The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or the SEC, on March 1, 2022. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" under Part II, Item 1A in this Quarterly Report on Form 10-Q.

Overview

We envision a world where anyone who wants to have a child can do so. Our mission is to make dreams of parenthood come true through healthy, timely and supported fertility journeys. Through our differentiated approach to benefits plan design, patient education and support and active network management, our clients' employees are able to pursue the most effective treatment from the best physicians and achieve optimal outcomes.

Progyny is a leading benefits management company specializing in fertility and family building benefits solutions in the United States. Our clients include many of the nation's most prominent employers across a broad array of industries. We launched our fertility benefits solution in 2016 with our first five employer clients, and we have grown our current base of clients to over 265 with at least 1,000 covered lives. We currently provide coverage to approximately 4.0 million employees and their partners (known in our industry as covered lives), whom we refer to as our members. We have achieved this growth by demonstrating that our purpose-built, data-driven and disruptive platform consistently delivers superior clinical outcomes in a cost-efficient manner while driving exceptional client and member satisfaction. We have retained substantially all of our clients since inception, and our member satisfaction over that same period is evidenced by our industry-leading Net Promoter Score, or NPS, of +81 for our fertility benefits solution and +79 for our integrated pharmacy benefits solution, Progyny Rx as of December 31, 2021. Our members experience healthier pregnancies and superior rates of pregnancy and live births, as well as reduced rates of miscarriages and multiple births, saving valuable time and money and limiting personal and professional disruption.



                                                                          Progyny In­Network
                                                    Progyny In­Network     Provider Clinic
                               National Averages     Provider Clinic           Averages
                               for All Provider          Averages            for Progyny
Outcome                             Clinics          for All Patients      Members Only(3)
Single embryo transfer
rate(1)                                     72.5 %                75.6 %                91.0 %
Pregnancy rate per IVF
transfer(1)                                 54.1 %                55.5 %                63.0 %
Miscarriage rate(1)                         18.6 %                18.3 %                13.9 %
Live birth rate(2)                          42.7 %                44.1 %                54.3 %
IVF multiples rate(2)                        7.4 %                 6.5 %                 2.5 %

(1) Calculated based on the Society for Assisted Reproductive Technology, or

SART, 2019 National Summary Report, finalized in 2022.

(2) Calculated based on CDC, 2020 National Summary and Clinic Data Sets,

published in 2022.

(3) Calculated based on the 12-month period ended December 31, 2021.

Fertility Benefits Solution. Our fertility benefits solution includes providing members with access to effective and cost-efficient fertility treatments through our Smart Cycle plan design. Smart Cycles are proprietary treatment bundles designed by us to include those medical services available to our members through our selective network of high-quality



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fertility specialists. Medical services under our Smart Cycles include everything needed for a comprehensive fertility treatment cycle, including all necessary diagnostic testing and access to the latest technology (such as, in the case of in vitro fertilization, or IVF, preimplantation genetic testing). We currently offer 19 different Smart Cycle treatment bundles, which may be used in various combinations depending on the member's need. Each Smart Cycle treatment bundle has a separate unit value (i.e., some have fractional values and some have whole values). Our clients contract to purchase a cumulative Smart Cycle unit value per eligible member. These can range from one to an unlimited unit value. Members, in consultation with their Patient Care Advocates, or PCAs, can choose their preferred provider clinics within our network and utilize the specific Smart Cycle treatment bundles necessary for the treatment pathway they determine throughout their fertility journey.

In addition, we provide care management services as part of our fertility benefits solution, which include active management of our selective network of high-quality fertility specialists, real-time member eligibility and treatment authorization, member-facing digital solutions, detailed quarterly reporting for our clients supported by our dedicated account management teams and end-to-end comprehensive concierge member support provided by our in-house staff of PCAs. Clients can also add adoption and surrogacy reimbursement programs as part of this solution.

Pharmacy Benefits Solution. We went live with our integrated pharmacy benefits solution in 2018. Progyny Rx can only be purchased by clients that purchase our fertility benefits solution. Progyny Rx provides our members with access to the medications needed during their fertility treatment. As part of this solution, we provide care management services, which include our formulary plan design, simplified authorization, assistance with prescription fulfillment and timely delivery of the medications by our network of specialty pharmacies, as well as medication administration training, pharmacy support services and continuing PCA support.

Our Clients. We currently serve over 265 employers with at least 1,000 covered lives in the United States across more than 30 industries. Our current clients, who are industry leaders across both high-growth and mature industries and who range in size from approximately 1,000 to 500,000 employees, represent approximately 4.0 million covered lives.

Revenue Model

Our clients primarily contract with us to provide our fertility benefits solution and, where added on by our clients, our Progyny Rx solution. Our revenue has both a utilization-based component and a population-based component, as follows:

Utilization Component. Clients pay us for the fertility benefits and Progyny Rx

solutions utilized by their employees. With respect to the fertility benefits

solution, we bill clients for Smart Cycles in accordance with our bundled case

rates, which vary by the type of fertility service rendered and clinic

location. Case rates include all third-party fertility specialists,

? anesthesiology and laboratory services, as well as all of our care management

services. With respect to Progyny Rx, we bill the client for the fertility

medication dispensed to their employees in connection with the authorized

fertility treatments. Medication fees also include our formulary management,

drug utilization review and cost containment services and other care management

services.

Population-Based Component. Clients who purchase our fertility benefits

solution also typically pay us a per employee per month fee, or PEPM fee, which

is population-based. This allows us to provide access to our PCAs for fertility

? and family building education and guidance and other digital tools to all of

our members, regardless of whether they ultimately pursue fertility treatment.

PEPM fees represented 1% of our total revenue for the three months ended March

31, 2022 and 2021.

Our revenue in a given year is determined by the level and mix of the utilization of our fertility benefits and Progyny Rx solutions by our members as well as the number of members enrolled in our clients' benefits plans. Each year, we contract with new clients for our fertility benefits solution and, where added by the client, our Progyny Rx solution. Given that the majority of our clients contract with us for a January 1st benefits plan start date, our sales cycle follows the conventional healthcare benefits cycle, which largely concludes by the end of October of the prior year to allow for benefits education and annual open enrollment to occur in November. For some clients that are considering a start date later in the year, the sales cycle can extend through the next year.



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Similarly, for existing clients, any changes in plan designs are typically elected by the end of October so that clients can inform their employees of the benefits during the open enrollment period ahead of a January 1st plan year start.

Key Operational and Business Metrics

In addition to the measures presented in our consolidated financial statements, we use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

Member and Client Base. Our addressable market is primarily large self-insured employers. There are approximately 8,000 employers in the United States (excluding quasi-governmental entities, such as universities, school systems, and labor unions) who have a minimum of 1,000 employees, representing approximately 75 million potential covered lives in total. Our current member base of approximately 4.0 million covered lives represents a low single digit percent of our total market opportunity. We intend to continue to drive new client acquisition by investing significantly in sales and marketing to engage, educate and drive awareness of the unmet need around fertility solutions among benefits executives. We also increase brand awareness and adoption with employers by leveraging our strong relationships with benefits consultants. In particular, we are focused on expanding the number of clients with more than 2,500 covered lives. As of March 31, 2022 and December 31, 2021, we served 264 and 191 clients, respectively, representing 3,957,000 and 2,935,000 members, respectively.

Importantly, as we have continued to grow, we have meaningfully diversified our client base across more than 30 different industries currently from just two industries when we launched our fertility benefits solution in 2016. We are expanding our client base within each industry and have an industry-specific strategy that enables us to most effectively target our addressable market. Because our clients within an industry compete with each other for employees, we believe our solutions are increasingly viewed as an important way for them to differentiate from, or remain competitive with, one another. Additionally, we believe that our expanding presence has resulted in a heightened awareness of the need to offer fertility benefits and has informed the market of the value we provide to our clients and our members, which we believe also helps facilitate growth. In addition, we are continuously utilizing our established client relationships to evaluate other potential fertility solutions that could benefit our members and simultaneously drive growth. Our ability to attract new clients will depend on a number of factors, including the effectiveness and pricing of our solutions, offerings of our competitors, the effectiveness of our marketing efforts to drive awareness and the demand for fertility benefits solutions overall. We define a client as an organization for which we have an active contract in the period indicated. We count each organization we contract with as a single client including divisions, segments or subsidiaries of larger organizations to the extent we contract separately with them.



                           As of March 31,        As of December 31,
                                 2022                    2021
Client Tier (Members)    Clients     Members     Clients     Members
Up to 2,500                   68      114,000         44       79,000
2,501 - 10,000               119      603,000         93      473,000
10,001 - 50,000               63    1,272,000         45      957,000
Greater than 50,000           14    1,968,000          9    1,426,000
Total                        264    3,957,000        191    2,935,000


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Benefits Utilization. A key driver of our revenue is the number of members we serve and the rate at which they utilize their fertility benefits. As our client base has grown, our membership has grown from approximately 110,000 members in 2016 when we launched our fertility benefits solution to approximately 4.0 million members as of March 31, 2022.

The following table highlights the number of assisted reproductive treatment, or ART, cycles performed for Progyny members and the member utilization rates for each of the periods presented:



                                                  Three Months Ended
                                                      March 31,
                                                  2022         2021
Assisted Reproductive Treatment (ART) Cycles(1)     8,924        6,558
Utilization - All Members(2)                        0.51%        0.54%
Utilization - Female Only(2)                        0.45%        0.47%
Average Members                                 3,927,000    2,657,000

Represents the number of ART cycles performed, including IVF with a fresh (1) embryo transfer, IVF freeze all cycles/embryo banking, frozen embryo


    transfers and egg freezing.


    Represents the member utilization rate for all services, including but not
    limited to, ART cycles, initial consultations, IUIs and genetic testing. The
    utilization rate for all members includes all unique members (female and

male) who utilize the benefit during that period while the utilization rate (2) for female only includes only unique females who utilize the benefit during


    that period. For the purposes of calculating utilization rates in any given
    period, the results reflect the number of unique members utilizing the
    benefit for that period. Individual periods cannot be combined as member
    treatments may span multiple periods.

Impact of COVID-19 on our Business

The COVID-19 pandemic has significantly impacted various markets around the world, including the United States. Restrictions related to COVID-19, including variants, and our responses to them have significantly impacted and may continue to impact how our members use our services, access our providers, and how our employees work and provide services to our clients and members, resulting in an impact on our revenue. We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to monitor liquidity, as necessary, and ensure that our business can continue to operate during these uncertain times. COVID-19, including variants, and related restrictions continued to have a negative impact on our revenue growth for the three months ended March 31, 2022. To the extent that the markets we serve experience increased cases of COVID-19, state or local governments may reinstitute measures to control its spread, which could again negatively impact our members' access to care. We will continue to evaluate the nature and extent of these potential impacts to our business, results of operations and liquidity.

For additional information on the various risks posed by the COVID-19 pandemic, please read Part II, Item 1A. Risk Factors included in this Quarterly Report on Form 10-Q.

Components of Results of Operations

Revenue

Revenue includes fertility benefits solution revenue, pharmacy benefits solution revenue and PEPM fees.

Fertility Benefits Solution Revenue

Fertility benefits solution revenue primarily represents utilization of our fertility benefits solution. Our client contracts are typically for a three-year term and pricing for this solution is established for each Smart Cycle treatment bundle, based in part on when the client first became a client and the number of members covered under the solution. Fertility benefits solution revenue includes amounts we receive directly from members, including deductibles, co-insurance and co-payments associated with the treatments under the fertility benefits solution. Revenue is recognized based



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on the negotiated price with our clients and includes the portion to be paid directly by the member. Revenue is recognized when Smart Cycle services are completed for a member. Revenue is also accrued for authorized Smart Cycle services rendered based on member appointments scheduled with a fertility specialist in our network but for which no claim has yet been reported, net of expected changes and cancellations of services.

Pharmacy Benefits Solution Revenue

Pharmacy benefits solution revenue primarily represents utilization of Progyny Rx. For clients who contract for the fertility benefits solution, we offer an add-on, separate, fully integrated pharmacy benefits solution designed by us. Progyny Rx provides our members with access to our formulary plan design, simplified authorization, prescription fulfillment and timely delivery of the medications used during treatment through our network of specialty pharmacies, as well as provides our members with medication administration training and other pharmacy support services. Prescription drugs are dispensed by our contracted mail order specialty pharmacies. Revenue related to the dispensing of prescription drugs by the specialty pharmacies in our network includes the prescription fees negotiated with our clients, including the portion that we collect directly from members (deductibles, co-insurance and co-payments). The contractual fees agreed to with our clients are inclusive of the cost of the prescription drug from our specialty providers, less any applicable discounts, as well as the related clinical and care management services. Revenue from these arrangements is recognized when the drugs are dispensed. This solution was introduced in the marketplace in the third quarter of 2017 and went live with a select number of clients on January 1, 2018.

Per employee per month (PEPM) fee

Clients who purchase our fertility benefits solution also pay us a population based PEPM fee which provides access to our PCAs for fertility and family building education and guidance and other digital tools for all of our covered members, regardless of whether or not they ultimately pursue fertility treatment. We earn a PEPM fee for the majority of our clients. Revenue from the PEPM fee is billed and recognized monthly based upon the contractual fee and the number of employees at that specific client for that month.

Cost of Services

Our cost of services has three primary components: (1) fertility benefits services; (2) pharmacy benefits services; and (3) vendor rebates.

Fertility Benefits Services

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

Pharmacy Benefit Services

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



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Vendor Rebates

We receive a rebate on certain medications purchased by our specialty pharmacies. Our contractual arrangements with pharmacy program partners provide for us to receive a rebate from established list prices, which is paid subsequent to dispensing. These rebates are recorded as a reduction to cost of services when prescriptions are dispensed.

Gross Profit and Gross Margin

Gross profit is total revenue less total cost of services. Gross margin is gross profit expressed as a percentage of total revenue. We expect that gross profit and gross margin will continue to be affected by various factors including the geographic location where treatments are performed, as well as pricing with each of our clients, provider clinics, labs, specialty pharmacies and pharmaceutical companies, all of which are negotiated separately, have different contracting start and end dates and durations which are not coterminous with each other. Additionally, staffing levels and the related personnel costs, including stock-based compensation expense, and other costs necessary to deliver our care management services will continue to grow as we continue to add clients and their associated members.

Operating Expenses

Our operating expenses consist of sales and marketing and general and administrative expenses.

Sales and Marketing Expense

Sales and marketing expense consists primarily of employee related costs, including salaries, bonuses, commissions, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization for those employees associated with sales and marketing. These expenses also include third-party consulting services, advertising, marketing, promotional events, and brand awareness activities. We expect sales and marketing expense to continue to increase in absolute dollars as we continue to invest and grow our business.

General and Administrative Expense

General and administrative expense consists primarily of employee related costs, including salaries, bonuses, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization for those employees associated with general and administrative services such as executive, legal, human resources, information technology, accounting, and finance. These expenses also include third-party consulting services and facilities costs. We anticipate that we will incur additional general and administrative expenses on an ongoing basis as a public company and to support growth in the business.

Other Expense, net

Other expense, net primarily includes investment income and losses as well as interest income and expense.

Benefit for Income Taxes

We are subject to income taxes in the United States. Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. We believe there is sufficient positive evidence to conclude that it is more likely than not that the net deferred tax assets were realizable.



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Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of revenue for those periods:



                                               Three Months Ended
                                                   March 31,
                                                2022        2021

                                                 (in thousands)
Consolidated Statements of Operations Data:
Revenue                                      $   172,217  $ 122,133
Cost of services(1)                              139,268     93,226
Gross profit                                      32,949     28,907
Operating expenses:
Sales and marketing(1)                            10,015      4,014
General and administrative(1)                     22,992     13,086
Total operating expenses                          33,007     17,100
Income (loss) from operations                       (58)     11,807
Other expense, net                                  (84)       (11)
Income (loss) before income taxes                  (142)     11,796
Benefit for income taxes                           5,113      3,370
Net income                                   $     4,971  $  15,166

(1) Includes stock-based compensation expense as follows:




                                            Three Months Ended
                                                March 31,
                                            2022            2021
Cost of services                        $      6,165       $ 1,287
Sales and marketing                            4,763           681
General and administrative                    13,572         3,066

Total stock­based compensation expense $ 24,500 $ 5,034




                                                            Three Months Ended
                                                                March 31,
                                                            2022          2021
Consolidated Statements of Operations Data, as a
percentage of revenue:
Revenue                                                        100 %         100 %
Cost of services                                                81            76
Gross profit                                                    19            24
Operating expenses:
Sales and marketing                                              6             3
General and administrative                                      13            11
Total operating expenses                                        19            14
Income (loss) from operations                                  (0)            10
Other expense, net                                             (0)           (0)
Income (loss) before income taxes                              (0)            10
Benefit for income taxes                                         3             3
Net income                                                       3 %          12 %


Non-GAAP Financial Measure - Adjusted EBITDA

Adjusted EBITDA is a supplemental financial measure that is not required by, or presented in accordance with, U.S. GAAP. We believe that Adjusted EBITDA, when taken together with our U.S. GAAP financial results, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our



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historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation, evaluating our operating performance, and for internal planning and forecasting purposes.

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of Adjusted EBITDA include: (1) it does not properly reflect capital commitments to be paid in the future; (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (3) it does not consider the impact of stock-based compensation expense; (4) it does not reflect other non-operating expenses, including other (income) expense, net and interest (income) expense, net; and (5) it does not reflect tax payments that may represent a reduction in cash available to us. In addition, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net income from continuing operations and other U.S. GAAP results.



We calculate Adjusted EBITDA as net income, adjusted to exclude depreciation and
amortization, stock-based compensation expense, other (income) expense, net,
interest (income) expense, net, and benefit for income taxes. The following
table presents a reconciliation of Adjusted EBITDA to net income for each of the
periods indicated:

                                    Three Months Ended
                                        March 31,
                                     2022        2021

                                      (in thousands)
Net income                        $     4,971  $  15,166
Add:
Depreciation and amortization             364        422

Stock­based compensation expense 24,500 5,034 Other (income) expense, net

                96        (7)
Interest (income) expense, net           (12)         18
Benefit for income taxes              (5,113)    (3,370)
Adjusted EBITDA                   $    24,806  $  17,263

Comparison of Three Months Ended March 31, 2022 and 2021



Revenue

              Three Months Ended
                  March 31,
              2022           2021       % Change

            (dollars in thousands)

Revenue      $172,217       $122,133         41%

Revenue increased by $50.1 million, or 41%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. This increase is primarily due to a $22.1 million, or 25%, increase in revenue from our fertility benefits solution and a $28.0 million, or 84%, increase in revenue from our Progyny Rx solution. The increase in revenue from our fertility benefits solution was primarily due to the increase in the number of clients and covered lives. The increase in revenue from our Progyny Rx solution was also driven by the number of clients and covered lives that added the Progyny Rx benefit. Progyny Rx went live with only a select number of clients on January 1, 2018 and has continued to add both new and existing fertility benefits solution clients since its initial launch. Our revenue growth for the three months ended March 31, 2022 and March 31, 2021 was negatively impacted by COVID-19.



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Cost of Services

                       Three Months Ended
                           March 31,
                       2022           2021       % Change

                     (dollars in thousands)

Cost of services       $139,268       $93,226         49%

Cost of services increased by $46.0 million, or 49%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to an increase in medical treatment and pharmacy prescription costs associated with fertility treatments delivered as well as an increase in personnel-related costs primarily due to incremental headcount as well as a $4.9 million increase in stock-based compensation expense.

Gross Profit and Gross Margin



                   Three Months Ended
                       March 31,
                   2022           2021       % Change

                 (dollars in thousands)

Gross profit       $32,949        $28,907         14%
Gross margin         19.1%          23.7%

Gross profit increased by $4.0 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Gross margin decreased 460 basis points for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily due to an increase in personnel-related costs related to onboarding care management resources in advance of client launches subsequent to the first quarter and an increase in stock-based compensation expense as well as temporary inefficiencies experienced during the initial ramp up period of a new pharmacy partner.

Operating Expenses

Sales and Marketing Expense



                          Three Months Ended
                              March 31,
                          2022            2021      % Change

                        (dollars in thousands)

Sales and marketing        $10,015        $4,014        150%

Sales and marketing expense increased by $6.0 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. This increase was primarily due to a $5.6 million increase in personnel-related costs relating to incremental headcount, an increase in sales commissions and an increase in stock-based compensation expense of $4.1 million, and a $0.4 million increase in other related sales and marketing expenses.



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General and Administrative Expense



                                 Three Months Ended
                                     March 31,
                                 2022           2021       % Change

                               (dollars in thousands)

General and administrative       $22,992        $13,086         76%

General and administrative expense increased by $9.9 million, or 76%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. This increase was primarily due to an $11.0 million increase in personnel-related costs relating to incremental headcount and an increase in stock-based compensation expense of $10.5 million. This increase was partially offset by a $0.9 million decrease in other related general and administrative expenses and a $0.2 million decrease in bad debt expense.



Other Expense, Net

                         Three Months Ended
                             March 31,
                         2022           2021      % Change

                       (dollars in thousands)

Other expense, net         ($84)         ($11)          NM


Other expense, net decreased for the three months ended March 31, 2022 compared
to the three months ended March 31, 2021, primarily due to a decrease in
investment income.

Benefit for Income Taxes

                               Three Months Ended
                                   March 31,
                               2022           2021      % Change

                             (dollars in thousands)

Benefit for income taxes        $5,113        $3,370         52%

For the three months ended March 31, 2022, we recorded a benefit for income taxes of $5.1 million primarily due to equity compensation activity that occurred during the period.

Liquidity and Capital Resources

As of March 31, 2022, we had $38.8 million of cash and cash equivalents and $66.9 million of marketable securities. Since inception, we have financed our operations primarily through sales of our solutions and the net proceeds we have received from sales of equity securities as further detailed below. Our cash and cash equivalents and working capital are affected by the timing of payments to third-party providers and collections from clients and have increased as our revenue has increased. In particular, during the ramp up and onboarding of new clients who typically begin their benefits plan year as of January 1st, our accounts receivable has historically increased more than our accounts payable, accrued expenses and other current liabilities in the early part of each calendar year. Historically, these timing impacts have reversed throughout the remainder of the fiscal year. Accordingly, our working capital, and its impact on cash flow from operations, can fluctuate materially from period to period.

On October 29, 2019, we completed our initial public offering, or IPO in which we issued and sold 6,700,000 shares of our common stock at a public offering price of $13.00 per share. We received net proceeds of approximately $77.6 million from the IPO, after deducting underwriters' discounts and commissions of $5.9 million and offering costs of $3.6 million. We believe that our existing cash and cash equivalents, including the proceeds from our IPO and cash flow from operations, will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including sales of our solutions and client



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renewals, the timing and the amount of cash received from clients, the expansion of our sales and marketing activities and the continuing market adoption of our solutions.

Other than the impact on our revenue growth and the related cash flows resulting from the various restrictions on activities due to the COVID-19 pandemic, our sources and uses of cash were not otherwise materially impacted by the COVID-19 pandemic in the three months ended March 31, 2022 and, to date, we have not identified any material liquidity deficiencies as a result of the COVID-19 pandemic. Based on the information currently available to us, we do not expect the COVID-19 pandemic to have a material impact on our liquidity. We will continue to monitor and assess the impact the COVID-19 pandemic, including variants, may have on our business and financial results. In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could reduce our ability to access capital and could negatively affect our liquidity in the future. If the disruption persists and deepens, we could experience an inability to access additional capital, which could in the future negatively affect our operations. For additional information on the various risks posed by the COVID-19 pandemic, please read Part II, Item 1A. Risk Factors included in this Quarterly Report on Form 10-Q.

In June 2018, we entered into an agreement with Silicon Valley Bank to replace our then-outstanding term loan with a revolving line of credit of up to $15.0 million, which was amended in April 2019, January 2020, June 2020, and February 2021. The line of credit matured on June 8, 2021.



The following table summarizes our cash flows from operations for the periods
presented:

                                                    Three Months Ended
                                                        March 31,
                                                    2022          2021

                                                      (in thousands)

Cash (used in) provided by operating activities $ (11,262) $ 532 Cash used in investing activities

                  (39,558)      (38,520)
Cash used in financing activities                   (1,772)       (2,497)

Net decrease in cash and cash equivalents $ (52,592) $ (40,485)

Operating Activities

Net cash used in operating activities was $11.3 million for the three months ended March 31, 2022, primarily consisting of net income of $5.0 million adjusted for certain non-cash items, which include $24.5 million of stock-based compensation expense, $5.2 million of deferred tax benefit, $2.3 million of bad debt expense, and $0.4 million of depreciation and amortization. Changes in operating assets and liabilities resulted in cash used in operating activities from an increase in accounts receivable of $65.8 million, other noncurrent assets and liabilities of $1.4 million and prepaid expenses and other current assets of $0.7 million, partially offset by cash provided by operating activities from increases in accounts payable of $23.2 million and accrued expenses and other current liabilities of $6.5 million. These changes were a result of the impact of revenue growth and our operating results as well as the timing of cash collections and payments to third parties.

Net cash provided by operating activities was $0.5 million for the three months ended March 31, 2021, primarily consisting of net income of $15.2 million adjusted for certain non-cash items, which include $5.0 million of stock-based compensation expense, $3.4 million of deferred tax benefit, $2.5 million of bad debt expense, and $0.4 million of depreciation and amortization. Changes in operating assets and liabilities resulted in cash used in operating activities from an increase in accounts receivable of $43.5 million, partially offset by cash provided by operating activities from increases in accounts payable of $13.8 million and accrued expenses and other current liabilities of $9.4 million, and decreases in prepaid expenses and other current assets of $1.0 million. These changes were a result of the impact of revenue growth and our operating results as well as the timing of payments to third-party providers and collections from customers. Net cash provided by operating activities for the three months ended March 31, 2021 was affected by a change in the payment timing for our pharmaceutical partner arrangements.



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Investing Activities

Net cash used in investing activities was $39.6 million and $38.5 million for the three months ended March 31, 2022 and March 31, 2021, respectively, which primarily consisted of net investments in marketable securities of $38.8 million and $38.2 million, respectively. The remainder of the activity for each of the three months ended March 31, 2022 and March 31, 2021 consisted of purchases of computers, software, including capitalized software development costs, and leasehold improvements, including leasehold improvements associated with the buildout of our new corporate office which we occupied in February 2020.

Financing Activities

Net cash used in financing activities was $1.8 million for the three months ended March 31, 2022, consisting of payments of $3.0 million for employee taxes related to equity awards, partially offset by $0.8 million in proceeds from stock option exercises and $0.4 million in proceeds from contributions to our employee stock purchase plan.

Net cash used in financing activities was $2.5 million for the three months ended March 31, 2021, consisting of payments of $3.5 million for employee taxes related to equity awards, partially offset by $0.5 million in proceeds from stock option exercises and $0.5 million in proceeds from contributions to our employee stock purchase plan.

Operating Lease Commitments

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

In February 2022, we entered into a lease agreement for additional space in our corporate offices in New York, New York, consisting of a 24,099 square foot office and a 21,262 square foot office, and also for continued occupancy of the 25,212 square foot office after the expiration of the current sublease. For the 24,099 square foot office, we will pay the base rent of approximately $1.4 million per year starting in the fourth quarter of 2023 for five years and approximately $1.5 million per year thereafter through the first quarter of 2035, the expiration date. For the 21,262 square foot office, we will pay the base rent of approximately $1.3 million starting in the first quarter of 2025 for five years and approximately $1.4 million per year thereafter through the first quarter of 2035, the expiration date. For our current 25,212 square foot office, we will pay the base rent of approximately $1.6 million per year beginning in June 2029 through the first quarter of 2035, the expiration date.

Critical Accounting Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

We believe that the assumptions and estimates associated with our accrued receivables related to revenue recognition, accrued claims payable, stock-based compensation expense, and accounting for income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting estimates.

For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K as well as Note 1 - Business and Basis of Presentation and Note 2 - Significant Accounting Policies in the notes to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q. There have been no material changes to the Company's critical accounting policies and estimates since our Annual Report on Form 10-K.



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Recently Adopted Accounting Pronouncements

For a full discussion of recently adopted accounting pronouncements, see Note 2 - Significant Accounting Policies, to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.



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