Castlight Health, Inc.
Q4 2020 Earnings Call Transcript

Published: 23 Feb 2021

[Operator:]

Good afternoon and welcome to the Castlight Health Fourth Quarter 2020 Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Leading today's call are Maeve O'Meara, Chief Executive Officer and Will Bondurant, Chief Financial Officer. Maeve and Will will offer prepared remarks and then they will take questions. The Castlight press release, webcast link and other related materials are available on the investor relations section of Castlight's website. This call contains forward-looking statements regarding trends, strategies, and anticipated performance of the Castlight business, including, but not limited to, guidance for 2021, new sales, our ability to bring new innovation, the opportunities and impact of COVID on our own operations, our ability to sell and our operating results, opportunities and the impact of COVID on our customer's businesses and their decisions to buy certain benefits or institute workforce reductions, retention of existing customers, gross margin, and operating expense trends, cash use, future cash position, and the changes in the growth strategy on the company's performance.

[Maeve O'Meara:]

Thank you all for joining us today. On the call, I'll provide an update on the fourth quarter, a look back at the progress we made over the past 18 months, and then turn towards our goals for 2021. After that I will hand the call to Will to provide a more detailed review of the financials. For the full year, our total revenue of nearly $147 million exceeded our guidance; our full year non-GAAP gross margin of 68% was the highest since 2017; and Castlight achieved full year non-GAAP profitability for the first time. While COVID introduced many unforeseen challenges, our experienced management team and Will and I's deep understanding of the business allowed us to make swift, sound decisions that strengthened our financial footing, while still enabling us to respond to COVID and the rapid market evolution in a way that has positioned us well to grow ARR in 2021.

[Will Bondurant:]

Thanks Maeve. I'll spend a bit of time touching on full year highlights, review our fourth quarter results in detail, and provide our initial outlook for the year ahead. For the full year 2020, we reported revenue of $146.7 million, an increase of 2%. While 2020 certainly was a challenging environment, specifically for our employer business, our revenue increase demonstrates our resilient revenue model and the team's innovation Maeve mentioned, which led to new engagements and the year over year increase in revenue. Non-GAAP gross margins of 68% increased nearly 600 basis point compared to 2019. The improvement was a direct result of our commitment to financial sustainability. As Maeve said, our proactive cost structure decisions in early May allowed us to position the business for a strong year, even in the midst of unprecedented economic times. We are also pleased to report that Castlight achieved our first full year of positive non-GAAP operating income, with 2020 non-GAAP operating income of $6.3 million, compared to a loss of $21.7 million in 2019. Finally, as it relates to cash, we delivered positive cash flow from operations for the second half of the year, bringing the full year operating cash flow use to just $5.6 million. Our full year total cash used included one-time cash to build our Utah Customer Center of Excellence, which represented more than $3m of non-operating cash outlay in the first half of 2020. Turning to our fourth quarter results, our annualized recurring revenue, or ARR, at the end of the quarter was $126.7 million, down approximately $4.7 million sequentially. As we discussed in Q3, we saw limited employer sales that did not offset client renewal decisions. Importantly, we continued to pull-forward 2021 renewals into 2020 and I will speak further about our renewal book as I address our 2021 outlook shortly. Total revenue in the fourth quarter was $37.1 million, an increase of 2% compared to a year ago. Q4 revenue benefitted from the recognition of initial revenue against our Boston Children's Hospital/CDC agreement, which is reflected in our professional services revenue. As we referenced in the initial disclosure, the agreement provides for BCH to pay Castlight $8.5 million for work that began in Q4 2020 and is expected to conclude in mid-2021. Subscription revenue of $34.4 million accounted for 93% of total revenue and services revenue represented the remaining $2.7 million. Subscription revenue in the quarter continued to benefit from membership levels that exceeded our conservative forecasts around potential COVID-related layoffs or user count decreases for our employer clients. Turning to non-GAAP measures, our gross margin in the quarter of 68% compared favorably to 58% a year ago. Subscription gross margin of 79% was in line with our expectations for the quarter. Non-GAAP operating expenses as a percentage of revenue were 61% in the quarter compared to 80% in the fourth quarter of last year. Like previous quarters, the year-over-year improvement reflects our 2020 priority around financial sustainability specifically as we realized savings following our platform migrations that completed on January 1st of 2020, as well as the impact of our proactive cost management measures implemented in Q2 of this year. Finally, non-GAAP operating income of $2.7 million represents the third straight quarter of positive non-GAAP operating income. The same can be said for cash flow from operations at $3 million in the fourth quarter. We ended the fourth quarter with $49.2 million in cash on the balance sheet. With that, I'll now provide our 2021 outlook. In 2020, we made significant progress against our goals of financial sustainability and believe that we are now in a position to manage profitability and cash flow against investment opportunities that will drive growth in the business. As we look forward into 2021, we have chosen to make a set of investments we believe will allow us to capture market share and power the return to ARR growth Maeve mentioned, notably in our sales and marketing organization, where we are under-spending our competitors and comparable firms, and our Care Guides capabilities. As we make these investments, though, we remain committed to financial sustainability and will continue to steward our cash to limit our outlay. As we look forward into 2021, we expect revenue in the range of $130 million to $135 million, non-GAAP operating loss between $4 million and $9 million, and non-GAAP loss per share between $0.02 and $0.06 based on approximately $160 million to $161 million shares outstanding. Full year gross margins in the mid-to-high 60% range and cash flow from operations to be between $2 million of cash generated and $3 million of cash used. We expect to end the year with cash and cash equivalents of greater than $45 million. Beginning this year, we will also provide a forward quarterly expectation for revenue. We expect revenue for the first quarter ending March 31st, 2021 in the range of $32 million to $34 million. Finally, as Maeve mentioned, we are committed to ARR growth in 2021. While Maeve described in depth our sales motion and progress in both health plan and employer markets, I also wanted to share a bit of context on our renewal book of business. In 2021, our renewal book is half the size of our 2020 renewal cohort. We are already engaged with each major renewal and believe we can manage our churn to a meaningfully lower ARR reduction and higher net dollar retention than 2020 and 2019. We made significant progress in 2020 while meeting the needs of our customers and users during challenging times and that couldn't have happened without hard work, creativity, and commitment from the entire team at Castlight. I echo Maeve's sentiment that we believe we are well-positioned to deliver ARR growth in 2021 and I look forward to updating you on our progress throughout the year. We are confident in our team, the investments we are making to return to growth, and appreciate each of our employees, customers, users, and shareholders as participants in our transformation. At this time, I'd like to open the call to questions. Operator?

[Operator:]

And your first question comes from Charles Rhyee with Cowen.

[Charles Rhyee:]

Yes, hi, thanks for taking the questions. Just to start Will you talked about that the renewal book for the rest of this year is about 50%. And I guess you're saying that, because you pull forward a lot of that activity into 2020, is that correct?

[Will Bondurant:]

Hey Charles, it's great to chat with you today. As I mentioned, we did see, obviously, renewal activity in Q3 and Q4 and one of our goals was to pull forward as much as the 2021 renewal book into 2020 as we could. We pull forward a handful in Q4 and handful in Q3 to help be part of the reason we feel good about that book looking forward, partly, obviously, because of the size. And then also, because as Maeve mentioned, we feel like we've got line of sight in the renewals and a healthier book than we have had in several years.

[Charles Rhyee:]

Okay, that's all. And so then I guess maybe a different question would be because if we're looking at the ARR, declined sequentially. It was -- is there like a success metric of the -- that early renewal activity or when you say early renewals, these are ones that you're able to close for renewal? Were there others that you were in discussions for an early renewal and they took that opportunity to make a different decision?

[Will Bondurant:]

Absolutely. So, just as a bit of quick context, the way that we essentially booked ARR is that upon either the renewal itself or the notice of non-renewal; we either add it or remove it from the ARR itself. So, it's kind of contracting or the termination notice. And so when we say pull forward into 2021, it's both renewing those customers we could, but then also working through customers that may not renew and then if they gave us that notice in Q4, it would come out of ARR.

[Charles Rhyee:]

Okay. And that gives you the comfort with the remaining book as we go into this year.

[Will Bondurant:]

That's right.

[Charles Rhyee:]

Okay. And maybe one last one for me, Boston Children's, I think you said about $8.5 million, by our math, it looks like maybe about you saw $1.5 in the fourth quarter. The revenue guide here $32 million to $34 million would seem rather low if we're going to, if we take the remaining $7 million or so ratably across two quarters. Is it back end weighted at all? Or can you give us a sense of that? Thanks.

[Will Bondurant:]

Yes, no, absolutely. So, we're obviously I should start by saying we're really pleased to have that relationship with Boston Children's Hospital. The proactive work we did with COVID has led to this opportunity. That payment is $8.5 million and it reflects work that happens from Q4 through the middle part of 2021. And that work happened as the -- essentially as the work happens and so you'd expect that revenue to kind of flow from call it mid-Q4 all the way through that mid-2021 mark, in the professional services line of revenue.

[Charles Rhyee:]

Okay. All right. I'll stop there. Thank you.

[Will Bondurant:]

Thanks Charles.

[Operator:]

Your next question comes from Richard Close from Canaccord Genuity.

[Richard Close:]

Great. Thanks for the question. I assume you can hear me okay.

[Maeve O'Meara:]

We can.

[Richard Close:]

Okay, great. Can you talk a little bit about Scott's specific role with respect to the Blue Cross Blue Shield and has that begun?

[Maeve O'Meara:]

Yes. I'll just start by saying that Scott -- we're really excited to announce he is an incredible advisor. He's actually been working with us for some time, but are just obviously sharing it kind of publicly today. And his prior experience was President and CEO of the Blue Cross Blue Shield Association. So, he's really been involved in all aspects of really the Blue's community collaboration and innovation. And as you can imagine, has really an unparalleled network of relationships as well as the actual personal experience as the 20-year CEO. And what I would also just add to that is, I think, Scott could really work with any digital health company and I think he chose Castlight because he believes we have the best solution that we know how to work with plans, and that we have the maturity and experience to win in the space. So, extremely excited to be sharing the news today.

[Richard Close:]

And was he involved in Alabama?

[Maeve O'Meara:]

Great question. So, he was actually. So, I think we mentioned in the earlier remarks that it was a competitive process and we won for several reasons. So, kind of, number one was really having the best solution. So, we were told that we had by far the most comprehensive product offerings. The second was our track record with Anthem. So, Anthem was, as you can imagine, a big reference for us and then, of course, demonstrated success with large innovative employers. That said, Scott was also a key reference for us knowing the company as well as he does.

[Richard Close:]

Okay. And staying on health plan side of things here, you talked about a strong pipeline. Last year, you said --, hopefully signing one, you signed two. Do you have a targeted number of new wins for 2021? And then if you do, is that more 2022 revenue event or 2023?

[Maeve O'Meara:]

Sure. Thank you for the question. So, taking a step back, as you mentioned, we're thrilled to have exceeded the goal and added a second health plan customer. Last year, we believed it was really important to establish a foundation. And as we looked at this year, one of the things that that we saw pretty clearly was that we have now multiple ways to grow, right? So, both within the plans, as well as new plan customers, which as we discussed, we've already seen that with Blue Cross Blue Shield of Alabama. And really our traction in 2020, the health plan pipeline, which I'll speak a little bit more about and then our product market fit is what gives us confidence to really sign up to commit and to grow this business. From a pipeline perspective, we are in early to mid-stage discussions with several plans. And just one piece of color that I would add is that those conversations, many of those are in process prior to us and in Alabama. But the additional validation, we fully expect to help us, frankly, increase the velocity of some of those opportunities through the pipeline. So, we feel very good about our ability to grow the health plan business. Will, do you want to discuss the play on the revenue?

[Will Bondurant:]

Yes, quickly in revenue. So, Richard, the revenue dynamic, it depends on the implementation timeline. There's going to be a spectrum there, we signed in Q3 and it went live on 1/1 and so obviously, revenue in 2021 with signing in 2020. The Alabama relationship is a broader product scope. So, that's a good thing. It will be a longer implementation timeline looking at late this year and so will depend on the product scope and implementation timeline as to whether it's 2022 revenue, full year, or part year or 2023 revenue.

[Richard Close:]

Okay. When you sign a contract like that, even though the revenue might be way off or a little often to the distance, does it immediately go into ARR or--?

[Will Bondurant:]

That's right. When we sign a contract, the part that is annualized and recurring and so excluding implementation fees or one time fees, would go into ARR upon contract signature.

[Richard Close:]

Okay. And then maybe if we could move on to Care Guides, if I could ask a couple more, but -- so how are you viewing the Care Guides opportunity? Is this more cross-sell to your existing clients or is this more potential new clients? Maybe you can talk about where you see the most opportunity there, and then maybe how -- or what percentage of RFPs that you're bidding on include Care Guides?

[Maeve O'Meara:]

Yes, absolutely. So, to take a step back, when we decided on this strategy about 18 months ago, the reason for that is that we believe that the high-tech high-touch approach is what's going to win in the growing navigation market. So, to answer your question, we do see opportunity. Actually, with health plans, in addition to employers, but certainly with employers, both within our existing book and new business, just as we've been looking at the employer pipeline to share some perspective there. The RFPs and RFIs that we've seen which this is early in the year for that to be clear, but those have included those high-tech and high-touch. So, the short answer is, we believe that the market is converging around navigation, point one. Point two; we believe that the high-tech high-touch approach is going to win. So, we expect to compete in a majority of the opportunities with our Care Guides solution.

[Richard Close:]

Okay. And then a follow on to that is if you sign someone to Care Guides, let's say, they're an existing customer and they decide to take on Care Guides, they want that as well. Is that tied to the benefit year in terms of you would launch that in the January when the new benefit years starts? Or how do we think about timing if you're able to do a cross-sell?

[Maeve O'Meara:]

Yes, no, great question. I think one of the things that's really exciting about Care Guides is that we can launch that very quickly as well. Really, if you think about what Care Guides is, it is a team of experts that are really providing support to people who have more complicated issues, questions and/or are not comfortable with technology. But we actually already have all of the data that would power the tools and solutions that Care Guides use. So, we would be able to launch them during the year. And we have actually yet to see really an employer that's been too focused around a one-one launch of Care Guides as an add on.

[Richard Close:]

Okay.

[Will Bondurant:]

Yes. I would add, though, just quickly that, certainly we can sign and launch within the year. But as you think about our outlook, we typically are planning for a world where we sell the customer in 2021 to drive revenue in 2022. And so I would view meaningful kind of cross-sell opportunity as upside to our revenue for 2021 if we're able to drive that,

[Richard Close:]

Okay. That's fair. And then I just have one final question, if I could squeeze it in. So, let's say Care Guides takes off, you're successful there. You're here today talking about your strong margins -- gross margins, whatnot. How are you thinking about the margin profile as Care Guides increases in popularity I guess?

[Will Bondurant:]

Absolutely. I think one of the pieces we think differentiates us in this space -- that navigation space is that we're approaching high-touch from the technology side. And so we have the technology foundation that will always be in place, we are never just the services team, which allows us to scale and it also allows us to provide the Care Guides with a set of sophisticated technology to essentially help answer the question, but more quickly and more efficiently. And so we believe we'll be able to implement Care Guides and are seeing this with our initial set of customers, where the margin profile stays essentially where it is in the mid-60s. So, that might be a tick down from what -- when Castlight was purely a technology company three or four years ago, we would have been saying, but ultimately, we can maintain this margin profile launching that high-tech high-touch navigation solution.

[Richard Close:]

Okay, great. Thank you.

[Maeve O'Meara:]

Thank you.

[Operator:]

And your next question comes from Gene Mannheimer with Colliers Securities.

[Gene Mannheimer:]

Thanks. Good afternoon. Congrats on all the great progress and a strong finish to the year. I wanted to ask the -- the question around Boston Children's revenue a different way. I guess how much of your 2021 outlook includes the one time project with the CDC so we can back that out?

[Will Bondurant:]

Yes, Gene. So, you can think about Boston Children's as $8.5 million of payments that would have started in Q4 and go through mid-2021. It's not purely ratable in the sense that it it's not truly equal each day. But it's associated with the teams working on that. And we expect that team to stay relatively consistently sized from when we launched it in call it mid-Q4 through that mid-2021 period. So, hopefully, that helps you kind of back into what you might think about on a Q1, Q2, and then early Q3 basis.

[Gene Mannheimer:]

Okay. All right. Excellent. Thanks Will. And just to confirm -- first of all, congrats on the Blue Cross of Alabama win. And is your initial agreement there, is that included in the ARR number that you provided for December 31?

[Will Bondurant:]

That's right. So, congratulations to Maeve and the team on Alabama. The Alabama agreement we signed in December was for the digital component of the navigation solution. And then we expanded to include the Care Guides component just a few weeks ago. So, the December digital component is in the 12/31 ARR. The component from a couple of weeks ago, adding Care Guides will be in our 3/31 ARR.

[Gene Mannheimer:]

Right. Okay. And are you able to just help us along with sizing that opportunity? I mean, I assume it's somewhere between Cigna's initial agreement and Anthem, but there's a large range there. Can you give us any more granularity about how much this can contribute? Thanks.

[Maeve O'Meara:]

Sure. Hey, Gene, thanks for the questions. So, Alabama is a large regional Blue, that does have significant membership. And they did purchase our full navigation solution, including Care Guides and so for those reasons, we do expect it to be a meaningful contribution in 2022.

[Gene Mannheimer:]

Okay, very good, good. And last thing. So, we spoke of the ARR and how you pulled forward renewals, reducing the renewal -- the cohort for this year. So, how should we think about that conversion of ARR to revenue? Is it is it one for one? In other words, it should 100% of that ARR number be recognized in the in the forward 12 months as revenue?

[Gene Mannheimer:]

Yeah, Gene, it's a good question. So, if you think about ARR, it's everything that is contracted and both signed and launched -- signed and implementation. The -- because of the dynamic you mentioned, with renewals and candidly, because our employer sales were lighter in 2020 than we would have liked, the proportion of ARR that is live is heavier than in previous years. There is still a set of ARR under implementation. A big chunk of that is what we just talked about with Blue Cross Blue Shield of Alabama, which signed in December and will launch later this year. But we do expect a higher portion of the ARR to convert to revenue than we did say over the last couple of years.

[Gene Mannheimer:]

Makes sense. Thank you.

[Operator:]

And your next question comes from Charles Rhyee with Cowen.

[Charles Rhyee:]

Yes. Hey, thanks for taking the follow-up here. I just wanted to circle back here, if I think -- I'm sorry, if I missed it, but did you actually see how much Alabama ARR was in the quarter?

[Will Bondurant:]

We did not. Charles and we don't talk about customer-specific ARR numbers. We chose to give the Cigna ARR in Q3 because we didn't want to kind of lead anyone astray. Cigna, we're starting with a specific subset of their population and didn't want to imply it was bigger than it was. But we didn't -- you heard me to kind of describe it as a meaningful contribution as it converts to revenue in 2022.

[Charles Rhyee:]

Okay. So, then my follow-up question is if we back out Anthem and then a little bit for Cigna, and if we make some assumption for Alabama, it kind of plays to the employer market really struggling here. And obviously, a lot of things happened in 2020. Just curious, in particular, the fourth quarter with Care Guides into the market, clients that gave you notice of not renewing. I guess two questions around that. First, is it because those employees are buying down benefits? Or were they making a decision to move to a competitor?

[Maeve O'Meara:]

Yes, great question. And I'll address the kind of a couple pieces of it. So, kind of, starting with some of the churn conversations, they really when you think about churn, it's really a function of two things, which is customers choosing not to renew and then pricing reductions. And some of that was due to COVID and candidly, some of it was not. So, we've talked about the reasons that we feel good about churn looking forward, half the size of the book, frankly, green and line of sight to those renewals, but kind of speaking more broadly about the employer book, and why do we feel confident. Last year was a really different year due to COVID and that impacted as we just discussed, churn, but also new sales. So, when we think about specifically 2021, reasons we're feeling actually quite strong about the employer business are number one, there's fewer COVID headwinds. I think there's been a maturing of a remote buying process. Certainly, COVID still exists, but people have learned to adapt. Number two is that we did not have our team fully enabled on Care Guides, right, the high-touch piece, which is where a lot of the opportunity is. So, having our team with that in their bag this year, we expect to have an impact. And then, of course, I talked a little bit about some of the things we're doing on the channel side on the local level, which we're actually already seeing contribute to pipelines. So, we think that'll be really significant. So, the way that we think about it, Charles is ultimately, we are in a growing market; there is definitely a recognized need for a high-tech high-touch solution and we're actually very confident that our solution can win. So, happy to dive into any kind of piece of that. I know you have several questions in there, but that's why we're feeling as good as we are about the employer business despite having, as you said, a little bit of a tougher churn quarter than we would have liked.

[Charles Rhyee:]

Okay. And so then my follow-up question there is, so if we look at the guidance for the first quarter and take the midpoint at $33 million, assuming it sounds like Will, you're saying, think of Boston Children's fairly ratable from mid-December, so call it, roughly $3 million or so you're looking at kind of a core revenue of $29 million, probably subscription revenue, I guess, I'm estimate roughly $28 million-ish plus $28mi, $29 million. Is that just a function that if people give notice, those just revenues kind of just go away. So, when we're looking at this $126.7 million ARR, that's kind of our go-forward, unlike when we sign new clients, it takes a while for them to ramp up and shelf in the revenues?

[Will Bondurant:]

Yes, that's right. We take -- we try and take the most conservative approach that we can with ARR as it relates to clients that are terminating. So, we take them out of that number, when we received the termination notice, Charles. And so they're our clients, just to be very clear, that are still live with us and where revenues being recorded. But they have come out of ARR, because they shared a termination notice in Q4. A couple of those are the ones we talked about earlier, 2021, renewal cohort that we pulled forward to essentially handle and take care of it in 2020. So, that $126.7 million represents essentially what is contracted go forward revenue, but knowing some of its in implementation and some of it is actually -- there are still clients that are live and recording revenue through the remainder of their contract term, if they've given us a termination notice.

[Charles Rhyee:]

So, they're still in that 1Q guidance then even if they gave you termination notice non -- whatever, non-continuing notice in the fourth quarter?

[Will Bondurant:]

That's correct. They very well could be.

[Charles Rhyee:]

Okay. Is there any levers then -- what could give us upside maybe to revenue guidance here? Or is it really that we're focused on -- we should be focused on ARR growth? Anything that can actually impact 2021 revenue itself?

[Will Bondurant:]

Yes, I'll take those two separately. For 2021 revenue, we have really strong visibility to the core revenue base as you mentioned, given our client contracts and given we don't have that much in implementation right now. We have not made assumptions about in-year revenue conversion. I think Richard asked this earlier. If we were able to sign Care Guides customers in the existing base, add on Care Guides, we would be able to launch that implement that and lead the revenue upside. There also is revenue upside from some of the items that are performance based. So, we have performance guarantees in certain agreements. We take kind of an evaluation of those in thinking through our outlook, but take a frankly, fairly kind of conservative approach to those performance guarantees. And then finally, I would say that Boston Children's Hospital didn't exist when we spoke about Q3 and the October timeframe. This is -- not me, it's the work of the team, but there's a lot of creative people at Castlight that are looking for opportunities to drive revenue across the business. But with that said, ARR is definitely going to be the best measure looking forward to look at the kind of the opportunity for us to see meaningful revenue growth -- the return to growth we've talked about in 2022 and beyond.

[Charles Rhyee:]

Thanks. Maybe last follow-up would be any other opportunities like Boston's Children out there to -- for other parts of the country or is this really the only way you're kind of getting to it?

[Maeve O'Meara:]

Yes, no, great question. And as Will mentioned, certainly my intent was not to focus on the CDC or Boston Children's Hospital, a lot of opportunities have come to us as a result of our work in testing and reputation in navigation. What I would just say from a focus perspective is that we have been very heads down on the fact that we're in a market that is growing, that has a hole in that market around, frankly, the high-tech high-touch side. So, one of the reasons that we decided to do Boston Children's and CDC was certainly it aligned so closely with our mission. But also from an economic perspective, that it helps us on the questions that you're asking. So, for that reason, we're trying to stay focused, but there is quite a bit of inbound to us, as you can imagine, for support around vaccines and otherwise, and we're evaluating those on a case-by-case basis.

[Charles Rhyee:]

Great. Thanks. Thanks a lot.

[Maeve O'Meara:]

Sure.

[Will Bondurant:]

Thanks Charles.

[Operator:]

And your next question comes from Steve Harper with Cantor Fitzgerald.

[Steve Harper:]

Hi. One housekeeping question, one bigger picture question. On the bigger picture, how could you -- how -- could you just sort of describe a little bit more the pipeline that you're dealing with in the payer market? And is there -- do you have a -- would you share with us how many payer contracts you would hope to sign-in in 2021?

[Maeve O'Meara:]

Sure. Well, happy to kind of talk broadly about the health plan initiative. And kind of, as I mentioned, taking a step back, we are really focused on growing into ways, expansion within our current customers. So, that's Anthem, Cigna, and Alabama and then specifically new plans. I talked to earlier about really, the set of opportunities in the pipeline today are in kind of the early to mid-stage conversation, some of those are progressing -- or approaching the later stage as we've defined it in the past. And as I said, we also expect them to move a little bit faster, given some of the validation that we're having. So, really, our focus has been on committing to growth and less about kind of a specific number and more about how do we grow this business segment because, frankly, we feel like we have enough traction that we're confident we can do that.

[Steve Harper:]

Okay. So, you would firmly expect new players to sign during the year. Is that fair?

[Maeve O'Meara:]

Yes, I do expect that.

[Steve Harper:]

And then the other last housekeeping question is, what are the -- what's the expectation for headcount during the course of the year?

[Will Bondurant:]

Yes, absolutely. We ended Q4 at 440, which was slightly up from the end of Q3 where we were 430. That was the essentially kind of go forward, Mark, following our cost structure changes. That Q4 headcount ticked up because we have a set of folks that support customers around January 1st, and so we expect it to be flat, maybe slightly decreased as we look forward. We don't expect to make meaningful increases in our headcount, certainly, just the targeted investments that I mentioned earlier, a couple more salespeople and alike.

[Steve Harper:]

Great. Thank you.

[Operator:]

Your next question comes from Richard Close with Canaccord Genuity.

[Richard Close:]

Yes. Thanks. Just a really quick one. So, on ARR decline sequentially, is there any way the sort of parse out like maybe how much was actually a customer decided not to move forward and then maybe lower pricing?

[Will Bondurant:]

If you think about kind of that sequential decline, Richard, the majority of it, I would say was related to customers that chose not to move forward or chose to not move forward with specific components of the -- their products suite that they had purchased. The minority -- there was a certainly an element of lower pricing, especially as given COVID, we took long-term agreements with lower price rather than termination. But I would call that the kind of the smaller portion rather than just the customers that didn't move forward.

[Richard Close:]

Okay. Thank you

[Operator:]

And there are no further questions at this time. I'll now turn the conference over to Maeve for closing remarks.

[Maeve O'Meara:]

Thank you all for joining us today. We're energized as we enter 2021 and are looking forward to seeing many of you virtually in early March. Thanks for your time.

[Operator:]

This does conclude today's conference call. You may now disconnect.