Based Earn Out Performance Targets
Business Acquisition [Line Items]
Payment for contingent consideration liability, investing activities										$ 15,000
Issuance of common stock as acquisition consideration (in shares)										309,458
Vitalware LLC \| Restricted shares
Business Acquisition [Line Items]
Number of restricted shares issued (in shares)				203,997
Service period (in years)			1 year
Vesting period				1 year
Vesting percent				25.00%
Vitalware LLC \| Restricted shares \| Vesting monthly over one year
Business Acquisition [Line Items]
Vesting period				1 year
Vesting percent				75.00%
Vesting term				12 months
ARMUS
Business Acquisition [Line Items]
Consideration	$ 9,400
Payments to acquire business	9,300
Contingent consideration	$ 100
Interest acquired	100.00%
Cash retention payments	$ 5,000
Service period (in years)	3 years
Share based compensation retention bonus												$ 1,900
Stock compensation expected to be recognized												$ 3,100
ARMUS \| Restricted shares
Business Acquisition [Line Items]
Number of restricted shares issued (in shares)	235,330
Service period (in years)	18 months
Nonvested awards, period for recognition												2 years 3 months 18 days
KPI Ninja
Business Acquisition [Line Items]
Consideration		$ 21,400
Payments to acquire business		18,500
Contingent consideration		$ 2,900
Interest acquired		100.00%
Cash retention payments		$ 3,000
Service period (in years)		4 years
Share based compensation retention bonus												$ 900
Stock compensation expected to be recognized												$ 2,100
Nonvested awards, period for recognition												3 years 2 months 12 days
KPI Ninja \| Restricted shares
Business Acquisition [Line Items]
Number of restricted shares issued (in shares)		356,919
Client relationships \| Twistle Inc
Business Acquisition [Line Items]
Estimated useful life (in years)			7 years
Client relationships \| Able Health, Inc.
Business Acquisition [Line Items]
Estimated useful life (in years)						6 years
Client relationships \| Healthfinch, Inc
Business Acquisition [Line Items]
Estimated useful life (in years)					7 years
Client relationships \| Vitalware LLC
Business Acquisition [Line Items]
Estimated useful life (in years)				7 years
Client relationships \| ARMUS
Business Acquisition [Line Items]
Estimated useful life (in years)	6 years
Client relationships \| KPI Ninja
Business Acquisition [Line Items]
Estimated useful life (in years)		6 years
Contract backlogs \| Vitalware LLC
Business Acquisition [Line Items]
Estimated useful life (in years)				2 years
Developed technologies \| Minimum
Business Acquisition [Line Items]
Estimated useful life (in years)												3 years
Developed technologies \| Maximum
Business Acquisition [Line Items]
Estimated useful life (in years)												10 years
Developed technologies \| Twistle Inc
Business Acquisition [Line Items]
Estimated useful life (in years)			3 years
Developed technologies \| Able Health, Inc.
Business Acquisition [Line Items]
Estimated useful life (in years)						3 years
Developed technologies \| Healthfinch, Inc
Business Acquisition [Line Items]
Estimated useful life (in years)					3 years
Developed technologies \| Vitalware LLC
Business Acquisition [Line Items]
Estimated useful life (in years)				4 years
Developed technologies \| ARMUS
Business Acquisition [Line Items]
Estimated useful life (in years)	4 years
Developed technologies \| KPI Ninja
Business Acquisition [Line Items]
Estimated useful life (in years)		4 years
Trademarks \| Minimum
Business Acquisition [Line Items]
Estimated useful life (in years)												1 year
Trademarks \| Maximum
Business Acquisition [Line Items]
Estimated useful life (in years)												5 years
Trademarks \| Twistle Inc
Business Acquisition [Line Items]
Estimated useful life (in years)			1 year
Trademarks \| Able Health, Inc.
Business Acquisition [Line Items]
Estimated useful life (in years)						2 years
Trademarks \| Healthfinch, Inc
Business Acquisition [Line Items]
Estimated useful life (in years)					2 years
Trademarks \| Vitalware LLC \| Minimum
Business Acquisition [Line Items]
Estimated useful life (in years)				2 years
Trademarks \| Vitalware LLC \| Maximum
Business Acquisition [Line Items]
Estimated useful life (in years)				5 years
Trademarks \| ARMUS
Business Acquisition [Line Items]
Estimated useful life (in years)	3 years
Trademarks \| KPI Ninja
Business Acquisition [Line Items]
Estimated useful life (in years)		5 years

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue

The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands):


	Year Ended December 31,
	2022		2021		2020
Recurring technology	$	175,808	$	147,446	$	110,467
One-time technology (i.e., perpetual license)	480		272		—
Professional services	99,948		94,208		78,378
Total revenue	$	276,236	$	241,926	$	188,845

Leases - Narrative (Details) $ in Thousands	1 Months Ended		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Aug. 31, 2020 USD ($) ft²	Jun. 30, 2020 USD ($) ft²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Future lease payments			$ 31,700
Lease term			11 years
Net rentable area \| ft²	53,297	64,910
Operating lease right-of-use assets obtained in exchange for operating lease obligations	$ 10,800	$ 13,000	$ 169	$ 0	$ 24,456
Additional future lease payments	$ 300
Impairment of long-lived assets			5,023	1,800	0
ROU Assets, Leasehold Improvements and Furniture and Fixtures
Lessee, Lease, Description [Line Items]
Impairment of long-lived assets			3,800	1,800
Right Of Use Asset
Lessee, Lease, Description [Line Items]
Impairment of long-lived assets			2,600	1,300
Leasehold Improvements And Furniture And Fixtures
Lessee, Lease, Description [Line Items]
Impairment of long-lived assets			1,200	500
Long-term leases with terms of greater than 12 months
Lessee, Lease, Description [Line Items]
Operating lease expense			2,600	3,600	4,300
Short-term leases with terms of 12 months or less
Lessee, Lease, Description [Line Items]
Operating lease expense			$ 100	$ 100	$ 200
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, renewal term			1 year
Sublease, initial term			18 months
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, renewal term			5 years
Sublease, initial term			38 months

Restructuring Costs

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring Costs

During the year ended December 31, 2022, we initiated a restructuring plan to optimize our cost structure and focus our investment of resources in key priority areas to align with strategic changes. As part of the restructuring plan, we significantly reduced investment in our life sciences business unit, which is generally part of the technology segment, and also reduced headcount throughout the Company, including among our senior leadership team. The restructuring costs primarily related to severance and other team member costs from workforce reductions, impairment of discontinued capitalized internal-use software projects, and other miscellaneous charges. We had no restructuring costs for the years ended December 31, 2021 or 2020.

The following table summarizes our restructuring costs by financial statement line item for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
	Severance and Other Team Member Costs		Impairment Charges		Other(1)		Total
Cost of revenue, excluding depreciation and amortization:
Technology	$	195	$	—	$	34	$	229
Professional services	1,081		—		58		1,139
Sales and marketing	2,215		—		808		3,023
Research and development	1,957		1,225		228		3,410
General and administrative	607		—		17		624
Total	$	6,055	$	1,225	$	1,145	$	8,425

____________________

(1)Includes other miscellaneous charges associated with the restructuring plan.

Restructuring liabilities are included as a component of accrued liabilities on our consolidated balance sheets. The following table summarizes our restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands):


	Restructuring Liabilities
Balance as of January 1, 2022	$	—
Restructuring costs	8,425
Cash payments	(4,530)
Adjustments for non-cash items(1)	(2,058)
Balance as of December 31, 2022	$	1,837

____________________

(1)Non-cash items consist of the impairment of discontinued capitalized internal-use software projects and other minor miscellaneous non-cash adjustments.

Our restructuring activities are expected to continue over the next three to six months. We expect additional restructuring costs of at least $1.5 million in the first half of 2023. Restructuring initiatives are under evaluation which may affect the amount and expected timing of restructuring costs and associated payments.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Salt Lake City, Utah

Fair Value of Financial Instruments - Schedule of Contingent Consideration (Details) - Shares issuable as acquisition-related contingent consideration $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at December 31, 2021	$ 19,295
Change in fair value of contingent consideration liabilities	(5,925)
Settlement of contingent consideration	(13,370)
Balance at December 31, 2022	$ 0

Restructuring Costs - Schedule of Restructuring-Related Charges and Related Liability (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2022	$ 0
Balance as of December 31, 2022	1,837
Reduction In Life Sciences Business Unit And Senior Leadership Team \| Restructuring Liabilities
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2022	0
Restructuring costs	8,425
Cash payments	(4,530)
Adjustments for non-cash items	(2,058)
Balance as of December 31, 2022	$ 1,837

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Assets acquired:
Accounts receivable	$	601
Prepaid expenses and other assets	104
ROU lease asset	169
Developed technologies	4,600
Client relationships	2,200
Trademarks	200
Total assets acquired	7,874
Less liabilities assumed:
Accounts payable	119
Accrued and other current liabilities	196
Deferred revenue	2,740
Lease liability	157
Net deferred tax liabilities	933
Total liabilities assumed	4,145
Total assets acquired, net	3,729
Goodwill	5,645
Total consideration transferred, net of cash acquired	$	9,374


Assets acquired:
Accounts receivable	$	45
Prepaid expenses and other assets	197
Property and equipment, net	15
Developed technologies	13,500
Client relationships	1,100
Trademarks	800
Total assets acquired	15,657
Less liabilities assumed:
Accounts payable and other current liabilities	266
Deferred revenue	763
Net deferred tax liabilities	3,600
Total liabilities assumed	4,629
Total assets acquired, net	11,028
Goodwill	10,365
Total consideration transferred, net of cash acquired	$	21,393


Assets acquired:
Accounts receivable	$	1,106
Prepaid expenses and other assets	98
Property and equipment, net	57
Developed technologies	13,000
Client relationships	23,700
Trademarks	20
Total assets acquired	37,981
Less liabilities assumed:
Accounts payable and other current liabilities	161
Deferred revenue	900
Net deferred tax liabilities	7,142
Total liabilities assumed	8,203
Total assets acquired, net	29,778
Goodwill	62,150
Total consideration transferred, net of cash acquired	$	91,928


Assets acquired:
Accounts receivable	$	633
Prepaid expenses and other assets	57
Developed technologies	7,500
Client relationships	600
Trademarks	100
Total assets acquired	8,890
Less liabilities assumed:
Accounts payable and other current liabilities	91
Deferred revenue	762
Net deferred tax liabilities	1,280
Total liabilities assumed	2,133
Total assets acquired, net	6,757
Goodwill	14,725
Total consideration transferred, net of cash acquired	$	21,482


Assets acquired:
Accounts receivable	$	1,408
Prepaid expenses and other assets	347
Developed technologies	8,100
Client relationships and contract backlog	10,000
Trademarks	200
Total assets acquired	20,055
Less liabilities assumed:
Accounts payable and other current liabilities	408
Deferred revenue	2,100
Total liabilities assumed	2,508
Total assets acquired, net	17,547
Goodwill	32,960
Total consideration transferred, net of cash acquired	$	50,507


Assets acquired:
Accounts receivable	$	3,220
Prepaid expenses and other assets	469
Developed technologies	18,000
Client relationships and contract backlog	43,000
Trademarks	1,400
Total assets acquired	66,089
Less liabilities assumed:
Accounts payable and other current liabilities	766
Deferred revenue	2,589
Total liabilities assumed	3,355
Total assets acquired, net	62,734
Goodwill	56,443
Total consideration transferred, net of cash acquired	$	119,177

Description of Business and Summary of Significant Accounting Policies - Schedule of Intangible Assets Useful Life (Details)	12 Months Ended
	Dec. 31, 2022
Minimum \| Developed technologies
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years
Minimum \| Client relationships and contract backlog
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years
Minimum \| Computer software licenses
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year
Minimum \| Trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year
Maximum \| Developed technologies
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years
Maximum \| Client relationships and contract backlog
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	7 years
Maximum \| Computer software licenses
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
Maximum \| Trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity Preferred stock Our board of directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of December 31, 2022 and 2021, no shares of this preferred stock were issued and outstanding. Common stock We had 500,000,000 shares of $0.001 par value common stock authorized, of which 55,764,942 and 52,690,019 shares were legally issued and outstanding as of December 31, 2022 and 2021, respectively. The shares legally issued and outstanding as of December 31, 2022 and 2021, included 503,020 and 67,939 shares, respectively, issued pursuant to acquisition agreements, which are subject to a restriction agreement and were unvested, and as such, for accounting purposes they were not considered to be outstanding common stock shares. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through December 31, 2022. Share repurchase plan On August 2, 2022, our Board of Directors authorized a share repurchase program to repurchase up to $40.0 million of our outstanding shares of common stock (Share Repurchase Plan). During the year ended December 31, 2022, we repurchased and retired 709,139 shares of our common stock for $8.4 million at an average purchase price of $11.81 per share. The total remaining authorization for future shares of common stock repurchases under our Share Repurchase Plan is $31.6 million as of December 31, 2022. Secondary Public Equity Offering In August 2021, we completed an underwritten public offering of 4,882,075 shares (inclusive of the underwriters’ over-allotment option to purchase 636,792 shares) of our common stock at $53.00 per share. We received net proceeds of $245.2 million, after deducting the underwriting discounts and commissions and other offering costs.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

For the years ended December 31, 2022, 2021, and 2020, the income tax benefit consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Current taxes:
Federal	$	—	$	—	$	(11)
Foreign	43		27		(2)
State	200		209		92
Total current tax provision	243		236		79
Deferred taxes:
Federal	(3,723)		(5,975)		(1,044)
Foreign	(1)		—		—
State	(799)		(1,159)		(229)
Total deferred benefit	(4,523)		(7,134)		(1,273)
Total income tax benefit	$	(4,280)	$	(6,898)	$	(1,194)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows:


	Year Ended December 31,
	2022		2021		2020
Tax at U.S. statutory rates	21.0	%	21.0	%	21.0	%
State income tax, net of federal tax effect	0.5		0.6		0.1
Federal research and development credits	(0.1)		2.4		3.4
Stock-based compensation	(7.1)		6.1		8.4
Contingent consideration	0.9		(2.7)		0.9

Change in valuation allowance	(11.7)		(22.9)		(32.5)

Other, net	(0.5)		(0.2)		(0.3)
Effective income tax rate	3.0	%	4.3	%	1.0	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2022 and 2021 (in thousands):


	As of December 31,
	2022		2021
Deferred income tax assets:
Net operating loss carryforwards	$	151,256	$	147,674
Research and development credits	27,283		27,391
IRC 174 capitalized research and development	16,564		—
Operating lease liabilities	5,453		6,044
Interest limitation carryforward	6,204		5,780
Stock-based compensation	3,363		5,430
Deferred revenue	377		1,153
Property and equipment	1,234		750
Intangible assets	1,299		571
Accrued expenses	542		416
Allowance for bad debt	577		404
Other	117		70


Total deferred income tax assets	214,269		195,683
Valuation allowance	(206,022)		(175,545)
Net deferred income tax assets	8,247		20,138
Deferred income tax liabilities:
Convertible debt	(27)		(11,093)
Operating lease right-of-use assets	(4,183)		(5,358)
Prepaid expenses	(3,034)		(2,570)
Deferred commissions	(1,002)		(1,102)
Indefinite-lived intangible assets	(65)		(58)
Deferred contract costs	(1)		(15)
Total deferred income tax liabilities	(8,312)		(20,196)
Net deferred income tax liabilities	$	(65)	$	(58)

Summary of Unrecognized Tax Benefits


	Year Ended December 31,
	2022		2021		2020
Beginning balance	$	6,848	$	5,578	$	1,816
Increase (decrease) in unrecognized tax benefits taken in prior years	(27)		(122)		2,228
Increase in unrecognized tax benefits related to the current year	—		1,392		1,534
Ending balance	$	6,821	$	6,848	$	5,578

Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 72,104	$ 65,145	$ 37,957
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	10,288	10,110	4,256
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	28,082	22,698	13,093
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	12,938	10,213	8,069
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	20,796	22,124	12,539
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,722	5,276	7,793
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	54,760	40,345	21,469
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,209	10,944	0
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,623	1,511	1,856
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 7,790	$ 7,069	$ 6,839

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit PlansWe have a 401(k) defined contribution plan covering eligible employees. Our contributions were $4.9 million, $3.8 million, and $3.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, we matched 100% of the first 4% and 3%, respectively, of an employees’ 401(k) plan contributions.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	55,261,922	52,622,080
Common stock, shares, outstanding (in shares)	55,261,922	52,622,080

Accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation and benefit expenses	$ 12,180	$ 17,430
Restructuring liabilities	1,837	0
Other accrued liabilities	5,674	6,295
Total accrued liabilities	$ 19,691	$ 23,725

Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Apr. 29, 2022	Feb. 24, 2022	Dec. 31, 2021	Jul. 01, 2021	Sep. 01, 2020	Jul. 31, 2020	Feb. 21, 2020
Less liabilities assumed:
Goodwill	$ 185,982			$ 169,972
ARMUS
Assets acquired:
Accounts receivable		$ 601
Prepaid expenses and other assets		104
ROU lease asset		169
Total assets acquired		7,874
Less liabilities assumed:
Accounts payable and other current liabilities		119
Accrued and other current liabilities		196
Deferred revenue		2,740
Lease liability		157
Net deferred tax liabilities		933
Total liabilities assumed		4,145
Total assets acquired, net		3,729
Goodwill		5,645
Total consideration transferred, net of cash acquired		9,374
ARMUS \| Developed technologies
Assets acquired:
Intangible assets		4,600
ARMUS \| Client relationships
Assets acquired:
Intangible assets		2,200
ARMUS \| Trademarks
Assets acquired:
Intangible assets		$ 200
KPI Ninja
Assets acquired:
Accounts receivable			$ 45
Prepaid expenses and other assets			197
Property and equipment, net			15
Total assets acquired			15,657
Less liabilities assumed:
Accounts payable and other current liabilities			266
Deferred revenue			763
Net deferred tax liabilities			3,600
Total liabilities assumed			4,629
Total assets acquired, net			11,028
Goodwill			10,365
Total consideration transferred, net of cash acquired			21,393
KPI Ninja \| Developed technologies
Assets acquired:
Intangible assets			13,500
KPI Ninja \| Client relationships
Assets acquired:
Intangible assets			1,100
KPI Ninja \| Trademarks
Assets acquired:
Intangible assets			$ 800
Twistle Inc
Assets acquired:
Accounts receivable					$ 1,106
Prepaid expenses and other assets					98
Property and equipment, net					57
Total assets acquired					37,981
Less liabilities assumed:
Accounts payable and other current liabilities					161
Deferred revenue					900
Net deferred tax liabilities					7,142
Total liabilities assumed					8,203
Total assets acquired, net					29,778
Goodwill					62,150
Total consideration transferred, net of cash acquired					91,928
Twistle Inc \| Developed technologies
Assets acquired:
Intangible assets					13,000
Twistle Inc \| Client relationships
Assets acquired:
Intangible assets					23,700
Twistle Inc \| Trademarks
Assets acquired:
Intangible assets					$ 20
Able Health, Inc.
Assets acquired:
Accounts receivable								$ 633
Prepaid expenses and other assets								57
Total assets acquired								8,890
Less liabilities assumed:
Accounts payable and other current liabilities								91
Deferred revenue								762
Net deferred tax liabilities								1,280
Total liabilities assumed								2,133
Total assets acquired, net								6,757
Goodwill								14,725
Total consideration transferred, net of cash acquired								21,482
Able Health, Inc. \| Developed technologies
Assets acquired:
Intangible assets								7,500
Able Health, Inc. \| Client relationships
Assets acquired:
Intangible assets								600
Able Health, Inc. \| Trademarks
Assets acquired:
Intangible assets								$ 100
Healthfinch, Inc
Assets acquired:
Accounts receivable							$ 1,408
Prepaid expenses and other assets							347
Total assets acquired							20,055
Less liabilities assumed:
Accounts payable and other current liabilities							408
Deferred revenue							2,100
Total liabilities assumed							2,508
Total assets acquired, net							17,547
Goodwill							32,960
Total consideration transferred, net of cash acquired							50,507
Healthfinch, Inc \| Developed technologies
Assets acquired:
Intangible assets							8,100
Healthfinch, Inc \| Client relationships
Assets acquired:
Intangible assets							10,000
Healthfinch, Inc \| Trademarks
Assets acquired:
Intangible assets							$ 200
Vitalware LLC
Assets acquired:
Accounts receivable						$ 3,220
Prepaid expenses and other assets						469
Total assets acquired						66,089
Less liabilities assumed:
Accounts payable and other current liabilities						766
Deferred revenue						2,589
Total liabilities assumed						3,355
Total assets acquired, net						62,734
Goodwill						56,443
Total consideration transferred, net of cash acquired						119,177
Vitalware LLC \| Developed technologies
Assets acquired:
Intangible assets						18,000
Vitalware LLC \| Client relationships
Assets acquired:
Intangible assets						43,000
Vitalware LLC \| Trademarks
Assets acquired:
Intangible assets						$ 1,400

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of The Calculation of Basic and Diluted Net Loss Per Share Attributable To Common Stockholders

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):


	Year Ended December 31,
	2022		2021		2020
Net loss per share, basic
Numerator:
Net loss	$	(137,403)	$	(153,210)	$	(115,017)
Denominator:
Weighted-average number of shares used in calculating net loss per share, basic	53,721,702		47,494,768		39,540,726
Net loss per share, basic	$	(2.56)	$	(3.23)	$	(2.91)
Net loss per share, diluted
Numerator:
Net loss	$	(137,403)	$	(153,210)	$	(115,017)
Dilutive change in fair value of shares issuable as contingent consideration	(4,668)		—		—
Net loss for diluted calculation	$	(142,071)	$	(153,210)	$	(115,017)
Denominator:
Weighted-average number of shares used in calculating net loss per share, basic	53,721,702		47,494,768		39,540,726
Dilutive effect of shares issuable as acquisition-related contingent consideration	358,030		—		—
Weighted-average number of shares used in calculating net loss per share, diluted	54,079,732		47,494,768		39,540,726
Net loss per share, diluted	$	(2.63)	$	(3.23)	$	(2.91)

Schedule of Share Totals With a Potentially Dilutive Impact

The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive:


	As of December 31,
	2022	2021	2020

Common stock options	1,748,306	2,115,484	3,892,936
Restricted stock units	3,292,943	2,273,354	1,839,998
Performance-based restricted stock units	534,380	319,442	—
Shares related to convertible senior notes(1)	7,516,331	2,469,624	1,281,217
Shares issuable as acquisition-related contingent consideration(2)	—	87,415	363,867

Restricted shares	503,020	67,939	332,389

Total potentially dilutive securities	13,594,980	7,333,258	7,710,407

_________________________

Revenue - Narrative (Details)	12 Months Ended
Revenue - Narrative (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Geographic Concentration Risk \| Revenue from contract with customer benchmark \| UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue related to contracts with customers (percentage)	98.00%	99.20%	99.80%

Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	$ 361,710	$ 429,653
Money market funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	114,532	173,475
U.S. Treasury notes
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	62,977
Commercial paper
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	150,726	153,498
Corporate bonds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	26,079	71,214
U.S. agency securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	7,396
Asset-backed securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities		31,466
Fair value, recurring
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liabilities		(19,295)
Total	361,710	410,358
Fair value, recurring \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liabilities		0
Total	177,509	173,475
Fair value, recurring \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liabilities		0
Total	184,201	256,178
Fair value, recurring \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liabilities		(19,295)
Total	0	(19,295)
Fair value, recurring \| Money market funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Money market funds	114,532	173,475
Fair value, recurring \| Money market funds \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Money market funds	114,532	173,475
Fair value, recurring \| Money market funds \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Money market funds	0	0
Fair value, recurring \| Money market funds \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Money market funds	0	0
Fair value, recurring \| U.S. Treasury notes
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	62,977
Fair value, recurring \| U.S. Treasury notes \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	62,977
Fair value, recurring \| U.S. Treasury notes \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0
Fair value, recurring \| U.S. Treasury notes \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0
Fair value, recurring \| Commercial paper
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	150,726	153,498
Fair value, recurring \| Commercial paper \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0	0
Fair value, recurring \| Commercial paper \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	150,726	153,498
Fair value, recurring \| Commercial paper \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0	0
Fair value, recurring \| Corporate bonds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	26,079	71,214
Fair value, recurring \| Corporate bonds \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0	0
Fair value, recurring \| Corporate bonds \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	26,079	71,214
Fair value, recurring \| Corporate bonds \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0	0
Fair value, recurring \| U.S. agency securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	7,396
Fair value, recurring \| U.S. agency securities \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	0
Fair value, recurring \| U.S. agency securities \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	7,396
Fair value, recurring \| U.S. agency securities \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities	$ 0
Fair value, recurring \| Asset-backed securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities		31,466
Fair value, recurring \| Asset-backed securities \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities		0
Fair value, recurring \| Asset-backed securities \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities		31,466
Fair value, recurring \| Asset-backed securities \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Available for sale securities		$ 0