0001564590-22-008597 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 31,001	$ 90,706
Marketable securities	37,049	95,085
Accounts receivable, net	16,491	22,240
Contract, prepaid and other current assets	27,615	21,354
Total current assets	112,156	229,385
Property and equipment, net	27,202	29,701
Financing lease right-of-use assets	56,474	68,670
Operating lease right-of-use assets	774	1,107
Intangible assets, net	21,134	10,393
Goodwill	34,237	12,857
Deferred contract costs and other non-current assets	8,864	10,259
Total assets	260,841	362,372
Current liabilities:
Accounts payable	10,565	2,160
Accrued expenses	9,451	6,262
Accrued compensation and benefits	16,411	19,129
Deferred revenue, current portion	27,756	27,782
Lease liabilities and financing obligations, current portion	7,378	5,959
Contingent consideration	675	0
Total current liabilities	72,236	61,292
Deferred revenue, net of current portion	2,377	4,422
Convertible senior notes	107,281	184,308
Lease liabilities and financing obligations, net of current portion	75,758	79,282
Other non-current liabilities	313	2,470
Total liabilities	257,965	331,774
Commitments and contingencies	0	0
Redeemable preferred stock:
Series A preferred stock, par value $0.001, 5,000,000 shares authorized, 1,777,778 and 1,777,778 shares issued and outstanding at December 31, 2021 and 2020, respectively, liquidation preference $45 per share as of December 31, 2021 and 2020, respectively	79,193	79,193
Stockholders' deficit:
Common stock, par value $0.001, 95,000,000 and 50,000,000 shares authorized, 33,460,545 and 32,327,439 shares issued and outstanding at December 31, 2021 and 2020, respectively	33	32
Additional paid-in capital	431,874	427,431
Accumulated deficit	(508,224)	(476,058)
Total stockholders' deficit	(76,317)	(48,595)
Total liabilities, redeemable preferred stock and stockholders' deficit	$ 260,841	$ 362,372

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1,777,778	1,777,778
Preferred stock, shares outstanding	1,777,778	1,777,778
Liquidation preference per share	$ 45	$ 45
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	95,000,000	50,000,000
Common stock, shares issued	33,460,545	32,327,439
Common stock, shares outstanding	33,460,545	32,327,439

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 263,097	$ 268,141	$ 295,686
Cost of revenue	122,713	129,388	144,090
Gross profit	140,384	138,753	151,596
Operating expenses:
Sales and marketing	46,385	52,210	76,049
Research and development	44,696	46,175	54,724
General and administrative	50,886	37,720	45,329
Restructuring costs	4,127	5,616	0
Total operating expenses	146,094	141,721	176,102
Loss from operations	(5,710)	(2,968)	(24,506)
Other income (expense):
Interest income	196	632	2,613
Interest expense	(20,754)	(23,071)	(23,524)
(Loss) gain on repurchase of convertible senior notes	(7,520)	1,138	0
Other expense	(1,338)	(6)	(71)
Total other expense, net	(29,416)	(21,307)	(20,982)
Loss before income taxes	(35,126)	(24,275)	(45,488)
Income tax (benefit) expense	(2,960)	22	27
Net loss	(32,166)	(24,297)	(45,515)
Preferred dividends	6,400	3,662	0
Net loss available to common stockholders	(38,566)	(27,959)	(45,515)
Comprehensive loss	$ (32,166)	$ (24,297)	$ (45,515)
Net loss per common share:
Basic and diluted	$ (1.17)	$ (0.87)	$ (1.40)
Weighted-average common shares outstanding:
Basic and diluted	33,092,896	32,318,201	32,539,748

Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock, $0.001 Par Value	Common Stock, $0.001 Par Value Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment
Balance at Dec. 31, 2018	$ (10,210)		$ 32		$ 403,631		$ (413,873)
Balance (in shares) at Dec. 31, 2018			32,017,773
Cumulative effect adjustment from adoption of accounting standard (Accounting Standards Update 2019-12 [Member]) at Dec. 31, 2018		$ 7,686		$ 0		$ 0		$ 7,686
Cumulative effect adjustment from adoption of accounting standard (Accounting Standards Update 2019-12 [Member]) at Dec. 31, 2019		$ (59)		$ 0		$ 0		$ (59)
Exercise of stock options	134		$ 0		134		0
Exercise of stock options (in shares)			24,800
Issuance of common stock upon vesting of restricted stock units	0		$ 1		(1)		0
Issuance of common stock upon vesting of restricted stock units (in shares)			732,738
Issuance of common stock under Employee Stock Purchase Plan, or ESPP	319		$ 0		319		0
Issuance of common stock under Employee Stock Purchase Plan, or ESPP (in shares)			13,669
Stock-based compensation expense	21,942		$ 0		21,942		0
Net loss	(45,515)		0		0		(45,515)
Balance at Dec. 31, 2019	(25,644)		$ 33		426,025		(451,702)
Balance (in shares) at Dec. 31, 2019			32,788,980
Exercise of stock options	433		$ 0		433		0
Exercise of stock options (in shares)			62,519
Issuance of common stock upon vesting of restricted stock units	(1)		$ 0		(1)		0
Issuance of common stock upon vesting of restricted stock units (in shares)			572,630
Issuance of common stock under Employee Stock Purchase Plan, or ESPP	151		$ 0		151		0
Issuance of common stock under Employee Stock Purchase Plan, or ESPP (in shares)			13,134
Cancellation of convertible senior note capped call hedge	26		$ 0		26		0
Cancellation of convertible senior note capped call hedge (in shares)			(3,651)
Equity component of repurchased convertible senior notes	412		$ 0		412		0
Equity component of convertible notes	(412)		0		(412)		0
Stock-based compensation expense	14,537		0		14,537		0
Common stock repurchased	(9,667)		$ (1)		(9,666)		0
Common stock repurchased (in shares)			(1,106,173)
Preferred dividends	(3,662)		$ 0		(3,662)		0
Net loss	(24,297)		0		0		(24,297)
Balance at Dec. 31, 2020	$ (48,595)		$ 32		427,431		(476,058)
Balance (in shares) at Dec. 31, 2020	32,327,439		32,327,439
Exercise of stock options	$ 257		$ 0		257		0
Exercise of stock options (in shares)	24,250		24,250
Issuance of common stock upon vesting of restricted stock units	$ 0		$ 1		(1)		0
Issuance of common stock upon vesting of restricted stock units (in shares)			1,095,740
Issuance of common stock under Employee Stock Purchase Plan, or ESPP	150		$ 0		150		0
Issuance of common stock under Employee Stock Purchase Plan, or ESPP (in shares)			13,116
Cancellation of convertible senior note capped call hedge	98		$ 0		98		0
Cancellation of convertible senior note capped call hedge (in shares)			0
Equity component of repurchased convertible senior notes	3,566		$ 0		3,566		0
Equity component of convertible notes	(3,566)		0		(3,566)		0
Stock-based compensation expense	13,905		0		13,905		0
Preferred dividends	(6,400)		0		(6,400)		0
Net loss	(32,166)		0		0		(32,166)
Balance at Dec. 31, 2021	$ (76,317)		$ 33		$ 431,874		$ (508,224)
Balance (in shares) at Dec. 31, 2021	33,460,545		33,460,545

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (32,166)	$ (24,297)	$ (45,515)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization	25,581	25,014	22,351
Stock-based compensation expense	13,905	14,537	19,572
Deferred income tax benefit	(3,067)	0	0
Accretion of interest on convertible senior notes	10,234	11,656	11,256
Interest accrual on finance lease liabilities	3,292	97	33
Rent expense less than payments	(63)	(32)	(16)
Non-cash accretion income from investments	930	143	0
Impairment or loss on disposal of right-of-use assets and property and equipment	4,171	918	9
Loss (gain) on extinguishment of debt	7,520	(1,138)	0
Provision for doubtful accounts	0	43	111
Changes in operating assets and liabilities:
Accounts receivable, net	8,615	11,412	(11,875)
Accrued interest on investments	59	(102)	0
Contract, prepaid and other current assets	(5,106)	169	(3,642)
Deferred costs and other non-current assets	1,466	743	2,893
Accounts payable and accrued expenses	11,226	(11,468)	426
Accrued compensation and benefits	(2,788)	3,884	161
Deferred revenue	(7,920)	(6,304)	(14,047)
Other non-current liabilities	(2,387)	2,376	(92)
Net cash and cash equivalents provided by (used in) operating activities	33,502	27,651	(18,375)
Cash flows from investing activities
Purchases of investments held-to-maturity	(91,361)	(104,125)	0
Maturities of investments held-to-maturity	103,410	9,000	0
Sales of investments held-to-maturity	44,997	0	0
Business combination, net of cash acquired	(28,175)	0	(20,914)
Purchases of property and equipment	(11,776)	(13,085)	(13,248)
Net cash and cash equivalents provided by (used in) investing activities	17,095	(108,210)	(34,162)
Cash flows from financing activities
Draws on revolving line of credit	0	10,000	0
Payments on revolving line of credit	0	(10,000)	0
Repurchase of convertible senior notes	(98,678)	(14,619)	0
Payments of debt issuance costs	0	(154)	(357)
Cancellation of convertible senior notes capped call hedge	98	26	0
Proceeds from issuance of preferred stock, net of issuance costs	0	79,192	0
Payment of preferred dividends	(6,400)	(3,662)	0
Repurchase of common stock	0	(9,667)	0
Proceeds from exercises of stock options and ESPP	407	585	453
Payments on financing obligations	(604)	(1,212)	(1,627)
Payments of principal on finance lease liabilities	(5,125)	(10,200)	(5,884)
Net cash and cash equivalents (used in) provided by financing activities	(110,302)	40,289	(7,415)
Net decrease in cash and cash equivalents	(59,705)	(40,270)	(59,952)
Cash and cash equivalents, beginning of year	90,706	130,976	190,928
Cash and cash equivalents, end of year	31,001	90,706	130,976
Supplemental disclosure of non-cash investing and financing activities
Property and equipment purchases in accounts payable and accrued expenses	63	142	154
Post contract support purchased with financing obligations	0	0	1,287
Supplemental disclosure of cash flow information
Income taxes paid	62	22	28
Interest paid	$ 10,580	$ 11,408	$ 12,374

Organization and Description of Business

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Description of Business

1. Organization and Description of Business

Benefitfocus, Inc. (the “Company”) provides a leading cloud-based benefits management platform for consumers, employers, health plans (also known as insurance carriers) and brokers that is designed to simplify how organizations and individuals transact benefits. The financial statements of the Company include the financial position and operations of its wholly owned subsidiaries, Benefitfocus.com, Inc., BenefitStore, Inc. and Tango Health, Inc.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company is not the primary beneficiary of, nor does it have a controlling financial interest in, any variable interest entity. Accordingly, the Company has not consolidated any variable interest entity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Such estimates include allowances for credit losses and returns, valuations of deferred income taxes, long-lived assets, capitalizable software development costs and the related amortization, contingent considerations, incremental borrowing rate used in lease accounting, the determination of the useful lives of assets, and the impairment assessment of acquired intangibles and goodwill. Additionally, as described in revenue and deferred revenue below, estimates are utilized in association with revenue recognition, in particular the estimation of variable consideration using the expected value method from insurance broker commissions reported in Platform revenue. Determination of these transactions and account balances are based on, among other things, the Company’s estimates and judgments. These estimates are based on the Company’s knowledge of current events and actions it may undertake in the future as well as on various other assumptions that it believes to be reasonable. Actual results could differ materially from these estimates.

Restructuring Costs

Restructuring costs are comprised of one-time severance charges, continuation of health benefits and outplacement services and are presented separately in operating expenses in the consolidated statements of operations and comprehensive loss. During January 2021, the Company recorded restructuring costs of $1,400 from a reduction to its workforce. In June 2021, the Company recorded restructuring costs of $2,727 from the elimination of the office of the executive chairman of the board of directors.

On April 28, 2020, the Company announced a restructuring plan to contain costs and further strengthen its liquidity profile in response to the impact of the COVID-19 pandemic. This plan resulted in a reduction in the Company’s U.S. workforce of approximately 17%. The Company recorded restructuring costs of $5,616 in the second quarter of 2020 from one-time severance charges, continuation of health benefits and outplacement services. The plan was implemented and completed in the second quarter of 2020.

Revenue and Deferred Revenue

The Company derives its revenue primarily from fees for subscription services and professional services sold to employers and health plans as well as platform revenue derived from the value of products sold on its platform. Revenue is recognized when control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Taxes collected from customers relating to services and remitted to governmental authorities are excluded from revenue.

The Company determines revenue recognition through the following steps:

•

Identification of each contract with a customer;

•

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, performance obligations are satisfied.

Software Services Revenue

Software services revenue consists of subscription revenue and platform revenue.

Subscription Revenue

Subscription revenue primarily consists of monthly or annual subscription fees paid to the Company by its employer and health plan customers for access to, and usage of, cloud-based benefits software solutions for a specified contract term. Fees are generally charged based on the number of employees or subscribers with access to the solution.

Subscription services revenue is generally recognized on a ratable basis over the contract term beginning on the date the subscription services are made available to the customer. The Company’s subscription service contracts are generally three years.

Subscription revenue also includes fees paid for other services, such as event sponsorships and certain data services.

Platform Revenue

Platform revenue is generated from the value of policies or products enrolled in through the Company’s marketplace. Platform revenue from insurance carriers is generally recognized over the policy period of the enrolled products. In arrangements where the Company sells policies to employees of its customers as the broker, it earns broker commissions. Revenue from insurance broker commissions and supplier transactions is recognized at a point in time when the orders for the policies are received and transferred to the insurance carrier or supplier and is reduced by constraints for variable consideration associated with collectability, policy cancellation and termination risks.

Professional Services Revenue

Professional services revenue primarily consists of fees related to the implementation of software products purchased by customers. Professional services typically include discovery, configuration and deployment, integration, testing, and training. Fees from consulting services and support services are also included in professional services revenue.

The Company determined that implementation services for certain of its health plan customers significantly modify or customize the software solution and, as such, do not represent a distinct performance obligation. Accordingly, revenue from such implementation services with these health plan customers are generally recognized over the contract term of the associated subscription services contract, including any extension periods representing a material right. In certain arrangements, the Company utilizes estimates of hours as a measure of progress to determine revenue.

Revenue from implementation services with employer customers is recognized as those services are performed.

Revenue from support is recognized ratably over the service period.

Contracts with Multiple Performance Obligations

Certain of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are accounted for separately if they are distinct. The Company allocates the transaction price to the separate performance obligations based on their relative standalone selling prices. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the subscription services sold, customer size and complexity, and the number and types of users under the contracts.

Contract Costs

The Company capitalizes costs to obtain contracts that are considered incremental and recoverable, such as sales commissions. Payments of sales commissions generally include multiple payments. The Company capitalizes only those payments made within an insignificant time from the contract inception, typically three months or less. Subsequent payments are expensed as incurred. The capitalized costs are amortized to sales and marketing expense over the estimated period of benefit of the asset, which is generally four to five years. The Company expenses the costs to obtain a contract when the amortization period is less than one year. Deferred costs related to obtaining contracts are included in deferred contract costs and other non-current assets.

The Company capitalizes contract fulfillment costs directly associated with customer contracts that are not related to satisfying performance obligations. The costs are amortized to cost of revenue expense over the estimated period of benefit, which is generally five years. Deferred fulfillment costs are included in deferred contract costs and other non-current assets.

The following tables present information about deferred contract costs:

	As of December 31,
Balance of deferred contract costs	2021		2020
Costs to obtain contracts	$	4,418	$	5,624
Costs to fulfill contracts	$	2,887	$	3,639

	Year ended December 31,
Amortization of deferred contract costs	2021		2020		2019
Costs to obtain contracts included in sales and marketing expense	$	2,971	$	3,275	$	3,662
Costs to fulfill contracts included in cost of revenue expense	$	1,298	$	1,285	$	2,790

Cost of Revenue

Cost of revenue primarily consists of employee compensation, professional services, data center co-location costs, networking expenses, depreciation expense for computer equipment directly associated with generating revenue, amortization expense for capitalized software development costs, and infrastructure maintenance costs. In addition, the Company allocates a portion of overhead, such as facilities and security costs, additional depreciation and amortization expense, and employee benefit costs to cost of revenue based on headcount.

Cash and Cash Equivalents

Cash and cash equivalents consist of bank checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Marketable Securities

Marketable securities consist of short-term investments in corporate bonds, commercial paper, and U.S. Treasury and agency bonds. During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent to sell the securities. The Company’s available-for-sale marketable securities are recorded at fair value which approximates cost due to the short duration of such securities. Prior to reclassification, the Company’s held-to-maturity marketable securities were recorded at amortized cost and any gains or losses realized upon maturity were reported in other expense, net in the consolidated statements of operations and comprehensive loss.

Debt securities classified as either available-for-sale or held-to-maturity are subject to the expected credit loss model prescribed under ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments”. The Company utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for debt securities at the time the financial asset is originated or acquired. The Company measures expected credit losses on its debt portfolio on a collective basis by major security type. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company’s credit loss calculations for debt securities are based upon historical default and recovery rates of bonds rated with the same rating as its portfolio. An adjustment factor is applied to these credit loss calculations based upon the Company’s assessment of the expected impact from current economic conditions on its investments. The Company monitors the credit quality of debt securities through the use of their respective credit rating and updates them on a quarterly basis. The allowance for credit losses is discussed in Note 6.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The bank deposits of the Company might, at times, exceed federally insured limits and are generally uninsured and uncollateralized. The Company has not experienced any losses on cash and cash equivalents to date.

To manage credit risk related to marketable securities, the Company invests in various types of highly rated corporate bonds, commercial paper, and various U.S. backed securities with maturities of less than two years. In December 2021, the Company updated its investment policy to limit it to money market funds and securities issued by the U.S. Treasury or U.S. government agencies.

To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts. Accounts receivable are unsecured and derived from revenue earned from customers located in the United States. No customer exceeded 10% of total revenue for the years ended December 31, 2021, 2020 and 2019. No customer exceeded 10% of accounts receivable as of December 31, 2021 and 2020.

Allowance for Credit Losses

The company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7.

Property and Equipment and Capitalized Software Development Costs

Property and equipment, including capitalized software development costs, are stated at cost less accumulated depreciation and amortization. Expenditures for major additions and improvements are capitalized. Depreciation and amortization are recognized over the estimated useful lives of the related assets using the straight-line method.

The estimated useful lives for significant property and equipment categories are generally as follows:

Developed software		3 years
Computers and related equipment		3-5 years
Purchased software and licenses		1-7 years
Leasehold improvements		Lesser of estimated useful life of asset or lease term
Furniture and fixtures		7 years
Other equipment		5-12 years

Useful lives of significant assets are periodically reviewed and adjusted prospectively to reflect the Company’s current estimates of the respective assets’ expected utility. Costs associated with maintenance and repairs are expensed as incurred.

The Company capitalizes certain costs related to its software developed or obtained for internal use. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred during the application development stage, including upgrades and enhancements representing modifications that will result in significant additional functionality, are capitalized. Software maintenance and training costs are expensed as incurred. Capitalized costs are recorded as part of property and equipment and are amortized on a straight-line basis to cost of revenue over the software’s estimated useful life, which is three years. The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Identifiable Intangible Assets

Identifiable intangible assets with finite lives are recorded at their fair values at the date of acquisition and are amortized on a straight-line basis over their respective estimated useful lives, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Impairment of Long-Lived Assets

The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset might not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated. If such assets are not recoverable, the impairment to be recognized, if any, is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value (discounted cash flow) of the assets or asset group. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2021 and 2020, management believes that the carrying amount of all long-lived assets are recoverable and has not identified any assets as being for sale.

Goodwill

Goodwill represents the excess of the aggregate of the fair value of consideration transferred in a business combination over the fair value of assets acquired, net of liabilities assumed. The Company recorded goodwill in connection with its business combinations. Goodwill is not amortized, but is subject to an annual impairment test, as described below.

The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value before testing goodwill for impairment for each reporting unit. The reporting units are determined by the components of the Company’s operating segments that constitute a business for which both (1) discrete financial information is available and (2) segment management regularly reviews the operating results of that component. If it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs the impairment test by applying a fair-value-based test. The Company compares the fair value of a reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded equal to the difference.

The Company has one reporting unit. To determine the fair value of the Company’s reporting unit, the Company has used its market capitalization. The Company may also determine fair value using discounted cash flow analysis, which requires significant assumptions and estimates about future operations. Significant judgments inherent in this analysis include the determination of an appropriate discount rate, estimated terminal value and the amount and timing of expected future cash flows.

The Company performs its annual goodwill impairment analysis as of October 31 of each year, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Debt Issuance Costs

Debt issuance costs related to the convertible senior note financing have been recorded as a reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method.

Debt issuance costs related to the revolving line of credit have been recorded in other non-current assets and are amortized to interest expense over the remaining life of the agreement.

Leases

The Company periodically enters into finance leases for property and equipment. The leasing arrangements for the Company’s office space at its headquarters campus are classified as finance leases. The Company also leases office space under operating leases.

The Company determines if an arrangement is a lease at inception. Right of use (“ROU”), assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent an obligation to make lease payments arising from the lease. Leases with a term of 12 months or less are not included in the recognized ROU assets and lease liabilities for all classes of assets.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on information available at commencement date to determine the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives, or initial direct costs. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense. The Company has lease agreements which require payments for lease and non-lease components (e.g. common area maintenance and equipment maintenance) that are accounted for as a single lease component. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as maintenance costs based on future obligations, are not included in the ROU assets or liabilities. These amounts are expensed as incurred and recorded as variable lease expense.

Financing Obligations

Financing obligations include liabilities for the purchase of software licenses and support.

Advertising

The Company expenses advertising costs as they are incurred. Direct advertising costs for the years ended December 31, 2021, 2020 and 2019 were $329, $308 and $332, respectively.

Comprehensive Loss

The Company’s net loss equals comprehensive loss for all periods presented.

Stock-Based Compensation

The Company accounts for stock-based compensation awards, which include stock options and restricted stock units (“RSUs”), based on the fair value of the award as of the grant date. The Company recognizes stock-based compensation expense over the period during which the award holder is required to perform services in exchange for the award, which is the vesting period. Compensation expense related to RSUs and stock options is recognized over the vesting period of the applicable award using the straight-line method. Compensation expense related to performance-based restricted stock units, which are accounted for as equity awards, is recognized on an accelerated attribution basis (graded vesting) when it is probable that the performance measure will be met.

Compensation costs related to RSUs is based on the market price on the grant date. The Company uses the Black-Scholes option pricing model for estimating the fair value of stock options. The use of the option valuation model requires the input of subjective assumptions, including the expected life of the option and the expected stock price volatility. The Company recognizes the effect of forfeitures as they occur. The recognition of stock-based compensation expense associated with performance-based restricted stock units requires the estimation of the probability of achieving performance measures.

Income Taxes

The Company uses the asset and liability method for income tax accounting. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are recorded to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The tax benefits of uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized income tax benefits in income tax expense. Income tax effects related

to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. Additionally, income tax-related cash flows resulting from share-based payments are reported as operating activities in the statement of cash flows.

Basic and Diluted Net Loss per Common Share

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options, outstanding warrants, common stock related to unvested restricted stock units and convertible senior notes to the extent dilutive, common stock related to the conversion of preferred stock to the extent dilutive, and common stock issuable pursuant to the Benefitfocus, Inc. 2016 Employee Stock Purchase Plan (“ESPP”). Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Recently Adopted Accounting Standards

Business Combinations

The Company adopted Accounting Standards Update (“ASU”) No. 2021-08. “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” in the interim period ended December 31, 2021, which required retrospective application to the beginning of the fiscal year. The Company applied the provisions of the ASU to its accounting for the acquisition of Tango Health, Inc. in November 2021, the only business combination it completed during 2021. The ASU requires acquirers to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts.

Income Taxes

On January 1, 2021, the Company adopted ASU No. 2019-12. “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The purpose of this ASU is to simplify various aspects related to accounting for income taxes, eliminate certain exceptions to the general principles in ASC Topic 740 related to intra-period tax allocation, simplify when companies recognize deferred taxes in an interim period, and clarify certain aspects of the current guidance to promote consistent application. ASU No. 2019-12 had no impact on the Company’s consolidated financial statements.

Financial instruments

On January 1, 2020, the Company adopted ASU No. 2016-13. The purpose of this ASU is to require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. On adoption, the Company recorded an immaterial cumulative-effect adjustment to retained earnings in connection with expected credit losses on its trade receivables.

Fair Value Measurement

On January 1, 2020, the Company adopted ASU No. 2018-13, “Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement”. The ASU modifies the disclosure requirements required for fair value measurements. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU No. 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)”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. It will be effective for the Company beginning January 1, 2022. This ASU permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact of the adoption of ASU 2020-06 on its consolidated financial statements but anticipates that it will result in a reduction in non-cash interest expense related to its convertible senior notes.

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

3. Business Combination

On November 19, 2021, the Company purchased 100% of the outstanding stock of Tango Health, Inc., for a total consideration of $28,471. This acquisition added technology to strengthen the Company’s platform, expand its customer reach, and enhance the value the Company delivers to its Patient Protection and Affordable Care Act (“ACA”) compliance customers.

As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of acquisition accounting will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The preliminary acquisition accounting will be finalized within one year from the date of acquisition. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair and recorded values of assets acquired and liabilities assumed.

The following table summarizes the preliminary fair value of the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

Consideration Transferred
Cash consideration transferred	$	31,628
Contingently returnable consideration		(879	)
Consideration payable		500
Contingent consideration		675
Fair value of total purchase price consideration		31,924
Cash acquired		(3,453	)
Fair value of total purchase price consideration, net of cash acquired	$	28,471

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable, net	$	2,866
Contract, prepaid and other current assets		453
Intangible assets		13,250
Accounts payable and accrued expenses		(435	)
Deferred revenue, current portion		(5,849	)
Deferred tax liability		(3,194	)
Total identifiable net assets		7,091
Goodwill		21,380
Total identifiable net assets and goodwill	$	28,471

The goodwill of $21,380 arising from the acquisition relates to the growth of the business through future adaptations of the technology and the growth of the business through new customers. The goodwill recognized from this stock acquisition is not deductible for income tax purposes.

The identifiable intangible assets acquired have a weighted average amortization period of 6.9 years and include developed technology, customer relationships, and trade name. The Company did not acquire any contingent liabilities as part of the transaction.

The consideration transferred to complete the acquisition includes contingently returnable assets of $879 and contingent consideration of $675 that is measured at fair value. The Company uses a probability weighted value analysis as a valuation technique to estimate future cash flow and subsequently converted those cash flows to a single present value amount. The significant unobservable input used in the fair value of the contingently returnable asset consisted of a certain renewal of a customer relationship to be completed by June 30, 2022. The range of outcomes is materially consistent with the value recorded. The significant unobservable input used in the fair value of the contingent consideration is the attainment of certain sales criteria and the probability outcome assigned to those criteria by January 31, 2022. Significant increases or decreases to either of these inputs would result in a higher or lower asset or liability capped by reasonable assumptions around the assumptions within a relatively short period of time. As of December 31, 2021, none of the contingent consideration amounts had been paid to the sellers, nor had any contingently returnable amounts been released from escrow.

Contract assets and deferred revenue balances were recorded at the book amounts acquired as the contract terms and performance obligations were consistent with the Company's application of the provisions of ASC Topic 606, Revenue from Contracts with Customers. All other assets acquired and liabilities assumed were recorded at preliminary fair and recorded values. The fair value of the assets and liabilities assumed is provisional pending finalization of the Company’s review of supporting records for these assets and liabilities.

The Company incurred $493 in costs related to the acquisition, all of which were recognized in general and administrative expense during the year ended December 31, 2021.

Revenue recognized by the Company related to the operations of and identifiable expenses associated with the acquired business were immaterial for the year ended December 31, 2021.

Supplemental pro forma revenue and earnings information are not presented because the Company determined they were immaterial to the consolidated financial statements. The Company estimates that the difference between pro forma information compared to reported results would not be significant.

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Common Share

4. Net Loss Per Common Share

Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss.

The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

	Year Ended December 31,
Anti-Dilutive Common Share Equivalents	2021		2020		2019
Restricted stock units		3,319,578		2,590,877		1,970,555
Stock options		96,553		121,928		206,447
Convertible senior notes		2,277,017		4,161,182		4,513,824
Conversion of preferred stock		5,333,334		5,333,334		-
Total anti-dilutive common share equivalents		11,026,482		12,207,321		6,690,826

Basic and diluted net loss per common share is calculated as follows:

	Year Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(32,166	)	$	(24,297	)	$	(45,515	)
Preferred dividends		(6,400	)		(3,662	)		-
Net loss available to common stockholders	$	(38,566	)	$	(27,959	)	$	(45,515	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		33,092,896			32,318,201			32,539,748
Net loss per common share, basic and diluted	$	(1.17	)	$	(0.87	)	$	(1.40	)

Fair Value Measurement

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

5. Fair Value Measurement

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and other accrued liabilities, and accrued compensation and benefits, approximate fair value due to their short-term nature. The carrying value of the Company’s financing obligations approximates fair value, considering the borrowing rates currently available to the Company with similar terms and credit risks.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2. Other inputs that are directly or indirectly observable in the marketplace.

Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories:

	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market mutual funds ⁽¹⁾	$	24,150	$	-	$	-	$	24,150
Available-for-sale securities ⁽²⁾		-		37,049		-		37,049
Contingently returnable consideration ⁽³⁾		-		-		879		879
Total assets	$	24,150	$	37,049	$	879	$	62,078
Liabilities:
Contingent consideration ⁽³⁾	$	-	$	-	$	675	$	675
Total liabilities	$	-	$	-	$	675	$	675

	December 31, 2020
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market mutual funds ⁽¹⁾	$	87,224	$	-	$	-	$	87,224
Total assets	$	87,224	$	-	$	-	$	87,224

(1)

Money market mutual funds are classified as cash equivalents in the Company’s consolidated balance sheets, as short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase. The Company’s cash equivalent money market funds have carrying values that approximate fair value.

(2)	During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent for future use of those securities. Amortized cost of these securities approximates their fair value.

(3)

During the year ended December 31, 2021, the Company recorded contingently returnable consideration and contingent consideration as a result of its acquisition of Tango Health, Inc., as described in Note 3. The Company measures the contingently returnable asset and contingent consideration at fair value using significantly unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to estimate future cash flow and subsequently converted those cash flow to a single present value amount. The significant unobservable input used in the fair value of contingently returnable asset consisted of a certain renewal of an agreement to be completed by June 30, 2022. The significant unobservable input used in the fair value of contingent consideration is the attainment of certain sales criteria and the probability outcome assigned to those criteria by January 31, 2022. Significant increases or decreases to either of these inputs would result in a significantly higher or lower asset or liability capped by reasonable assumption criteria within a relatively short period of time, which allowed for specific assumptions, to be applied.

- 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

Marketable Securities

12 Months Ended

Dec. 31, 2021

Marketable Securities [Abstract]

Marketable Securities

6. Marketable Securities

Marketable securities consist of corporate bonds, commercial paper and U.S. Treasury and agency bonds. During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent to sell the securities. All marketable securities have contractual maturities of less than one year as of December 31, 2021 and 2020. The following tables present information about the Company’s marketable securities by major security type:

Available-for-Sale Securities

	As of December 31, 2021
Sector:	Amortized cost		Allowance for credit losses		Net carrying amount		Gross unrealized gains		Gross unrealized losses		Fair value
Financial	$	37,049	$	-	$	37,049	$	-	$	-	$	37,049
Total	$	37,049	$	-	$	37,049	$	-	$	-	$	37,049

Held-to-Maturity Securities

	As of December 31, 2020
Sector:	Amortized cost		Allowance for credit losses		Net carrying amount		Gross unrealized gains		Gross unrealized losses			Fair value
Industrial	$	8,993	$	-	$	8,993	$	-	$	-		$	8,993
Financial		55,943		-		55,943		-		(5	)		55,938
Government		30,149		-		30,149		6		-			30,155
Total	$	95,085	$	-	$	95,085	$	6	$	(5	)	$	95,086

The fair value of marketable securities in the Government major security type is classified as a Level 1 in the Company’s fair value hierarchy described in Note 5. The fair values of the remaining major security types are classified as Level 2.

During the year ended December 31, 2021, the Company sold investments from its held-to-maturity portfolio to take advantage of opportunities to retire a portion of its convertible senior notes and to acquire Tango Health, Inc. as follows:

	As of December 31, 2021
Sector:	Net Carrying Amount of Sold Securities		Sale Proceeds		Gross Realized Gains Included in Earnings		Gross Realized Losses Included in Earnings
Industrial	$	6,319	$	6,312	$	-	$	(7	)
Financial		29,647		29,635		3		(15	)
Government		9,056		9,050		-		(6	)
Total	$	45,022	$	44,997	$	3	$	(28	)

The Company invests in highly rated securities with maturities of two years or less at the time of purchase. Given the credit quality of the financial assets and the historical loss experience associated with their respective credit ratings as well as the duration of these financial assets and the short time horizon over which to consider expectations of future economic conditions, the Company has assessed that non-collection of the cost basis of these financial assets is remote.

Subsequent to year end, all of the Company’s marketable securities have been converted to cash equivalents.

Accounts receivable, Net

12 Months Ended

Dec. 31, 2021

Accounts Receivable Net [Abstract]

Accounts Receivable, Net

7. Accounts Receivable, net

Accounts receivable, net include:

	As of December 31,
Accounts receivable, net	2021			2020
Accounts receivable	$	18,970		$	26,791
Less: Allowance for credit losses		(167	)		(200	)
Less: Allowance for returns		(2,312	)		(4,351	)
Total accounts receivable, net	$	16,491		$	22,240

Accounts receivable are stated at their amortized cost adjusted for any write-offs and allowances for returns. The Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. Expected credit losses are determined individually or collectively depending on whether the accounts receivable balances share similar risk characteristics. The allowance for credit losses is the best estimate of the amount of expected credit losses related to existing accounts receivable. The Company does not have any off-balance sheet credit exposure related to its customers.

In November 2021, the Company acquired Tango Health, Inc., as described in Note 3. After assessing historical credit losses, the Company determined the impact of the acquisition on the provision for credit losses to be minimal.

	Year ended December 31,
Allowance for credit losses	2021			2020			2019
Beginning of period	$	200		$	155		$	392
Provision for credit losses		34			212			111
Write-offs and recoveries		(67	)		(167	)		(348	)
End of period	$	167		$	200		$	155

The allowances for returns are accounted for as reductions of revenue and are estimated based on the Company’s periodic assessment of historical experience and trends. The Company considers factors such as historical reasons for adjustments, service and delivery issues or delays, and past due customer billings.

	Year ended December 31,
Allowance for returns	2021			2020			2019
Beginning of period	$	4,351		$	2,760		$	3,192
Charged against revenue		756			7,851			3,761
Deductions		(2,795	)		(6,260	)		(4,193	)
End of period	$	2,312		$	4,351		$	2,760

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment

8. Property and Equipment

Property and equipment consists of the following as of December 31:

Property and equipment	2021			2020
Developed software	$	64,767		$	57,300
Computers and related equipment		36,133			33,872
Purchased software and licenses		31,057			31,362
Leasehold improvements		7,026			7,591
Furniture and fixtures		6,501			7,015
Other equipment		1,601			2,339
Total property and equipment, at cost		147,085			139,479
Accumulated depreciation and amortization		(119,883	)		(109,778	)
Property and equipment, net	$	27,202		$	29,701

The following table presents depreciation and amortization expense for the year ended December 31:

Depreciation and amortization expense		2021				2020				2019
Depreciation and amortization expense related to property and equipment		$	14,418			$	13,516			$	11,819

The following table presents depreciation and amortization expense reported in the statement of operations for the year ended December 31:

Depreciation and amortization expense	2021		2020		2019
Cost of revenue	$	18,384	$	17,469	$	14,986
Sales and marketing		1,255		1,479		1,625
Research and development		2,604		2,848		2,963
General and administrative		829		944		844
Total depreciation and amortization expense	$	23,072	$	22,740	$	20,418

The following tables present supplementary information about capitalized software development costs:

	Year ended December 31,
Capitalized software development costs	2021		2020		2019
Capitalized	$	7,467	$	11,558	$	9,784
Amortization expense	$	9,117	$	7,455	$	5,130
Impairment	$	-	$	620	$	-

	As of December 31,
Capitalized software development costs	2021		2020
Net book value	$	16,292	$	17,942

During the year ended December 31, 2020, the Company recognized an impairment loss related to certain software development projects that were discontinued. Accordingly, the Company recorded impairment expense $620 in cost of revenue in its consolidated statements of operations.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

9. Goodwill and Intangible Assets

The following tables present the changes in goodwill and the gross carrying amounts of the components of goodwill as of December 31:

Changes in goodwill	2021		2020
Goodwill on January 1	$	12,857	$	12,857
Additions from business combination		21,380		-
Impairment		-		-
Goodwill on December 31	$	34,237	$	12,857

Gross carrying amounts	2021			2020
Goodwill	$	35,907		$	14,527
Accumulated impairment loss		(1,670	)		(1,670	)

Information regarding the Company’s acquisition-related intangible assets is as follows:

	As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Trademarks	$	1,190	$	(505	)	$	685		3.1
Developed technology		12,500		(3,829	)		8,671		5.1
Customer agreements		16,460		(4,682	)		11,778		6.0
Non-compete agreements		126		(126	)		-		-
Total	$	30,276	$	(9,142	)	$	21,134		5.6



	As of December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Trademarks	$	840	$	(399	)	$	441		5.2
Developed technology		7,900		(2,436	)		5,464		4.2
Customer agreements		8,160		(3,672	)		4,488		5.2
Non-compete agreements		126		(126	)		-		-
Total	$	17,026	$	(6,633	)	$	10,393		4.8

As of December 31, 2021, expected amortization expense for the intangible assets for each of the next five years and thereafter was as follows:

	Amortization expense
Year Ending December 31,
2022	$	4,292
2023		4,271
2024		4,117
2025		2,998
2026		1,986
Thereafter		3,470
Total	$	21,134

Amortization and impairment of acquisition-related intangible assets is as follows:

	Year ended December 31,
Amortization of acquisition-related intangible assets	2021		2020		2019
Amortization expense	$	2,509	$	2,274	$	1,933
Impairment	$	-	$	-	$	-

Convertible Senior Notes

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Senior Notes

10. Convertible Senior Notes

In December 2018, the Company issued $240,000 aggregate principal amount of 1.25% convertible senior notes (“Notes”) due December 15, 2023, unless earlier repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2019.

The Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee. The Notes are unsecured and rank: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s unsecured indebtedness that is not subordinated; effectively junior in right of payment to any of the Company’s senior, secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

At issuance, the Notes had an initial conversion rate of 18.8076 shares of common stock per $1 principal amount of Notes, which represented an initial effective conversion price of approximately $53.17 per share of common stock and 4,513,824 shares issuable upon conversion. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of Notes.

Prior to the close of business on September 14, 2023, the Notes will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2023, 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 price at any time regardless of whether the conditions set forth below have been met.

Holders may convert all or a portion of their Notes prior to the close of business on September 14, 2023, in multiples of $1 principal amount, only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on March 31, 2019 (and only during such calendar quarter), if the last reported sales price of the 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, or the Notes measurement period, in which the “trading price” (as defined in the Indenture) per $1 principal amount of notes for each trading day of the Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•

if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2023; or

•

upon the occurrence of specified corporate events.

As of December 31, 2021, the Notes were not convertible.

Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied market interest rate of its Notes to be approximately 7.30%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $181,500 upon issuance, calculated as the present value of future contractual payments based on the $240,000 aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $58,500 difference between the gross proceeds received from issuance of the Notes of $240,000 and the estimated fair value of the liability component represents the equity component of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component,

totaling $4,808, are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $1,550, are included with the equity component in shareholders’ deficit.

During the year ended December 31, 2021, the Company repurchased Notes with an aggregate principal amount of $100,181 and carrying value of $87,592, including accrued interest. The Company paid $98,678 in cash of which $95,113, including broker fees, was allocated to the liability component of the Notes and $3,566 was allocated to the equity component and recorded as an adjustment to additional paid-in capital. The Company recognized a loss on the extinguishment of the liability in the amount of $7,520, including $501 of broker fees, that is presented separately in other income (expense) in the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2020, the Company repurchased Notes with an aggregate principal amount of $18,750 and carrying value of $15,346, including accrued interest. The Company paid $14,619 in cash of which $14,207 was allocated to the liability component of the Notes and $412 was allocated to the equity component and recorded as an adjustment to additional paid-in capital. The Company recognized a gain on the extinguishment of the liability in the amount of $1,138 that is presented separately in other income (expense) in the consolidated statements of operations and comprehensive loss.

The following table sets forth information about the balances of the Notes as of December 31:

	2021			2020
Liability Component:
Principal	$	121,069		$	221,250
Less: debt discount, net of amortization		(13,788	)		(36,942	)
Net carrying amount	$	107,281		$	184,308
Equity component (a)		52,973			56,539
Remaining discount amortization period (in years)		1.96

(a)

Recorded in the consolidated balance sheets within additional paid-in capital, net of $1,550 transaction costs in stockholders’ deficit.

The following table sets forth total interest expense recognized related to the Notes:

	Year Ended December 31,
	2021			2020
1.25% coupon	$	2,418		$	2,921
Amortization of debt discount and transaction costs		10,234			11,656
Total interest expense	$	12,652		$	14,577
Effective interest rate on liability component		8.68	%		7.83	%

As of December 31, 2021, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible senior notes classified in equity) were as follows:

	As of December 31, 2021				As of December 31, 2020
	Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible senior notes	$	113,805	$	107,281	$	192,587	$	184,308

In connection with the issuance of the Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and others. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the Notes, with an initial strike price of approximately $53.17 per share, which corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes, and have a cap price of approximately $89.98. The cost of the purchased capped calls of $33,024 was recorded to stockholders’ deficit and will not be re-measured provided it continues to meet the conditions for equity classification.

In connection with the repurchase of the Notes described above, the Company terminated a portion of the capped call transactions which resulted in $98 of cash payments to the Company during the year ended December 31, 2021, which were recorded in additional paid-in capital. During the year ended December 31, 2020, an immaterial amount of cash payments were made to the Company in connection with termination of capped calls and was recorded in additional paid-in capital.

Based on the closing price of the Company’s common stock of $10.66 on December 31, 2021, the if-converted value of the Notes was less than their respective principal amounts.

Revolving Line of Credit

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Revolving Line of Credit

11. Revolving Line of Credit

The Company entered into a credit facility with Silicon Valley Bank providing for a revolving line of credit agreement on March 3, 2020. This agreement replaced the Company’s previous agreement with Silicon Valley Bank, which expired on February 20, 2020. The three-year agreement has a borrowing limit of $50,000, with the ability for the Company to increase it to up to $100,000. Interest is payable monthly. Advances under the agreement bear interest at (a) the higher of (i) the prime rate as published in the Wall Street Journal or (ii) the federal funds effective rate plus 0.50%, plus (b) an applicable margin ranging from (0.50%) to 0.50% based on the Company’s Average Daily Usage (“ADU”) of the credit facility in the preceding month. The Company also is charged for amounts unused under this arrangement at a rate ranging from 0.00% to 0.40% based on the Company’s ADU in the preceding month. Any outstanding principal is due at the end of the term.

The obligations of the Company under the credit facility are secured by a first priority lien (subject to certain permitted liens) in substantially all of the personal property assets of the Company and its subsidiaries pursuant to the terms of a Guarantee and Collateral Agreement, dated March 3, 2020 and the other security documents.

The credit facility requires the Company to maintain a Consolidated Adjusted Quick Ratio (“AQR”) of (i) Consolidated Quick Assets to (ii) Consolidated Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00 as of the last day of any fiscal quarter, and, if the AQR is less than 2.00 to 1.00, a Minimum Consolidated EBITDA of at least $1.00 for any such fiscal quarter calculated on a trailing 12-month basis. The Company has also agreed to fiscal year dollar limits on its capital expenditures. If an event of default occurs, the lender would be entitled to take various actions, including the acceleration of amounts due under the credit facility and all actions permitted to be taken by a secured creditor.

No amounts were borrowed or repaid under the credit facility during the year ended December 31, 2021. During the year ended December 31, 2020, the Company borrowed an aggregate of $10,000 under the credit facility for general operating purposes and repaid an aggregate of $10,000. There were no amounts outstanding under the Company’s revolving line of credit as of December 31, 2021 and 2020. The amount available to borrow was $50,000 and the interest rate was 2.75% as of December 31, 2021.

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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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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-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Supplemental cash flow information related to the Company’s operating and finance leases was as follows:

	Year Ended December 31,
Cash Paid for Amounts Included in the Measurement of Lease Liabilities	2021		2020		2019
Financing cash flows from finance leases	$	5,125	$	10,200	$	5,884
Operating cash flows from finance leases	$	4,437	$	8,090	$	8,527
Operating cash flows from operating leases	$	487	$	557	$	599
ROU Assets Obtained in Exchange for New Lease Obligations
Finance lease liabilities	$	3,277	$	3,593	$	4,248
Operating lease liabilities	$	-	$	-	$	1,107

As of December 31, 2021, the Company had no additional significant operating or finance leases that had not yet commenced.

Operating Leases

The Company leases office facilities under various non-cancelable operating lease agreements with original lease periods expiring between 2023 and 2027. Some of the leases provide for renewal terms at the Company’s option. Certain future minimum lease payments due under these operating lease agreements contain free rent periods or escalating rent payment provisions. These leases do not contain purchase options. Lease expense is recognized on a straight-line basis over the lease term as an operating expense.

The components of operating lease expense were as follows:

	Year Ended December 31,
Operating lease expense	2021			2020		2019
Fixed operating lease expense	$	324		$	414	$	705
Short-term lease expense		80			405		33
Variable operating lease expense		99			112		145
Total operating lease expense		503			931		883
Sublease income		(124	)		-		(28	)
Net operating lease cost	$	379		$	931	$	855

The following table presents the lease balances within the consolidated balance sheets, weighted average remaining lease term, and weighted average discount rates related to the Company’s operating leases:

Lease Assets and Liabilities	Classification	As of December 31, 2021			As of December 31, 2020
Assets
Operating lease ROU asset - Buildings	Operating lease right-of-use assets	$	774		$	1,107

Liabilities
Operating lease ROU liabilities, current portion	Lease liabilities, current	$	325		$	300
Operating lease ROU liabilities, net of current portion	Lease liabilities, non-current		943			1,268
Total operating lease liabilities		$	1,268		$	1,568

Weighted average remaining lease term (in years)			4.43			5.21
Weighted average discount rate			6.07	%		6.04	%

In November 2021, the Company entered into a sublease agreement for all of the space under one of its facility operating leases. The rental income from this sublease agreement was less than the Company’s remaining lease commitment for this space. Accordingly, the Company recorded an impairment loss of its ROU operating assets of $96 based on the present value of the payments to be received under the sublease. This impairment expense was included in cost of revenue and operating expenses in the Company’s consolidated statements of operations for the year ended December 31, 2021.

On December 31, 2020, the Company entered into a sublease agreement for all of the space under one of its facility operating leases. The rental income from this sublease agreement was less than the Company’s remaining lease commitment for this space. Accordingly, the Company recorded an impairment loss of its ROU operating assets of $296 based on the present value of the payments to be received under the sublease. This impairment expense was included in cost of revenue and operating expenses in the Company’s consolidated statements of operations for the year ended December 31, 2020.

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2021:

	Operating Leases
Year Ending December 31,
2022	$	391
2023		398
2024		175
2025		179
2026		183
Thereafter		123
Total minimum lease payments		1,449
Less: imputed interest		(181	)
Total operating lease liabilities	$	1,268

Finance Leases

The Company leases three buildings on its Charleston, South Carolina campus classified as finance leases.

During the year ended December 31, 2021, the Company entered into various financing lease arrangements for servers and networking equipment used in operations. Total payments under the various agreement are approximately $3,498, with terms ranging from 33 to 36 months and average annualized payments of approximately $1,166. In connection with these leases, the Company recorded financing ROU assets and financing lease liabilities of $3,277.

On March 13, 2020, the Company executed an amendment to its three leases for office space on its headquarters campus. Pursuant to this amendment, the Company paid the lessor, a former related party, $3,993 for future rent due in the first half of 2021, representing an approximately 17% discount on rent due for those periods. The ROU assets and financing lease liabilities were adjusted to reflect the effect of the amendment and associated payments.

In February 2020, the Company entered into a financing lease arrangement for servers and networking equipment used in operations. Total payments under the agreement are $3,723, including the first annual payment of $784 and two annual payments of $1,470, each. In connection with this lease, the Company recorded financing ROU assets and financing lease liabilities of $3,593.

The Company has entered into various purchase agreements to obtain property and equipment for operations that are accounted for as finance leases. These arrangements have original terms ranging from 3 to 5 years with interest rates ranging from 2.99% to 7.61%. The leases are secured by the underlying leased property and equipment.

The components of finance lease expense were as follows:

	Year Ended December 31,
Finance lease expense	2021			2020		2019
Amortization of ROU assets	$	8,654		$	9,224	$	8,599
Interest on lease liabilities		7,826			8,051		8,535
Variable finance lease expense		173			46		53
Total finance lease expense		16,653			17,321		17,187
Sublease income		(275	)		-		-
Net finance lease cost	$	16,378		$	17,321	$	17,187

Lease Assets and Liabilities	Classification	As of December 31, 2021			As of December 31, 2020
Assets
Finance lease ROU asset	Finance lease right-of-use assets, net	$	80,978		$	85,040
Finance lease ROU accumulated amortization	Finance lease right-of-use assets, net		(24,504	)		(16,370	)
Finance lease ROU assets, net		$	56,474		$	68,670

Liabilities
Finance lease ROU liabilities, current portion	Lease liabilities, current	$	7,050		$	5,034
Finance lease ROU liabilities, net of current portion	Lease liabilities, non-current		74,806			77,916
Total finance lease liabilities		$	81,856		$	82,950

Weighted average remaining lease term (in years)			9.44			10.31
Weighted average discount rate			10.44	%		9.53	%

In April 2021, the Company entered into a non-cancellable sublease agreement for part of one building on its headquarters campus. The sublease term expires May 31, 2028 and may be renewed at the option of the sublessee through November 30, 2031. Because market conditions and value have declined since the Company entered into its lease, in part due to the COVID-19 pandemic, payments to the Company under the sublease are less than its current obligation for the asset. Accordingly, the Company recorded an impairment loss of the financing lease ROU asset of $4,003 based on the excess of the carrying amount over the calculated fair value of the sublease. This impairment expense was included in operating expenses in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2021

The following table presents the maturity of the Company’s finance lease liabilities as of December 31, 2021:

	Finance Leases
Year Ending December 31,
2022	$	14,371
2023		12,260
2024		12,116
2025		11,596
2026		11,943
Thereafter		65,311
Total minimum lease payments		127,597
Less: imputed interest		(45,741	)
Total finance lease liabilities	$	81,856

Financing Obligations

Financing obligations were $13 and $722, as of December 31, 2021 and 2020, respectively, and consist primarily of obligations for software licensing and support.

Contractual Commitments

The Company has $8,785 of non-cancellable contractual commitments as of December 31, 2021, primarily related to the purchase of software and maintenance contracts. These commitments are not accrued in the consolidated balance sheets of the Company. The following table presents the non-cancellable contractual commitments:

	Purchase Commitments
Year Ending December 31,
2022	$	8,209
2023		576
Thereafter		-
Total purchase commitments	$	8,785

Legal Contingencies

The Company may become a party to a variety of legal proceedings that arise in the normal course of business. While the results of such normal course legal proceedings cannot be predicted with certainty, management believes, based on current knowledge, that the final outcome of any matters will not have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Redeemable Preferred Stock

13. Redeemable Preferred Stock

On June 4, 2020, the Company issued and sold 1,777,778 shares of its newly created series of preferred stock, par value of $0.001 per share, designated as “Series A Convertible Preferred Stock” (the “Preferred Stock”) to BuildGroup LLC (the “Buyer”) at a purchase price of $45 per share, resulting in total gross proceeds for the Company of approximately $80,000. A member of the Company’s Board of Directors is the Chief Executive Officer of the Buyer. The Buyer also has a second representative on the Board.

The Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions on liquidation, winding-up and dissolution. Each share of the Preferred Stock has an initial stated value of $45 per share. Holders of shares of the Preferred Stock are entitled to a dividend equal to 8.00% per annum (the “Regular Dividends”), payable quarterly, beginning on June 30, 2020. The Regular Dividends are payable in cash or in kind, at the Company’s option. In the event a Regular Dividend is paid in kind, the stated value of each share of the Preferred Stock will be increased by an amount equal to the accrued Regular Dividend not paid in cash. As of December 31, 2021, the Company has paid all dividends on the Preferred Stock in cash. Holders of the Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the common stock on an as-converted basis, and no dividends may be paid to holders of the common stock unless full participating dividends are concurrently paid to the holders of the Preferred Stock.

Each holder of the Preferred Stock has the right, at its option, to convert its shares of the Preferred Stock, in whole or in part, into fully paid and non-assessable shares of the common stock, at any time and from time to time. The number of shares of the common stock into which a share of the Preferred Stock will convert at any time is equal to the quotient obtained by dividing its stated value then in effect plus any accumulated and unpaid Regular Dividends by its conversion price of $15.00. The conversion price is subject to customary anti-dilution adjustments including adjustments in the event of any stock split, stock dividend, recapitalization or similar events. At closing, before payment of any dividends in kind, the 1,777,778 shares of the Preferred Stock were convertible into 5,333,334 shares of common stock.

The Company may, at its option, redeem the outstanding shares of the Preferred Stock following the fourth anniversary of its issuance. Redemption by the Company is subject to certain liquidity conditions as well as conditions connected with the trading price of its common stock. Upon redemption by the Company, the Company will pay the holder of the Preferred Stock 105% of the initial stated value of such share plus any increase in the stated value from the initial stated value plus accumulated and unpaid Regular Dividends. If the Company undergoes a change of control as defined in the purchase agreement, the Company must redeem all of the then-outstanding shares of the Preferred Stock for cash consideration equal to the greater of the amount due for redemption as described above and the amount such holder of shares of the Preferred Stock would have received in respect of the number of shares of the Common Stock that would be issuable upon conversion of such share of the Series A Preferred Stock.

Unless and until approval of the Company’s stockholders is obtained as contemplated by the Nasdaq Listing Rules, no holder of the Preferred Stock may convert shares of the Preferred Stock into shares of common stock if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares of the common stock.

As long as not less than 60% of the shares of the Preferred Stock originally issued remain outstanding, the holders of a majority of the then-outstanding shares of the Preferred Stock, voting together as a single class, have the right at any election of directors to elect two directors if the Board consists of nine or fewer directors or three directors if the Board consists of 10 directors. At any time, such elected director(s) may be removed with or without cause only by the affirmative vote or written consent of a majority of the holders of the Preferred Stock entitled to elect such director.

Holders of the Preferred Stock generally are entitled to vote with the holders of the shares of the common stock on all matters submitted for a vote of holders of shares of the common stock (voting together with the holders of shares of the common stock as one class) on an as-converted basis, subject to a limitation of ownership of 19.9% of common stock. Additionally, certain matters require the approval of the holders of a majority of the outstanding shares of the Preferred Stock, voting as a separate class.

The Buyer is subject to limitations while it holds at least 10% of the Preferred Stock originally purchased. Furthermore, until the earliest of May 30, 2024 and receipt of a notice of redemption, the Buyer cannot sell, transfer or otherwise dispose of the shares of the Preferred Stock or the underlying shares of the common stock, subject to limited exceptions that include exceptions in the case of transfers to certain permitted transferees.

For so long as the Buyer and its affiliates collectively hold at least 60% of the shares of the Preferred Stock originally purchased by it or the common stock issuable upon conversion thereof, the Company will pay the Buyer a fee of $400 for the first year following closing and $200 per year thereafter. These management and oversight fees are expensed over the period incurred.

In the period of issuance, the Company incurred $807 in issuance costs related to the sale of the Preferred Stock, including $150 of reimbursement to the Buyer for reasonable fees and out-of-pocket expenses incurred by the Buyer in connection with the transaction. The issuance costs were netted against the proceeds from this transaction.

Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

14. Stock-Based Compensation

Employee Stock-based Compensation Plan

The Company maintains the Second Amended and Restated 2012 Stock Plan, as amended, (the “2012 Plan”) and previously had in place the Amended and Restated 2000 Stock Option Plan (the “2000 Plan”), which expired in 2020. Pursuant to the 2012 Plan, the Company has reserved 5,111,619 shares of its common stock for issuance to its employees, directors and non-employee third parties. The 2012 Plan, effective on January 31, 2012, serves as the successor to the 2000 Plan and permits the granting of incentive stock options, non-statutory stock options, stock bonuses, stock purchase rights, stock appreciation rights, and restricted stock units and awards. Shares available for grant under the 2000 Plan, which were reserved but not issued or subject to outstanding awards under the 2000 Plan as of the effective date of the 2012 Plan, were added to the reserves of the 2012 Plan. As of December 31, 2021, no awards were outstanding under the 2000 Plan. As of December 31, 2021, the Company had 2,050,954 shares allocated to the 2012 Plan, but not yet issued.

The Company has issued two types of awards under these plans: stock options and RSUs. The following table sets forth the number of awards outstanding for each award type:

	As of December 31,
Award type outstanding - 2012 Plan	2021		2020		2019
Restricted stock units		2,964,112		2,590,877		1,970,555
Stock options		96,553		121,928		206,447

The grant date value of RSUs is equal to the closing price of the Company’s stock on the date of grant, or, if not a trading day, the closing price of the previous trading day. Stock options are granted at exercise prices not less than the estimated fair market value of the Company’s common stock at the date of grant. Generally, the Company issues previously unissued shares for the exercise of stock options or exchange of RSUs; however, previously acquired shares may be reissued to satisfy future issuances. The standard vesting period for RSU and option awards is over four years; however, vesting periods range from one to four years. The options expire 10 years from the grant date. Compensation expense for the fair value of the stock-based awards at their grant date is recognized ratably over the vesting period.

In May 2021, the Company reserved 355,466 shares of its common stock for issuance in connection with hiring its Chief Executive Officer in the form of inducement grants comprising 248,826 RSUs and 106,640 performance RSUs under Nasdaq Listing Rule 5635(c)(4). These RSUs were issued outside of the Company’s 2012 Plan but are intended to be subject to the terms and conditions of the 2012 Plan and are included in stock-based compensation expense.

Compensation expense related to stock-based awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31:

Stock-based compensation expense	2021		2020		2019
Cost of revenue	$	2,081	$	3,703	$	3,569
Sales and marketing		2,876		3,081		3,799
Research and development		1,644		2,555		3,265
General and administrative		7,304		5,198		8,939
Total stock-based compensation expense	$	13,905	$	14,537	$	19,572

The total compensation cost related to non-vested awards not yet recognized as of December 31, 2021 was $30,055 and will be recognized over a weighted-average period of approximately 2.9 years.

Restricted Stock Units

During 2021, the Company granted RSUs under the 2012 Plan. Restricted stock units granted to employees vest in equal annual installments over terms that range from one to four years from the grant date, subject to continued service to the Company. The Company amortizes the grant date fair value of the stock subject to the RSUs on a straight-line basis over the period of vesting.

The summary of unvested restricted stock units under the 2012 Plan is as follows:

	Restricted stock units			Weighted average grant date fair value
Unvested at December 31, 2020		2,590,877		$	14.40
Granted		2,811,624			13.23
Forfeited		(1,342,649	)		12.76
Vested		(1,095,740	)		15.07
Unvested at December 31, 2021		2,964,112		$	13.71

As of December 31, 2021, the number and intrinsic value of restricted stock units under the 2012 Plan expected to vest was 2,749,586 and $29,311, respectively. The aggregate fair value of restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was $14,877, $6,132 and $32,065, respectively.

Included in the grants of 2021 restricted stock units are performance restricted stock units for which vesting is contingent upon meeting various financial targets to support growth initiatives. The Company granted 699,504 performance restricted stock units to officers and certain employees with an aggregate grant-date fair value of $9,693. The actual number of shares issued upon vesting could range from 0% to 100%. As of December 31, 2021, there were 532,527 performance restricted stock units outstanding with a weighted average grant-date fair value of $14.60 per unit, of which 318,001 units with a weighted average grant-date fair value of $15.14 per unit were expected to vest.

Stock Options

The following is a summary of the option activity for the year ended December 31, 2021:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding balance at December 31, 2020		121,928		$	11.73
Granted		-			-
Exercised		(24,250	)		10.57
Forfeited		(1,125	)		10.66
Expired		-			-
Outstanding balance at December 31, 2021		96,553		$	12.04		1.1	$	16
Exercisable at December 31, 2021		96,553		$	12.04		1.1	$	16
Vested and expected to vest at December 31, 2021		96,553		$	12.04		1.1	$	16

The aggregate intrinsic value of employee options exercised during the years ended December 31, 2021, 2020, and 2019 was $96, $219 and $958, respectively. No stock options were granted during the years ended December 31, 2021, 2020 and 2019.

Inducement Grants

As descried above, the Company issued inducement grants comprising 248,826 RSUs which vest in equal annual installments over four years from the grant date. The Company amortizes the grant date fair value of the stock subject to the RSUs on a straight-line basis over the period of vesting. The Company also granted 106,640 performance RSUs with an aggregate derived fair value of $1,069. The performance RSUs vest in a single installment if the Company’s closing stock price is at least $23.00 for a period of 20 consecutive trading days occurring after the second anniversary of the grant and prior to the fifth anniversary of the grant. If this price-based requirement is met before the third anniversary of the grant date, then the performance RSUs will vest on the third anniversary of the grant date subject to continued service to the Company. If this price-based requirement is met after the third anniversary but prior to the fifth anniversary of the grant date, then the performance RSUs will vest on the date the price requirement is met subject to continued service to the Company. The Company amortizes the aggregate derived fair value of the stock subject to the performance RSUs on a straight-line basis over the derived service period of 2.3 years from the date of grant.

As of December 31, 2021, the number and intrinsic value of RSUs under inducement grants expected to vest was 355,466 and $3,789, respectively.

Stockholders' Deficit

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Deficit

15. Stockholders’ Deficit

Common Stock

The holders of common stock are entitled to one vote for each share. The voting, dividend and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers and preferences of the holders of preferred stock.

The Company maintains the ESPP pursuant to which the Company has reserved 85,455 shares of its common stock for purchase by its employees who meet certain criteria. Under the ESPP, eligible employees may purchase the Company’s common stock through accumulated payroll deductions. Options to purchase shares are granted twice yearly on or about January 1 and July 1 and exercisable on or about the succeeding June 30 and December 31, respectively, of each year. Shares are purchased at acquisition prices equal to 95% of the fair market value of the Company’s common stock at the purchase date. No participant may purchase more than $12 worth of the Company’s common stock in a six-month offering period.

At December 31, 2021, the Company had reserved a total of 10,885,874 of its authorized 95,000,000 shares of common stock for future issuance as follows:

Outstanding stock options			96,553
Restricted stock units			3,319,578
Available for future issuance under stock award plans			2,050,954
Available for future issuance under ESPP			85,455
Issuable upon conversion of Series A Preferred Stock			5,333,334
Total common shares reserved for future issuance			10,885,874

At the Company’s annual meeting of stockholders held in June 2021, the stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended to increase the total number of authorized shares of common stock reserved for issuance thereunder from 50,000,000 to 95,000,000 shares.

In December 2019, the Company’s Board of Directors approved a stock repurchase program for the potential repurchase of up to $20,000 of its outstanding common stock. Under the stock repurchase program, the Company is authorized to purchase shares of its common stock through various means, including open market or privately negotiated transactions. The program has no time limit and may be suspended for periods or discontinued at any time by the Board of Directors. Repurchases under the program will be funded by the Company’s existing cash and cash equivalents or future cash flow. Any shares acquired will be available for general corporate purposes.

Under its stock repurchase program, the Company purchased 1,106,173 shares of its outstanding common stock, for an aggregate of $9,667 during the year ended December 31, 2020. All of these shares have been cancelled and returned to its pool of authorized shares to be used for general purposes. No outstanding common stock was repurchased during the year ended December 31, 2021.

- 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

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+ Details

Revenue

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue

16. Revenue

Disaggregation of Revenue

The following table provides information about disaggregation of revenue by service line:

	Year ended December 31
	2021		2020		2019
Service line
Subscription	$	178,759	$	179,743	$	195,091
Platform		39,576		35,101		33,654
Total software services	$	218,335	$	214,844	$	228,745
Professional services		44,762		53,297		66,941
Total	$	263,097	$	268,141	$	295,686

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers:

	Balance at Beginning of Period		Balance at End of Period
As of December 31, 2021
Contract assets	$	15,105	$	18,051
Contract liabilities
Deferred revenue	$	32,204	$	30,133


As of December 31, 2020
Contract assets	$	16,685	$	15,105
Contract liabilities
Deferred revenue	$	38,508	$	32,204

The Company recognizes payments from customers based on contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance objectives not yet invoiced. Contract liabilities include payments received in advance of performance under the contract and are recognized as revenue when earned under the contract. The Company had no asset impairment charges related to contract assets during the years ended December 31, 2021 and 2020.

Contract assets are largely comprised of unbilled software services revenue from insurance broker commissions. The performance obligation for this revenue is satisfied when the order is received. Amounts are recorded as accounts receivable when the right to consideration becomes unconditional which generally occurs over the period of the underlying insurance policy. Payments from insurance broker commissions are typically received monthly in arrears.

During the years ended December 31, 2021 and 2020, there were no significant changes in the contract assets outside of standard revenue and billing activity.

Revenue recognized during the years ended December 31, 2021 and 2020 that was included in the deferred revenue balance at the beginning of the periods was $29,142 and $33,092, respectively.

The Company added deferred revenue of $5,849 as a result of a business combination during the year ended December 31, 2021.

The Company recorded favorable adjustments to revenue arising from performance obligations satisfied or partially satisfied in previous periods of $3,784 and $4,374 during the years ended December 31, 2021 and 2020, respectively.

Performance Obligations

As of December 31, 2021, the aggregate amount of the Company’s performance obligations that are unsatisfied or partially unsatisfied were approximately $276,000, of which a majority are expected to be satisfied within the next three years. The Company excludes from its population of performance obligations contracts with original durations of one year or less, contract renewal periods that renew automatically, and amounts of variable consideration that are allocated to wholly unsatisfied distinct service that forms part of a single performance obligation and meets certain variable allocation criteria.

- 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
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+ Details

Employee Benefit Plan

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plan

17. Employee Benefit Plan

The Company maintains a qualified defined contribution plan under Section 401(k) of the U.S. Internal Revenue Code (the “401(k) Plan”) covering substantially all employees. Employees are eligible to participate in the 401(k) Plan after one day of service and upon attainment of age 21, and may elect to defer an amount or percentage of their annual compensation up to amounts prescribed by law. The Company makes discretionary matching contributions to employee plan accounts. During each of the years ended December 31, 2021, 2020 and 2019, the Company matched 50% of the employees’ contribution, with the match limited to 3% of qualifying compensation. Employee vesting in matching company contributions occurs at a rate of 20% per year after one year of service. During the years ended December 31, 2021, 2020, and 2019, employer matching contributions were $2,217, $2,790 and $3,370, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

18. Income Taxes

The Company's effective tax rate for the year ended December 31, 2021, was 8.5%. Current tax expense relates to estimated state income taxes. A deferred tax benefit was recognized as a result of acquired deferred tax liabilities in connection with the acquisition of Tango Health, Inc. which resulted in a partial release of the valuation allowance.

The Company files income tax returns in the U.S. for federal and various state jurisdictions. The Company is subject to U.S. federal income tax examination for calendar tax years 2018 through 2020 as well as state income tax examinations for various years depending on statutes of limitations of those jurisdictions.

The following table summarizes the components of income tax expense for the years ended December 31:

Current:	2021			2020		2019
Federal	$	-		$	-	$	-
State and local		107			22		27
Total current expense	$	107		$	22	$	27
Deferred:
Federal	$	(3,067	)	$	-	$	-
State and local		-			-		-
Total deferred taxes	$	(3,067	)	$	-	$	-

Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax provision is as follows for the years ended December 31:

	2021			2020			2019
Federal statutory rate		21.0	%		21.0	%		21.0	%
Effect of:
State income taxes, net of federal benefit		4.7	%		1.8	%		8.2	%
Change in state tax rates		(28.3	%)		3.8	%		2.9	%
Change in valuation allowance		15.8	%		(13.7	%)		(33.7	%)
State tax credits		(0.3	%)		(0.6	%)		1.4	%
Stock-based compensation		(3.2	%)		(11.5	%)		2.5	%
Section 162(m)		(0.9	%)		(0.2	%)		(1.2	%)
Other permanent items		(0.3	%)		(0.6	%)		(1.1	%)
Income tax provision effective rate		8.5	%		0.0	%		0.0	%

The significant components of the Company’s deferred tax asset and liability were as follows as of December 31:

Deferred tax assets relating to:	2021			2020
Net operating loss carryforwards	$	82,398		$	93,408
Deferred revenue		7,873			7,499
Commissions and incentive accrual		839			1,945
Deferred rent		129			136
State tax credits		8,509			8,414
Stock-based compensation		2,273			2,684
Compensation and other accruals		1,618			1,455
Finance lease right-of-use liabilities		20,636			22,567
Total gross deferred tax assets		124,275			138,108
Deferred tax liabilities
Finance lease right-of-use assets	$	(14,755	)	$	(20,193	)
Property and equipment and intangible assets		(6,955	)		(4,366	)
Convertible debt		(4,468	)		(9,806	)
Total gross deferred tax liabilities		(26,178	)		(34,365	)
Deferred tax assets less liabilities		98,097			103,743
Less: valuation allowance		(98,223	)		(103,743	)
Net deferred tax asset (liability)	$	(126	)	$	-

The Company is in a net deferred tax liability due to the limitation on the utilization of net operating losses in the indefinite life period is limited to 80% of taxable income in accordance with the Tax Cuts and Jobs Act. The deferred tax liability is recorded as part of “other non-current liabilities” on the Company’s consolidated balance sheets.

As of December 31, 2021 and 2020, the Company’s gross deferred tax was reduced by a valuation allowance of $98,223 and $103,743, respectively.

The valuation allowance decreased by $5,520 and increased by $1,226 during the years ended December 31, 2021 and 2020, respectively. The valuation allowance decrease in 2021 resulted primarily from changes in the deferred tax assets related to convertible debt, leases and the acquisition of Tango Health, Inc. The valuation allowance increase in 2020 resulted primarily from changes in the

deferred tax assets related to compensation and other accruals and finance lease right-of-use liabilities. The following table provides information about the Company’s deferred tax valuation allowance:

	Year ended December 31,
Deferred tax valuation allowance	2021			2020		2019
Beginning of period	$	103,743		$	102,517	$	82,308
Additions charged against expenses		-			1,226		22,446
Deductions		(5,520	)		-		(2,237	)
End of period	$	98,223		$	103,743	$	102,517

Net operating loss carryforwards for federal income tax purposes were approximately $321,373 and $326,944 at December 31, 2021 and 2020, respectively. State net operating loss carryforwards were $290,783 and $294,442 at December 31, 2021 and 2020, respectively. The federal and state net operating loss carryforwards will expire at various dates during 2022 through 2039, if not utilized. Net operating loss carryforwards and credit carryforwards reflected above may be limited due to historical and future ownership changes.

South Carolina jobs tax credit and headquarters tax credit carryovers of $10,981 and $11,088 were available at December 31, 2021 and 2020, respectively. Headquarters credits are expected to be used to offset future state income tax license fees. The credits expire in various amounts during 2022 through 2035.

The Company follows ASC Subtopic 740-10 for accounting for unrecognized tax benefits. As of December 31, 2021, the Company had gross unrecognized tax benefits of $469. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows for the years ended December 31:

	2021			2020		2019
Balance at beginning of year	$	437		$	437	$	437
Additions based on tax positions related to the current year		-			-		-
Additions for tax positions in prior years		103			-		-
Reductions for tax positions of prior years		-			-		-
Reductions for tax positions due to lapse of statute		(71	)		-		-
Settlements		-			-		-
Balance at end of year	$	469		$	437	$	437

At December 31, 2021, of the $469 liabilities for unrecognized tax benefits $103 could impact the Company’s effective tax rate, if recognized. The Company expects the unrecognized tax benefits to change by $128 within the next twelve months.

- 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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+ Details

Segments and Geographic Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segments and Geographic Information

19. Segments and Geographic Information

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by information about operating segments, for purposes of allocating resources and evaluating financial performance.

The Company views its operations and manages its business as one operating segment. Segment information matches the consolidated financial information for the current periods and prior periods reported.

Substantially all assets were held and all revenue was generated in the United States during the years ended December 31, 2021, 2020 and 2019.

- 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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

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

+ Details

Related Parties

12 Months Ended

Dec. 31, 2021

Related Parties

20. Related Parties

Series A Preferred Stock

As described in Note 13, the Company sold 1,777,778 shares of Preferred Stock to an entity whose Chief Executive Officer is a member of the Company’s Board of Directors. In connection with this transaction, the Company reimbursed the Buyer $150 for fees incurred in closing the sale of Preferred Stock in June 2020. The Company paid dividends of $6,400 and $3,662 to the Buyer for the years ended December 31, 2021 and 2020, respectively. Additionally, the Company paid management oversight fees of $286 and $229 to the Buyer for the years ended December 31, 2021 and 2020, respectively. There were no management oversight fees due to the Buyer as of December 31, 2021 and 2020.

Leasing Arrangements

The Company leases its office space at its Charleston, South Carolina headquarters campus under the terms of three non-cancellable leases from entities that are or have been affiliated with a significant stockholder who was a former executive and Company director. In June 2021, the stockholder resigned as a director and executive chairman. As a result, the Company no longer considers these entities to be related parties as of July 1, 2021. The Company’s headquarter campus building leases are accounted for as financing lease right-of-use assets and lease liabilities on the Consolidated Balance Sheets. The lease agreements have 15-year terms ending on December 31, 2031, with Company options to renew for five additional years. The arrangements provide for 3.0% fixed annual rent increases.

For the period January 1, 2021 to June 30, 2021, payments under these agreements were $1,241. Payments under these agreements were $15,137 and $10,884 for the years ended December 31, 2020 and 2019, respectively. Amounts due to the related parties were $667 as of December 31, 2020 and were recorded in “Accrued expenses”. Payments made during the year ended December 31, 2020 include amounts paid in connection with the amendment of these leases described in Note 12.

Other Related Party Expenses

The Company utilizes the services of various companies that are owned and controlled by a significant stockholder who was also the former executive chairman and Company director. In June 2021, the stockholder resigned as a director and executive chairman. As a result, the Company no longer considers these companies to be related parties as of July 1, 2021. The companies provide construction project management services, private air transportation and other services. For the period January 1, 2021 to June 30, 2021, expenses related to these companies were $37. Expenses related to these companies were $177 and $256 for the years ended December 31, 2020 and 2019, respectively. Amounts due to the related parties were de minimis as of December 31, 2020.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Restructuring Cost

Restructuring Costs

Revenue and Deferred Revenue

The Company determines revenue recognition through the following steps:

•

Identification of each contract with a customer;

•

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, performance obligations are satisfied.

Software Services Revenue

Software services revenue consists of subscription revenue and platform revenue.

Subscription Revenue

Subscription revenue also includes fees paid for other services, such as event sponsorships and certain data services.

Platform Revenue

Professional Services Revenue

Revenue from implementation services with employer customers is recognized as those services are performed.

Revenue from support is recognized ratably over the service period.

Contracts with Multiple Performance Obligations

Contract Costs

The following tables present information about deferred contract costs:

	As of December 31,
Balance of deferred contract costs	2021		2020
Costs to obtain contracts	$	4,418	$	5,624
Costs to fulfill contracts	$	2,887	$	3,639

	Year ended December 31,
Amortization of deferred contract costs	2021		2020		2019
Costs to obtain contracts included in sales and marketing expense	$	2,971	$	3,275	$	3,662
Costs to fulfill contracts included in cost of revenue expense	$	1,298	$	1,285	$	2,790

Cost of Revenue

Cash and Cash Equivalents

Marketable Securities

Concentrations of Credit Risk

Allowance for Credit Losses

The company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7.

	Year ended December 31,
Allowance for credit losses	2021			2020			2019
Beginning of period	$	200		$	155		$	392
Provision for credit losses		34			212			111
Write-offs and recoveries		(67	)		(167	)		(348	)
End of period	$	167		$	200		$	155

Property and Equipment and Capitalized Software Development Costs

The estimated useful lives for significant property and equipment categories are generally as follows:

Developed software		3 years
Computers and related equipment		3-5 years
Purchased software and licenses		1-7 years
Leasehold improvements		Lesser of estimated useful life of asset or lease term
Furniture and fixtures		7 years
Other equipment		5-12 years

Identifiable Intangible Assets

Impairment of Long-Lived Assets

Goodwill

Debt Issuance Costs

Debt issuance costs related to the revolving line of credit have been recorded in other non-current assets and are amortized to interest expense over the remaining life of the agreement.

Leases

Financing Obligations

Financing obligations include liabilities for the purchase of software licenses and support.

Advertising

The Company expenses advertising costs as they are incurred. Direct advertising costs for the years ended December 31, 2021, 2020 and 2019 were $329, $308 and $332, respectively.

Comprehensive Loss

The Company’s net loss equals comprehensive loss for all periods presented.

Stock-Based Employee Compensation

Stock-Based Compensation

Income Taxes

Basic and Diluted Net Loss per Common Share

Recently Adopted Accounting Standards

Business Combinations

Income Taxes

Financial instruments

Fair Value Measurement

Accounting Standards Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule Of Deferred Contract Costs

The following tables present information about deferred contract costs:

	As of December 31,
Balance of deferred contract costs	2021		2020
Costs to obtain contracts	$	4,418	$	5,624
Costs to fulfill contracts	$	2,887	$	3,639

	Year ended December 31,
Amortization of deferred contract costs	2021		2020		2019
Costs to obtain contracts included in sales and marketing expense	$	2,971	$	3,275	$	3,662
Costs to fulfill contracts included in cost of revenue expense	$	1,298	$	1,285	$	2,790

Estimated Useful Lives for Significant Property and Equipment

The estimated useful lives for significant property and equipment categories are generally as follows:

Developed software		3 years
Computers and related equipment		3-5 years
Purchased software and licenses		1-7 years
Leasehold improvements		Lesser of estimated useful life of asset or lease term
Furniture and fixtures		7 years
Other equipment		5-12 years

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Summary of Fair Value of Consideration Paid and Amounts of Assets Acquired and Liabilities Assumed Recognized at Acquisition Date

The following table summarizes the preliminary fair value of the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

Consideration Transferred
Cash consideration transferred	$	31,628
Contingently returnable consideration		(879	)
Consideration payable		500
Contingent consideration		675
Fair value of total purchase price consideration		31,924
Cash acquired		(3,453	)
Fair value of total purchase price consideration, net of cash acquired	$	28,471

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable, net	$	2,866
Contract, prepaid and other current assets		453
Intangible assets		13,250
Accounts payable and accrued expenses		(435	)
Deferred revenue, current portion		(5,849	)
Deferred tax liability		(3,194	)
Total identifiable net assets		7,091
Goodwill		21,380
Total identifiable net assets and goodwill	$	28,471

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Common Share Equivalent Securities Excluded from Calculation of Weighted-Average Common Shares Outstanding

The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

	Year Ended December 31,
Anti-Dilutive Common Share Equivalents	2021		2020		2019
Restricted stock units		3,319,578		2,590,877		1,970,555
Stock options		96,553		121,928		206,447
Convertible senior notes		2,277,017		4,161,182		4,513,824
Conversion of preferred stock		5,333,334		5,333,334		-
Total anti-dilutive common share equivalents		11,026,482		12,207,321		6,690,826

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per common share is calculated as follows:

	Year Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(32,166	)	$	(24,297	)	$	(45,515	)
Preferred dividends		(6,400	)		(3,662	)		-
Net loss available to common stockholders	$	(38,566	)	$	(27,959	)	$	(45,515	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		33,092,896			32,318,201			32,539,748
Net loss per common share, basic and diluted	$	(1.17	)	$	(0.87	)	$	(1.40	)

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories:

	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market mutual funds ⁽¹⁾	$	24,150	$	-	$	-	$	24,150
Available-for-sale securities ⁽²⁾		-		37,049		-		37,049
Contingently returnable consideration ⁽³⁾		-		-		879		879
Total assets	$	24,150	$	37,049	$	879	$	62,078
Liabilities:
Contingent consideration ⁽³⁾	$	-	$	-	$	675	$	675
Total liabilities	$	-	$	-	$	675	$	675

	December 31, 2020
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market mutual funds ⁽¹⁾	$	87,224	$	-	$	-	$	87,224
Total assets	$	87,224	$	-	$	-	$	87,224

(1)

(2)	During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent for future use of those securities. Amortized cost of these securities approximates their fair value.

(3)

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2021

Marketable Securities [Abstract]

Marketable Securities

6. Marketable Securities

Available-for-Sale Securities

	As of December 31, 2021
Sector:	Amortized cost		Allowance for credit losses		Net carrying amount		Gross unrealized gains		Gross unrealized losses		Fair value
Financial	$	37,049	$	-	$	37,049	$	-	$	-	$	37,049
Total	$	37,049	$	-	$	37,049	$	-	$	-	$	37,049

Held-to-Maturity Securities

	As of December 31, 2020
Sector:	Amortized cost		Allowance for credit losses		Net carrying amount		Gross unrealized gains		Gross unrealized losses			Fair value
Industrial	$	8,993	$	-	$	8,993	$	-	$	-		$	8,993
Financial		55,943		-		55,943		-		(5	)		55,938
Government		30,149		-		30,149		6		-			30,155
Total	$	95,085	$	-	$	95,085	$	6	$	(5	)	$	95,086

	As of December 31, 2021
Sector:	Net Carrying Amount of Sold Securities		Sale Proceeds		Gross Realized Gains Included in Earnings		Gross Realized Losses Included in Earnings
Industrial	$	6,319	$	6,312	$	-	$	(7	)
Financial		29,647		29,635		3		(15	)
Government		9,056		9,050		-		(6	)
Total	$	45,022	$	44,997	$	3	$	(28	)

Subsequent to year end, all of the Company’s marketable securities have been converted to cash equivalents.

Schedule of company's sold investments from its held-to-maturity portfolio

	As of December 31, 2021
Sector:	Net Carrying Amount of Sold Securities		Sale Proceeds		Gross Realized Gains Included in Earnings		Gross Realized Losses Included in Earnings
Industrial	$	6,319	$	6,312	$	-	$	(7	)
Financial		29,647		29,635		3		(15	)
Government		9,056		9,050		-		(6	)
Total	$	45,022	$	44,997	$	3	$	(28	)

Accounts receivable, Net (Tables)

12 Months Ended

Dec. 31, 2021

Accounts Receivable Net [Abstract]

Summary of Account Receivable, Net

Accounts receivable, net include:

	As of December 31,
Accounts receivable, net	2021			2020
Accounts receivable	$	18,970		$	26,791
Less: Allowance for credit losses		(167	)		(200	)
Less: Allowance for returns		(2,312	)		(4,351	)
Total accounts receivable, net	$	16,491		$	22,240

Allowance for Credit Losses

The company uses a current expected credit loss model. Accounts receivable and allowance for credit losses are discussed in Note 7.

	Year ended December 31,
Allowance for credit losses	2021			2020			2019
Beginning of period	$	200		$	155		$	392
Provision for credit losses		34			212			111
Write-offs and recoveries		(67	)		(167	)		(348	)
End of period	$	167		$	200		$	155

Schedule of allowance for returns

	Year ended December 31,
Allowance for returns	2021			2020			2019
Beginning of period	$	4,351		$	2,760		$	3,192
Charged against revenue		756			7,851			3,761
Deductions		(2,795	)		(6,260	)		(4,193	)
End of period	$	2,312		$	4,351		$	2,760

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following as of December 31:

Property and equipment	2021			2020
Developed software	$	64,767		$	57,300
Computers and related equipment		36,133			33,872
Purchased software and licenses		31,057			31,362
Leasehold improvements		7,026			7,591
Furniture and fixtures		6,501			7,015
Other equipment		1,601			2,339
Total property and equipment, at cost		147,085			139,479
Accumulated depreciation and amortization		(119,883	)		(109,778	)
Property and equipment, net	$	27,202		$	29,701

Schedule of Depreciation and Amortization Expense

The following table presents depreciation and amortization expense for the year ended December 31:

Depreciation and amortization expense		2021				2020				2019
Depreciation and amortization expense related to property and equipment		$	14,418			$	13,516			$	11,819

Schedule of Depreciation and Amortization Expense by Income Statement Location

The following table presents depreciation and amortization expense reported in the statement of operations for the year ended December 31:

Depreciation and amortization expense	2021		2020		2019
Cost of revenue	$	18,384	$	17,469	$	14,986
Sales and marketing		1,255		1,479		1,625
Research and development		2,604		2,848		2,963
General and administrative		829		944		844
Total depreciation and amortization expense	$	23,072	$	22,740	$	20,418

Schedule of Capitalized Software Development Costs

The following tables present supplementary information about capitalized software development costs:

	Year ended December 31,
Capitalized software development costs	2021		2020		2019
Capitalized	$	7,467	$	11,558	$	9,784
Amortization expense	$	9,117	$	7,455	$	5,130
Impairment	$	-	$	620	$	-

	As of December 31,
Capitalized software development costs	2021		2020
Net book value	$	16,292	$	17,942

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Change in Carrying Amount of Goodwill

The following tables present the changes in goodwill and the gross carrying amounts of the components of goodwill as of December 31:

Changes in goodwill	2021		2020
Goodwill on January 1	$	12,857	$	12,857
Additions from business combination		21,380		-
Impairment		-		-
Goodwill on December 31	$	34,237	$	12,857

Gross carrying amounts	2021			2020
Goodwill	$	35,907		$	14,527
Accumulated impairment loss		(1,670	)		(1,670	)

Acquisition-Related Intangible Assets

Information regarding the Company’s acquisition-related intangible assets is as follows:

	As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Trademarks	$	1,190	$	(505	)	$	685		3.1
Developed technology		12,500		(3,829	)		8,671		5.1
Customer agreements		16,460		(4,682	)		11,778		6.0
Non-compete agreements		126		(126	)		-		-
Total	$	30,276	$	(9,142	)	$	21,134		5.6



	As of December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted- Average Remaining Useful Life (in years)
Trademarks	$	840	$	(399	)	$	441		5.2
Developed technology		7,900		(2,436	)		5,464		4.2
Customer agreements		8,160		(3,672	)		4,488		5.2
Non-compete agreements		126		(126	)		-		-
Total	$	17,026	$	(6,633	)	$	10,393		4.8

Schedule of Expected Amortization Expense for Intangible Assets

As of December 31, 2021, expected amortization expense for the intangible assets for each of the next five years and thereafter was as follows:

	Amortization expense
Year Ending December 31,
2022	$	4,292
2023		4,271
2024		4,117
2025		2,998
2026		1,986
Thereafter		3,470
Total	$	21,134

Amortization and impairment of acquisition-related intangible assets

Amortization and impairment of acquisition-related intangible assets is as follows:

	Year ended December 31,
Amortization of acquisition-related intangible assets	2021		2020		2019
Amortization expense	$	2,509	$	2,274	$	1,933
Impairment	$	-	$	-	$	-

Convertible Senior Notes (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Convertible Notes

The following table sets forth information about the balances of the Notes as of December 31:

	2021			2020
Liability Component:
Principal	$	121,069		$	221,250
Less: debt discount, net of amortization		(13,788	)		(36,942	)
Net carrying amount	$	107,281		$	184,308
Equity component (a)		52,973			56,539
Remaining discount amortization period (in years)		1.96

(a)

Recorded in the consolidated balance sheets within additional paid-in capital, net of $1,550 transaction costs in stockholders’ deficit.

Summary of Recognized Interest Expense

The following table sets forth total interest expense recognized related to the Notes:

	Year Ended December 31,
	2021			2020
1.25% coupon	$	2,418		$	2,921
Amortization of debt discount and transaction costs		10,234			11,656
Total interest expense	$	12,652		$	14,577
Effective interest rate on liability component		8.68	%		7.83	%

Schedule of Fair Value and Carrying Value of Convertible Senior Notes

	As of December 31, 2021				As of December 31, 2020
	Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible senior notes	$	113,805	$	107,281	$	192,587	$	184,308

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases

Supplemental cash flow information related to the Company’s operating and finance leases was as follows:

	Year Ended December 31,
Cash Paid for Amounts Included in the Measurement of Lease Liabilities	2021		2020		2019
Financing cash flows from finance leases	$	5,125	$	10,200	$	5,884
Operating cash flows from finance leases	$	4,437	$	8,090	$	8,527
Operating cash flows from operating leases	$	487	$	557	$	599
ROU Assets Obtained in Exchange for New Lease Obligations
Finance lease liabilities	$	3,277	$	3,593	$	4,248
Operating lease liabilities	$	-	$	-	$	1,107

Schedule of Operating and Finance Lease Expense

The components of operating lease expense were as follows:

	Year Ended December 31,
Operating lease expense	2021			2020		2019
Fixed operating lease expense	$	324		$	414	$	705
Short-term lease expense		80			405		33
Variable operating lease expense		99			112		145
Total operating lease expense		503			931		883
Sublease income		(124	)		-		(28	)
Net operating lease cost	$	379		$	931	$	855

The components of finance lease expense were as follows:

	Year Ended December 31,
Finance lease expense	2021			2020		2019
Amortization of ROU assets	$	8,654		$	9,224	$	8,599
Interest on lease liabilities		7,826			8,051		8,535
Variable finance lease expense		173			46		53
Total finance lease expense		16,653			17,321		17,187
Sublease income		(275	)		-		-
Net finance lease cost	$	16,378		$	17,321	$	17,187

Schedule of Operating Lease Assets and Liabilities

Lease Assets and Liabilities	Classification	As of December 31, 2021			As of December 31, 2020
Assets
Operating lease ROU asset - Buildings	Operating lease right-of-use assets	$	774		$	1,107

Liabilities
Operating lease ROU liabilities, current portion	Lease liabilities, current	$	325		$	300
Operating lease ROU liabilities, net of current portion	Lease liabilities, non-current		943			1,268
Total operating lease liabilities		$	1,268		$	1,568

Weighted average remaining lease term (in years)			4.43			5.21
Weighted average discount rate			6.07	%		6.04	%

Schedule of Maturities of Operating Lease Liabilities

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2021:

	Operating Leases
Year Ending December 31,
2022	$	391
2023		398
2024		175
2025		179
2026		183
Thereafter		123
Total minimum lease payments		1,449
Less: imputed interest		(181	)
Total operating lease liabilities	$	1,268

Schedule of Finance Lease Assets and Liabilities

Lease Assets and Liabilities	Classification	As of December 31, 2021			As of December 31, 2020
Assets
Finance lease ROU asset	Finance lease right-of-use assets, net	$	80,978		$	85,040
Finance lease ROU accumulated amortization	Finance lease right-of-use assets, net		(24,504	)		(16,370	)
Finance lease ROU assets, net		$	56,474		$	68,670

Liabilities
Finance lease ROU liabilities, current portion	Lease liabilities, current	$	7,050		$	5,034
Finance lease ROU liabilities, net of current portion	Lease liabilities, non-current		74,806			77,916
Total finance lease liabilities		$	81,856		$	82,950

Weighted average remaining lease term (in years)			9.44			10.31
Weighted average discount rate			10.44	%		9.53	%

Schedule of Maturities of Finance Lease Liabilities

The following table presents the maturity of the Company’s finance lease liabilities as of December 31, 2021:

	Finance Leases
Year Ending December 31,
2022	$	14,371
2023		12,260
2024		12,116
2025		11,596
2026		11,943
Thereafter		65,311
Total minimum lease payments		127,597
Less: imputed interest		(45,741	)
Total finance lease liabilities	$	81,856

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Number of Awards Outstanding

The Company has issued two types of awards under these plans: stock options and RSUs. The following table sets forth the number of awards outstanding for each award type:

	As of December 31,
Award type outstanding - 2012 Plan	2021		2020		2019
Restricted stock units		2,964,112		2,590,877		1,970,555
Stock options		96,553		121,928		206,447

Compensation Expense Related to Stock Options

Stock-based compensation expense	2021		2020		2019
Cost of revenue	$	2,081	$	3,703	$	3,569
Sales and marketing		2,876		3,081		3,799
Research and development		1,644		2,555		3,265
General and administrative		7,304		5,198		8,939
Total stock-based compensation expense	$	13,905	$	14,537	$	19,572

Summary of Unvested Restricted Stock Units Activity

The summary of unvested restricted stock units under the 2012 Plan is as follows:

	Restricted stock units			Weighted average grant date fair value
Unvested at December 31, 2020		2,590,877		$	14.40
Granted		2,811,624			13.23
Forfeited		(1,342,649	)		12.76
Vested		(1,095,740	)		15.07
Unvested at December 31, 2021		2,964,112		$	13.71

Summary of Option Activity

The following is a summary of the option activity for the year ended December 31, 2021:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding balance at December 31, 2020		121,928		$	11.73
Granted		-			-
Exercised		(24,250	)		10.57
Forfeited		(1,125	)		10.66
Expired		-			-
Outstanding balance at December 31, 2021		96,553		$	12.04		1.1	$	16
Exercisable at December 31, 2021		96,553		$	12.04		1.1	$	16
Vested and expected to vest at December 31, 2021		96,553		$	12.04		1.1	$	16

Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shares of Common Stock Reserved for Future Issuance

At December 31, 2021, the Company had reserved a total of 10,885,874 of its authorized 95,000,000 shares of common stock for future issuance as follows:

Outstanding stock options			96,553
Restricted stock units			3,319,578
Available for future issuance under stock award plans			2,050,954
Available for future issuance under ESPP			85,455
Issuable upon conversion of Series A Preferred Stock			5,333,334
Total common shares reserved for future issuance			10,885,874

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Summary of Disaggregation of Revenue by Service Line with Reportable Segments

The following table provides information about disaggregation of revenue by service line:

	Year ended December 31
	2021		2020		2019
Service line
Subscription	$	178,759	$	179,743	$	195,091
Platform		39,576		35,101		33,654
Total software services	$	218,335	$	214,844	$	228,745
Professional services		44,762		53,297		66,941
Total	$	263,097	$	268,141	$	295,686

Summary of Contract Assets and Contract Liabilities

The following table provides information about contract assets and contract liabilities from contracts with customers:

	Balance at Beginning of Period		Balance at End of Period
As of December 31, 2021
Contract assets	$	15,105	$	18,051
Contract liabilities
Deferred revenue	$	32,204	$	30,133


As of December 31, 2020
Contract assets	$	16,685	$	15,105
Contract liabilities
Deferred revenue	$	38,508	$	32,204

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of Components of Income Tax (Benefit) Expense

The following table summarizes the components of income tax expense for the years ended December 31:

Current:	2021			2020		2019
Federal	$	-		$	-	$	-
State and local		107			22		27
Total current expense	$	107		$	22	$	27
Deferred:
Federal	$	(3,067	)	$	-	$	-
State and local		-			-		-
Total deferred taxes	$	(3,067	)	$	-	$	-

Reconciliation Between Effect of Applying Federal Statutory Rate and Effective Income Tax Rate Used to Calculate Income Tax Provision

	2021			2020			2019
Federal statutory rate		21.0	%		21.0	%		21.0	%
Effect of:
State income taxes, net of federal benefit		4.7	%		1.8	%		8.2	%
Change in state tax rates		(28.3	%)		3.8	%		2.9	%
Change in valuation allowance		15.8	%		(13.7	%)		(33.7	%)
State tax credits		(0.3	%)		(0.6	%)		1.4	%
Stock-based compensation		(3.2	%)		(11.5	%)		2.5	%
Section 162(m)		(0.9	%)		(0.2	%)		(1.2	%)
Other permanent items		(0.3	%)		(0.6	%)		(1.1	%)
Income tax provision effective rate		8.5	%		0.0	%		0.0	%

Components of Deferred Tax Asset and Liability

The significant components of the Company’s deferred tax asset and liability were as follows as of December 31:

Deferred tax assets relating to:	2021			2020
Net operating loss carryforwards	$	82,398		$	93,408
Deferred revenue		7,873			7,499
Commissions and incentive accrual		839			1,945
Deferred rent		129			136
State tax credits		8,509			8,414
Stock-based compensation		2,273			2,684
Compensation and other accruals		1,618			1,455
Finance lease right-of-use liabilities		20,636			22,567
Total gross deferred tax assets		124,275			138,108
Deferred tax liabilities
Finance lease right-of-use assets	$	(14,755	)	$	(20,193	)
Property and equipment and intangible assets		(6,955	)		(4,366	)
Convertible debt		(4,468	)		(9,806	)
Total gross deferred tax liabilities		(26,178	)		(34,365	)
Deferred tax assets less liabilities		98,097			103,743
Less: valuation allowance		(98,223	)		(103,743	)
Net deferred tax asset (liability)	$	(126	)	$	-

Summary of Deferred Valuation Allowance

The following table provides information about the Company’s deferred tax valuation allowance

	Year ended December 31,
Deferred tax valuation allowance	2021			2020		2019
Beginning of period	$	103,743		$	102,517	$	82,308
Additions charged against expenses		-			1,226		22,446
Deductions		(5,520	)		-		(2,237	)
End of period	$	98,223		$	103,743	$	102,517

Reconciliation of Unrecognized Tax Benefits

	2021			2020		2019
Balance at beginning of year	$	437		$	437	$	437
Additions based on tax positions related to the current year		-			-		-
Additions for tax positions in prior years		103			-		-
Reductions for tax positions of prior years		-			-		-
Reductions for tax positions due to lapse of statute		(71	)		-		-
Settlements		-			-		-
Balance at end of year	$	469		$	437	$	437

Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) Customer ReportingUnit	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2019 USD ($) Customer
Summary Of Significant Accounting Policies [Line Items]
Restructuring costs				$ 4,127	$ 5,616	$ 0
Contract cost payments, description				0
Number of reporting units \| ReportingUnit				1
Advertising costs				$ 329	$ 308	$ 332
Capitalized Software Development Costs
Summary Of Significant Accounting Policies [Line Items]
Useful lives for property and equipment				3 years
Customer Concentration Risk \| Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
No of Customer \| Customer				0	0
Customer Concentration Risk \| Accounts Receivable \| Employer
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage				10.00%	10.00%
Customer Concentration Risk \| Total Revenue
Summary Of Significant Accounting Policies [Line Items]
No of Customer \| Customer				0	0	0
Customer Concentration Risk \| Total Revenue \| Employer
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage				10.00%	10.00%	10.00%
Cost of Revenue
Summary Of Significant Accounting Policies [Line Items]
Estimated Amortization Period Of Contract Costs				5 years
Minimum \| Sales and Marketing Expense
Summary Of Significant Accounting Policies [Line Items]
Estimated Amortization Period Of Contract Costs				4 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents maturity period				3 months
Maximum \| Sales and Marketing Expense
Summary Of Significant Accounting Policies [Line Items]
Estimated Amortization Period Of Contract Costs				5 years
UNITED STATES
Summary Of Significant Accounting Policies [Line Items]
Restructuring costs	$ 1,400	$ 5,616	$ 2,727
Percentage of employees reduction plan	0.00%	17.00%	0.00%

Schedule of deferred contract costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Income Statements Captions [Line Items]
Deferred contract costs and other non-current assets	$ 8,864	$ 10,259
Sales and Marketing Expense
Condensed Income Statements Captions [Line Items]
Deferred contract costs and other non-current assets	4,418	5,624
Costs to obtain contracts included in sales and marketing expense	2,971	3,275	$ 3,662
Cost of Revenue
Condensed Income Statements Captions [Line Items]
Deferred contract costs and other non-current assets	2,887	3,639
Costs to obtain contracts included in sales and marketing expense	$ 1,298	$ 1,285	$ 2,790

Estimated Useful Lives for Significant Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2021
Computers and Related Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	3 years
Computers and Related Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	5 years
Purchased Software and Licenses \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	1 year
Purchased Software and Licenses \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	7 years
Developed software
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	3 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	7 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	Lesser of estimated useful life of asset or lease term
Other Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	5 years
Other Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives for property and equipment	12 years

Business Combination - Additional Information (Detail) - USD ($)		12 Months Ended
	Nov. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill		$ 34,237,000	$ 12,857,000	$ 12,857,000
Identifiable intangible assets acquired, Weighted average amortization period		5 years 7 months 6 days	4 years 9 months 18 days
Connecture, Inc
Business Acquisition [Line Items]
Purchase price	100.00%
Business combination, consideration transferred, other	$ 28,471,000
Goodwill	$ 21,380,000
Identifiable intangible assets acquired, Weighted average amortization period	6 years 10 months 24 days
Contingent liabilities	$ 0
Contingent consideration placed into escrow		$ 0
Contingently returnable assets	879,000
Contingent consideration	$ 675,000
Connecture, Inc \| General and Administrative
Business Acquisition [Line Items]
Business acquisition related costs		$ 493,000

Summary of Fair Value of Consideration Paid and Amounts of Assets Acquired and Liabilities Assumed Recognized at Acquisition Date (Detail) - USD ($) $ in Thousands	Nov. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Goodwill		$ 34,237	$ 12,857	$ 12,857
Connecture, Inc
Consideration Transferred
Cash consideration transferred	$ 31,628
Contingently returnable consideration	(879)
Consideration payable	500
Contingent consideration	675
Fair value of total purchase price consideration	31,924
Cash acquired	(3,453)
Fair value of total purchase price consideration, net of cash acquired	28,471
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable, net	2,866
Contract, prepaid and other current assets	453
Intangible assets	13,250
Accounts payable and accrued expenses	(435)
Deferred revenue, current portion	(5,849)
Deferred tax liability	(3,194)
Total identifiable net assets	7,091
Goodwill	21,380
Total identifiable net assets and goodwill	$ 28,471

Common Share Equivalents Securities Excluded from Calculation of Weighted Average Common Share Outstanding (Detail) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common share equivalents	11,026,482	12,207,321	6,690,826
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common share equivalents	3,319,578	2,590,877	1,970,555
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common share equivalents	96,553	121,928	206,447
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common share equivalents	2,277,017	4,161,182	4,513,824
Conversion of Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive common share equivalents	5,333,334	5,333,334	0

Basic and Diluted Net Loss per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (32,166)	$ (24,297)	$ (45,515)
Preferred dividends	(6,400)	(3,662)	0
Net loss available to common stockholders	$ (38,566)	$ (27,959)	$ (45,515)
Denominator:
Basic and diluted	33,092,896	32,318,201	32,539,748
Basic and diluted	$ (1.17)	$ (0.87)	$ (1.40)

- Definition

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

+ References

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)
$ in Thousands

Dec. 31, 2021

Dec. 31, 2020

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Available-for-sale securities

$ 37,049

Fair Value, Measurements, Recurring

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets

62,078

$ 87,224

Total liabilities

675

Fair Value, Measurements, Recurring | Money market mutual funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Money market mutual funds

^[1]

24,150

87,224

Fair Value, Measurements, Recurring | Available-for-sale securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Available-for-sale securities

^[2]

37,049

Fair Value, Measurements, Recurring | Contingently returnable consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingently returnable consideration (3)

^[3]

879

Fair Value, Measurements, Recurring | Contingent consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingent liabilities

^[3]

675

Fair Value, Measurements, Recurring | Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets

24,150

87,224

Total liabilities

Fair Value, Measurements, Recurring | Level 1 | Money market mutual funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Money market mutual funds

^[1]

24,150

87,224

Fair Value, Measurements, Recurring | Level 1 | Available-for-sale securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Available-for-sale securities

^[2]

Fair Value, Measurements, Recurring | Level 1 | Contingently returnable consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingently returnable consideration (3)

^[3]

Fair Value, Measurements, Recurring | Level 1 | Contingent consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingent liabilities

^[3]

Fair Value, Measurements, Recurring | Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets

37,049

Total liabilities

Fair Value, Measurements, Recurring | Level 2 | Money market mutual funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Money market mutual funds

^[1]

Fair Value, Measurements, Recurring | Level 2 | Available-for-sale securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Available-for-sale securities

^[2]

37,049

Fair Value, Measurements, Recurring | Level 2 | Contingently returnable consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingently returnable consideration (3)

^[3]

Fair Value, Measurements, Recurring | Level 2 | Contingent consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingent liabilities

^[3]

Fair Value, Measurements, Recurring | Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets

879

Total liabilities

675

Fair Value, Measurements, Recurring | Level 3 | Money market mutual funds

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Money market mutual funds

^[1]

$ 0

Fair Value, Measurements, Recurring | Level 3 | Available-for-sale securities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Available-for-sale securities

^[2]

Fair Value, Measurements, Recurring | Level 3 | Contingently returnable consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingently returnable consideration (3)

^[3]

879

Fair Value, Measurements, Recurring | Level 3 | Contingent consideration

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingent liabilities

^[3]

$ 675

[1]	Money market mutual funds are classified as cash equivalents in the Company’s consolidated balance sheets, as short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase. The Company’s cash equivalent money market funds have carrying values that approximate fair value.
[2]	During the year ended December 31, 2021, the Company changed the classification of its marketable securities from held-to-maturity to available-for-sale based on its intent for future use of those securities. Amortized cost of these securities approximates their fair value.
[3]	During the year ended December 31, 2021, the Company recorded contingently returnable consideration and contingent consideration as a result of its acquisition of Tango Health, Inc., as described in Note 3. The Company measures the contingently returnable asset and contingent consideration at fair value using significantly unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to estimate future cash flow and subsequently converted those cash flow to a single present value amount. The significant unobservable input used in the fair value of contingently returnable asset consisted of a certain renewal of an agreement to be completed by June 30, 2022. The significant unobservable input used in the fair value of contingent consideration is the attainment of certain sales criteria and the probability outcome assigned to those criteria by January 31, 2022. Significant increases or decreases to either of these inputs would result in a significantly higher or lower asset or liability capped by reasonable assumption criteria within a relatively short period of time, which allowed for specific assumptions, to be applied.

Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Marketable Securities [Line Items]
Available-for-sale securities	$ 37,049
Allowance for credit losses	0
Net carrying amount	37,049
Gross unrealized gains	0
Gross unrealized losses	0
Fair value	37,049
Amortized cost		$ 95,085
Allowance for credit losses		0
Net carrying amount		95,085
Gross unrealized gains		6
Gross unrealized losses		(5)
Fair value		95,086
Financial
Marketable Securities [Line Items]
Available-for-sale securities	37,049
Allowance for credit losses	0
Net carrying amount	37,049
Gross unrealized gains	0
Gross unrealized losses	0
Fair value	$ 37,049
Amortized cost		55,943
Allowance for credit losses		0
Net carrying amount		55,943
Gross unrealized gains		0
Gross unrealized losses		(5)
Fair value		55,938
Industrial
Marketable Securities [Line Items]
Amortized cost		8,993
Allowance for credit losses		0
Net carrying amount		8,993
Gross unrealized gains		0
Gross unrealized losses		0
Fair value		8,993
Government
Marketable Securities [Line Items]
Amortized cost		30,149
Allowance for credit losses		0
Net carrying amount		30,149
Gross unrealized gains		6
Gross unrealized losses		0
Fair value		$ 30,155

Marketable Securities - Schedule of Company's Sold Investments Held-to-Maturity Portfolio (Detail) $ in Thousands	Dec. 31, 2021 USD ($)
Marketable Securities [Line Items]
Net Carrying Amount of Sold Securities	$ 45,022
Sale Proceeds	44,997
Gross Realized Gains Included in Earnings	3
Gross Realized Losses Included in Earnings	(28)
Industrial
Marketable Securities [Line Items]
Net Carrying Amount of Sold Securities	6,319
Sale Proceeds	6,312
Gross Realized Gains Included in Earnings	0
Gross Realized Losses Included in Earnings	(7)
Financial
Marketable Securities [Line Items]
Net Carrying Amount of Sold Securities	29,647
Sale Proceeds	29,635
Gross Realized Gains Included in Earnings	3
Gross Realized Losses Included in Earnings	(15)
Government
Marketable Securities [Line Items]
Net Carrying Amount of Sold Securities	9,056
Sale Proceeds	9,050
Gross Realized Gains Included in Earnings	0
Gross Realized Losses Included in Earnings	$ (6)

Summary of Account Receivable, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Receivable Net [Abstract]
Accounts receivable	$ 18,970	$ 26,791
Less: Allowance for credit losses	(167)	(200)	$ (155)	$ (392)
Less: Allowance for returns	(2,312)	(4,351)	$ (2,760)	$ (3,192)
Total accounts receivable, net	$ 16,491	$ 22,240

Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable Net [Abstract]
Beginning of period	$ 200	$ 155	$ 392
Provision for credit losses	34	212	111
Write-offs and recoveries	(67)	(167)	(348)
End of period	$ 167	$ 200	$ 155

Schedule of Allowance for Return (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable Net [Abstract]
Beginning of period	$ 4,351	$ 2,760	$ 3,192
Charged against revenue	756	7,851	3,761
Deductions	(2,795)	(6,260)	(4,193)
End of period	$ 2,312	$ 4,351	$ 2,760

Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 147,085	$ 139,479
Accumulated depreciation and amortization	(119,883)	(109,778)
Property and equipment, net	27,202	29,701
Computers and Related Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,133	33,872
Purchased Software and Licenses
Property, Plant and Equipment [Line Items]
Property and equipment, gross	31,057	31,362
Developed software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	64,767	57,300
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,501	7,015
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	7,026	7,591
Other Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,601	$ 2,339

Property and Equipment - Schedule of Depreciation and Amortization Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 25,581	$ 25,014	$ 22,351
Property And Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 14,418	$ 13,516	$ 11,819

Property and Equipment - Schedule of Depreciation and Amortization Expense by Income Statement Location (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	$ 23,072	$ 22,740	$ 20,418
Cost of Revenue
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	18,384	17,469	14,986
Sales and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	1,255	1,479	1,625
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	2,604	2,848	2,963
General and Administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expense	$ 829	$ 944	$ 844

Property and Equipment - Schedule of Capitalized Software Development Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Abstract]
Capitalized	$ 7,467	$ 11,558	$ 9,784
Amortization expense	9,117	7,455	$ 5,130
Impairment		620
Net book value	$ 16,292	$ 17,942

Property and Equipment - Additional information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Property Plant And Equipment [Abstract]
Impairment	$ 620

Goodwill and Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 12,857
Additions from business combination	21,380
Impairment	0
Goodwill	34,237
Gross carrying amounts
Goodwill	35,907	$ 14,527
Accumulated impairment loss	$ (1,670)	$ (1,670)

Goodwill and Intangible Assets - Acquisition-Related Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 30,276	$ 17,026
Accumulated Amortization	(9,142)	(6,633)
Net Carrying Amount	$ 21,134	$ 10,393
Identifiable intangible assets acquired, Weighted average amortization period	5 years 7 months 6 days	4 years 9 months 18 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,190	$ 840
Accumulated Amortization	(505)	(399)
Net Carrying Amount	$ 685	$ 441
Identifiable intangible assets acquired, Weighted average amortization period	3 years 1 month 6 days	5 years 2 months 12 days
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 12,500	$ 7,900
Accumulated Amortization	(3,829)	(2,436)
Net Carrying Amount	$ 8,671	$ 5,464
Identifiable intangible assets acquired, Weighted average amortization period	5 years 1 month 6 days	4 years 2 months 12 days
Customer Agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 16,460	$ 8,160
Accumulated Amortization	(4,682)	(3,672)
Net Carrying Amount	$ 11,778	$ 4,488
Identifiable intangible assets acquired, Weighted average amortization period	6 years	5 years 2 months 12 days
Non-compete Agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 126	$ 126
Accumulated Amortization	(126)	(126)
Net Carrying Amount	$ 0	$ 0
Identifiable intangible assets acquired, Weighted average amortization period	0 years	0 years

Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 4,292
2023	4,271
2024	4,117
2025	2,998
2026	1,986
Thereafter	3,470
Net Carrying Amount	$ 21,134	$ 10,393

Goodwill and Intangible Assets - Amortization and impairment of acquisition-related intangible assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Amortization of acquisition-related intangible assets
Amortization expense	$ 2,509	$ 2,274	$ 1,933
Impairment	$ 0	$ 0	$ 0

Convertible Senior Notes - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($) shares Day $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt	$ (7,520,000)	$ 1,138,000	$ 0
Common Stock
Debt Instrument [Line Items]
Closing price of our common stock \| $ / shares		$ 10.66
1.25% Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount	$ 240,000,000			$ 240,000,000
Debt instrument, interest rate				1.25%
Debt instrument, maturity date				Dec. 15, 2023
Initial effective conversion price of debt instrument \| $ / shares	$ 1
Consecutive trading period \| Day	5
Interest rate conversion notes	7.30%
Fair value of the liability conversion notes	$ 181,500,000
Gross proceeds received from issuance of the notes	240,000,000
Difference between gross proceeds received from issuance of the notes and estimated fair value of notes	58,500,000
Transaction costs attributable to the liability component	4,808,000
Transaction costs attributable to the equity component	1,550,000
Debt instrument purchased, aggregate principal amount	100,181,000	$ 18,750,000
Debt instrument repurchased, carrying value	87,592,000	15,346,000
Payment made in cash on purchase of debt	98,678,000	14,619,000
Payment allocated to liability component of notes	95,113,000	14,207,000
Payment allocated to equity component of notes	3,566,000	412,000
Gain (loss) on extinguishment of debt	7,520,000	$ 1,138,000
Payment allocated to broker	$ 501,000
1.25% Convertible Senior Notes \| Call Option
Debt Instrument [Line Items]
Initial strike price \| $ / shares	53.17
Cap price \| $ / shares	89.98
Purchase of convertible note capped call hedge	$ 33,024
Repayment to terminated transaction	$ 98,000
1.25% Convertible Senior Notes \| Maximum
Debt Instrument [Line Items]
Conversion price percentage	1.30
Percent of Senior notes Principal amount to trigger Conversion as product of stock price and conversion rate	98.00%
1.25% Convertible Senior Notes \| Common Stock
Debt Instrument [Line Items]
Debt instrument, conversion ratio	18.8076
Initial effective conversion price of debt instrument \| $ / shares	$ 53.17
Number shares issuable upon conversion \| shares	4,513,824

Schedule of Convertible Notes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Equity component (a)	$ (3,566)	$ (412)
1.25% Convertible Senior Notes
Debt Instrument [Line Items]
Principal	121,069	221,250
Less: debt discount, net of amortization	(13,788)	(36,942)
Net carrying amount	107,281	184,308
Equity component (a)	$ 52,973	$ 56,539
Remaining discount amortization period (in years)	1 year 11 months 15 days

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Schedule of Convertible Notes (Parathetical) (Detail) - 1.25% Convertible Senior Notes $ in Thousands	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Transaction costs attributable to the equity component	$ 1,550
Additional Paid-in Capital
Debt Instrument [Line Items]
Transaction costs attributable to the equity component	$ 1,550

Summary of Recognized Interest Expense (Detail) - 1.25% Convertible Senior Notes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
1.25% coupon	$ 2,418	$ 2,921
Amortization of debt discount and transaction costs	10,234	11,656
Total interest expense	$ 12,652	$ 14,577
Effective interest rate on liability component	8.68%	7.83%

Schedule of Fair Value and Carrying Value of Convertible Senior Notes (Detail) - 1.25% Convertible Senior Notes - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Fair Value	$ 113,805	$ 192,587
Carrying Value	$ 107,281	$ 184,308

Revolving Line of Credit - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 03, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Line Of Credit Facility [Line Items]
Payments on revolving line of credit		$ 0	$ 10,000	$ 0
Proceeds from line of credit borrowing		0	10,000	$ 0
Hardware and Software
Line Of Credit Facility [Line Items]
Proceeds from line of credit borrowing			10,000
Revolving Line of Credit Agreement
Line Of Credit Facility [Line Items]
Payments on revolving line of credit		0
Amount outstanding under credit facility		0	$ 0
Line of credit facility current borrowing capacity available		$ 50,000
Interest rate		2.75%
Revolving Line of Credit Agreement \| Hardware and Software
Line Of Credit Facility [Line Items]
Payments on revolving line of credit		$ 10,000
Revolving Line of Credit Agreement \| Silicon Valley Bank
Line Of Credit Facility [Line Items]
Line of credit facility expiration date	Feb. 20, 2020
Line of credit facility, expiration period	3 years
Line of credit facility current maximum borrowing capacity	$ 50,000
Line of credit facility expanded maximum borrowing capacity	$ 100,000
Description of customary representations and warranties and restrictive covenants	Company to maintain a Consolidated Adjusted Quick Ratio (“AQR”) of (i) Consolidated Quick Assets to (ii) Consolidated Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00 as of the last day of any fiscal quarter, and, if the AQR is less than 2.00 to 1.00, a Minimum Consolidated EBITDA of at least $1.00 for any such fiscal quarter calculated on a trailing 12-month basis. The Company has also agreed to fiscal year dollar limits on its capital expenditures.
Federal funds effective rate plus	0.50%
Revolving Line of Credit Agreement \| Silicon Valley Bank \| Minimum
Line Of Credit Facility [Line Items]
Interest rate margin to be added on prime rate	(0.50%)
Line of credit facility, unused capacity, commitment fee percentage	0.00%
Adjusted Quick Ratio	1.25
EBITDA	1.00
Revolving Line of Credit Agreement \| Silicon Valley Bank \| Maximum
Line Of Credit Facility [Line Items]
Interest rate margin to be added on prime rate	0.50%
Line of credit facility, unused capacity, commitment fee percentage	0.40%
Adjusted Quick Ratio	2.00

Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 13, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Financing cash flows from finance leases	$ 3,993	$ 5,125	$ 10,200	$ 5,884
Operating cash flows from finance leases		4,437	8,090	8,527
Operating cash flows from operating leases		487	557	599
ROU Assets Obtained in Exchange for New Lease Obligations
Finance lease liabilities		3,277	$ 3,593	4,248
Operating lease liabilities		$ 0		$ 1,107

Schedule of Operating Lease Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]
Fixed operating lease expense	$ 324	$ 414	$ 705
Short-term lease expense	80	405	33
Variable operating lease expense	99	112	145
Total operating lease expense	503	931	883
Sublease income	(124)	0	(28)
Net operating lease cost	$ 379	$ 931	$ 855

Schedule of Operating Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Operating lease right-of-use assets	$ 774	$ 1,107
Liabilities
Operating lease ROU liabilities, current portion	325	$ 300
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		us-gaap:LiabilitiesCurrent
Operating lease ROU liabilities, net of current portion	943	$ 1,268
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]		Other non-current liabilities
Total operating lease liabilities	$ 1,268	$ 1,568
Weighted average remaining lease term (in years)	4 years 5 months 4 days	5 years 2 months 15 days
Weighted average discount rate	6.07%	6.04%
Buildings
Assets
Operating lease right-of-use assets	$ 774	$ 1,107

Commitments and Contingencies - Additional Information (Detail) $ in Thousands		1 Months Ended		12 Months Ended
	Mar. 13, 2020 USD ($) Lease	Nov. 30, 2021 USD ($)	Apr. 30, 2021 USD ($) Building	Dec. 31, 2021 USD ($) Building	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Feb. 29, 2020 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Impairment loss		$ 96			$ 296
Number of buildings leased \| Building			1	3
Finance lease, liability, payment, due				$ 127,597			$ 3,723
Financing lease right-of-use assets				56,474	68,670		3,593
Finance lease, liability				81,856	82,950		3,593
Number of leases for office space \| Lease	3
Payment for future rent due in the first half of 2021	$ 3,993			5,125	10,200	$ 5,884
Percentage of discount rate on rent for the Period	17.00%
Finance lease, liability, payments, due year one				14,371			784
Finance lease, liability, payments, due year two				12,260			1,470
Finance lease, liability, payments, due year three				$ 12,116			$ 1,470
Lessee, finance lease, description				The Company has entered into various purchase agreements to obtain property and equipment for operations that are accounted for as finance leases. These arrangements have original terms ranging from 3 to 5 years with interest rates ranging from 2.99% to 7.61%. The leases are secured by the underlying leased property and equipment
Extended leases, expiration date			May 31, 2028
Finance lease, impairment loss			$ 4,003
Software and maintenance
Commitments And Contingencies Disclosure [Line Items]
Financing obligation				$ 8,785
Lease and financing arrangement
Commitments And Contingencies Disclosure [Line Items]
Financing obligation				$ 13	$ 722
Minimum
Commitments And Contingencies Disclosure [Line Items]
Finance lease, term of contract				3 years
Finance lease, interest rate under lease agreement				2.99%
Maximum
Commitments And Contingencies Disclosure [Line Items]
Finance lease, term of contract				5 years
Finance lease, interest rate under lease agreement				7.61%
South Carolina [Member]
Commitments And Contingencies Disclosure [Line Items]
Finance lease, liability, payment, due				$ 3,498
Finance lease, liability, average annualized payments				1,166
Finance lease, liability				$ 3,277

Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
2022	$ 391
2023	398
2024	175
2025	179
2026	183
Thereafter	123
Total minimum lease payments	1,449
Less: imputed interest	(181)
Total operating lease liabilities	$ 1,268	$ 1,568

Schedule of Finance Lease Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income And Expenses Lessee [Abstract]
Amortization of ROU assets	$ 8,654	$ 9,224	$ 8,599
Interest on lease liabilities	7,826	8,051	8,535
Variable finance lease expense	173	46	53
Total finance lease expense	16,653	17,321	17,187
Sublease income	(275)
Net finance lease cost	$ 16,378	$ 17,321	$ 17,187

Schedule of Finance Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Feb. 29, 2020
Assets
Finance lease ROU asset	$ 80,978	$ 85,040
Finance lease ROU accumulated amortization	(24,504)	(16,370)
Finance lease ROU assets, net	56,474	68,670	$ 3,593
Liabilities
Finance lease ROU liabilities, current portion	7,050	$ 5,034
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]		us-gaap:LiabilitiesCurrent
Finance lease ROU liabilities, net of current portion	74,806	$ 77,916
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]		Other non-current liabilities
Total finance lease liabilities	$ 81,856	$ 82,950	$ 3,593
Weighted average remaining lease term (in years)	9 years 5 months 8 days	10 years 3 months 21 days
Weighted average discount rate	10.44%	9.53%

Schedule of Maturities of Finance Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Feb. 29, 2020
Contractual Obligation Fiscal Year Maturity Schedule [Abstract]
2022	$ 14,371		$ 784
2023	12,260		1,470
2024	12,116		1,470
2025	11,596
2026	11,943
Thereafter	65,311
Total minimum lease payments	127,597		3,723
Less: imputed interest	(45,741)
Total finance lease liabilities	$ 81,856	$ 82,950	$ 3,593

Redeemable Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Jun. 04, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Stockholders Equity [Line Items]
Issuance of Series A Preferred stock for cash, net of issuance costs (in shares)			1,777,778	1,777,778
Preferred stock, par value	$ 45
Preferred stock,dividend rate		8.00%
Preferred stock,intial stated value	105.00%
Shares will beneficially own in excess of shares of Common Stock outstanding.	19.90%
Common stock shares ownership	19.90%
Percentage of hold shares of preferred stock originally purchased.	10.00%
Preferred Stock
Schedule Of Stockholders Equity [Line Items]
Buyer and its affiliates descriptions	For so long as the Buyer and its affiliates collectively hold at least 60% of the shares of the Preferred Stock originally purchased by it or the common stock issuable upon conversion thereof, the Company will pay the Buyer a fee of $400 for the first year following closing and $200 per year thereafter. These management and oversight fees are expensed over the period incurred.
Minimum holding percentage of preferred stock			60.00%
Conversion of stock, amount fee			$ 400
Conversion of stock amount, thereafter			200
Issuance costs related to sale of stock			807
Additional reimbursed reasonable fees			$ 150
Maximum
Schedule Of Stockholders Equity [Line Items]
Preferred stock,originally issued remain otstanding	60.00%
Series A Preferred Stock
Schedule Of Stockholders Equity [Line Items]
Issuance of Series A Preferred stock for cash, net of issuance costs (in shares)	1,777,778		1,777,778
Preferred stock, par value	$ 0.001
Preferred stock,purchase price per share	$ 45
Total gross proceeds	$ 80,000
Preferred stock shares converted into common stock shares			5,333,334
Conversion of Preferred Stock
Schedule Of Stockholders Equity [Line Items]
Initial effective conversion price of debt instrument	$ 15.00
Preferred stock shares converted into common stock shares	5,333,334

Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2021 shares	Dec. 31, 2021 USD ($) Day $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Jan. 31, 2012 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, option granted		0	0	0
Number of common shares reserved for issuance under stock plans	355,466				5,111,619
Awards outstanding		96,553	121,928	206,447
Number of restricted stock units, granted		2,811,624
Total compensation cost related to nonvested awards not yet recognized \| $		$ 30,055
Total compensation cost related to nonvested awards not yet recognized period		2 years 10 months 24 days
Number of restricted stock units expected to vest		2,749,586
Intrinsic value of restricted stock units expected to vest \| $		$ 29,311
Aggregate fair value of restricted stock units vested \| $		$ 14,877	$ 6,132	$ 32,065
Number of restricted stock units outstanding		2,964,112	2,590,877	1,970,555
Restricted stock units, aggregate grant date fair value \| $ / shares		$ 13.23
Aggregate intrinsic value of employee options exercised \| $		$ 96	$ 219	$ 958
Performance Based Restricted Stock Units R S Us
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units outstanding		532,527
Restricted stock units, aggregate grant date fair value \| $ / shares		$ 14.60
Number of restricted stock units, granted		318,001
Restricted stock units, aggregate grant date fair value \| $ / shares		$ 15.14
Performance Based Restricted Stock Units R S Us \| Vest on December 31,2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units, granted		699,504
Restricted stock units, aggregate grant date fair value \| $		$ 9,693
Minimum \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock plan vesting period		1 year
Minimum \| Performance Based Restricted Stock Units R S Us \| Vest on December 31,2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued vesting percentage		0.00%
Maximum \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock plan vesting period		4 years
Maximum \| Performance Based Restricted Stock Units R S Us \| Vest on December 31,2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued vesting percentage		100.00%
2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share allocated to stock option plan		2,050,954
Awards outstanding		0
Stock plan vesting period		4 years
Stock plan expiration period from grant date		10 years
2012 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock plan vesting period		1 year
2012 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock plan vesting period		4 years
Inducement Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt instrument consecutive trading days \| Day		20
Inducement Grants \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock plan vesting period		4 years
Number of restricted stock units, granted	248,826	248,826
Inducement Grants \| Performance Based Restricted Stock Units R S Us
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units, granted	106,640	106,640
Restricted stock units, aggregate grant date fair value \| $		$ 1,069
Stock plan, expense amortizing period		2 years 3 months 18 days
Inducement Grants \| Minimum \| Performance Based Restricted Stock Units R S Us
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price of our common stock \| $ / shares		$ 23.00

Number of Awards Outstanding (Detail) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Restricted stock units	2,964,112	2,590,877	1,970,555
Stock options	96,553	121,928	206,447

Compensation Expense Related to Stock Options (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 13,905	$ 14,537	$ 19,572
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	2,081	3,703	3,569
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	2,876	3,081	3,799
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	1,644	2,555	3,265
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 7,304	$ 5,198	$ 8,939

Summary of Unvested Restricted Stock Units Activity (Detail)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Restricted stock units
Restricted stock units, beginning balance \| shares	2,590,877
Restricted stock units, granted \| shares	2,811,624
Restricted stock units, Forfeited \| shares	(1,342,649)
Restricted stock units, Vested \| shares	(1,095,740)
Restricted stock units, ending balance \| shares	2,964,112
Weighted average grant date fair value
Weighted average grant date fair value, beginning balance \| $ / shares	$ 14.40
Weighted average grant date fair value, granted \| $ / shares	13.23
Weighted average grant date fair value, Forfeited \| $ / shares	12.76
Weighted average grant date fair value, Vested \| $ / shares	15.07
Weighted average grant date fair value, ending balance \| $ / shares	$ 13.71

Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock options
Beginning Balance	121,928	206,447
Granted	0	0	0
Exercised	(24,250)
Forfeited	(1,125)
Expired	0
Ending Balance	96,553	121,928	206,447
Exercisable	96,553
Vested and expected to vest	96,553
Weighted Average Exercise Price
Beginning Balance	$ 11.73
Granted	0
Exercised	10.57
Forfeited	10.66
Expired	0
Ending Balance	12.04	$ 11.73
Exercisable	12.04
Vested and expected to vest	$ 12.04
Weighted Average Remaining Contractual Term
Outstanding	2 years
Exercisable	2 years
Vested and Expected to Vest	2 years
Aggregate Intrinsic Value
Outstanding	$ 16
Exercisable	16
Vested and Expected to vest	$ 16

Stockholders' Deficit - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2016
Schedule Of Stockholders Equity [Line Items]
Common stock, authorized shares reserved for future issuance	10,885,874
Common stock, shares authorized	95,000,000	50,000,000
Stock repurchased during period, value	$ 0	$ 9,667,000	$ 0
Common Stock, $0.001 Par Value
Schedule Of Stockholders Equity [Line Items]
Repurchase of outstanding common stock		1,106,173
Stock Repurchase Program
Schedule Of Stockholders Equity [Line Items]
Stock repurchase program, number of shares repurchased		1,106,173
Stock repurchase program, amount of shares repurchased		$ 9,667,000
Stock Repurchase Program \| Common Stock, $0.001 Par Value
Schedule Of Stockholders Equity [Line Items]
Repurchase of outstanding common stock	0
Maximum \| Stock Repurchase Program
Schedule Of Stockholders Equity [Line Items]
Stock repurchased during period, value			$ 20,000
Employee Stock Purchase Plan
Schedule Of Stockholders Equity [Line Items]
Common stock shares reserved for purchase				85,455
Percentage of common stock shares purchased on fair market value	95.00%
Maximum value of stock to be purchased per employee during the offering period	$ 12

Common Stock for Future Issuance (Detail) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Stock options	96,553	121,928	206,447
Restricted stock units	2,964,112	2,590,877	1,970,555
Total common shares reserved for future issuance	10,885,874
2012 Stock Plan Plus Nasdaq Inducement [Member]
Class Of Stock [Line Items]
Restricted stock units	3,319,578
Series A Preferred Stock
Class Of Stock [Line Items]
Issuable upon conversion of Series A Preferred Stock	5,333,334
Stock Award Plans
Class Of Stock [Line Items]
Common stock available for future issuance	2,050,954
ESPP
Class Of Stock [Line Items]
Common stock available for future issuance	85,455

Summary of Disaggregation of Revenue by Service Line with Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Revenue	$ 263,097	$ 268,141	$ 295,686
Subscription
Disaggregation Of Revenue [Line Items]
Revenue	178,759	179,743	195,091
Platform
Disaggregation Of Revenue [Line Items]
Revenue	39,576	35,101	33,654
Professional Services
Disaggregation Of Revenue [Line Items]
Revenue	44,762	53,297	66,941
Total Software Services
Disaggregation Of Revenue [Line Items]
Revenue	$ 218,335	$ 214,844	$ 228,745

- 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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123351226&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123359005&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 http://asc.fasb.org/extlink&oid=123351226&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 http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue From Contract With Customer [Abstract]
Contract assets	$ 18,051	$ 15,105	$ 16,685
Contract liabilities
Deferred revenue	$ 30,133	$ 32,204	$ 38,508

Revenue - Additional Information (Detail) - USD ($)	12 Months Ended
Revenue - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Asset impairment charges related to contract assets	$ 0	$ 0
Changes in the contract assets outside of standard revenue and billing activity	0	0
Revenue recognized that was included in the contract liability balance at the beginning of the period	29,142,000	33,092,000
Addition of deferred revenue due to business combination	5,849,000
Aggregate amount of unsatisfied or partially unsatisfied performance obligations	276,000,000
Software Services
Disaggregation Of Revenue [Line Items]
Transaction price adjustments revenue from performance obligations satisfied or partially satisfied	$ 3,784,000	$ 4,374,000

Revenue - Additional Information (Detail1) $ in Thousands	Dec. 31, 2021 USD ($)
Disaggregation Of Revenue [Line Items]
Aggregate amount of unsatisfied or partially unsatisfied performance obligations	$ 276,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Disaggregation Of Revenue [Line Items]
Performance obligations expected satisfaction period	3 years
Aggregate amount of unsatisfied or partially unsatisfied performance obligations	$ 276,000

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Defined benefit plan service period of employees to be eligible to participate in 401(k) plan	1 day
Eligible age of participation in 401 (k) plan	Employees are eligible to participate in the 401(k) Plan after one day of service and upon attainment of age 21
Employers matching contribution, percent	50.00%	50.00%	50.00%
Percentage of employee vesting amount on matching company contribution	20.00%	20.00%	20.00%
Employee's service requisite period for vesting matching company contribution	1 year	1 year	1 year
Employers matching contribution	$ 2,217	$ 2,790	$ 3,370
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employers matching contribution percent of qualifying compensation	3.00%	3.00%	3.00%

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Income Taxes [Line Items]
U.S. federal income tax examination year	2018 2019 2020
Effective tax rate	8.50%	0.00%	0.00%
Percentage of taxable income on utilization of net operating loss in indefinite life period	80.00%
Deferred tax valuation allowance	$ 98,223	$ 103,743
Increase (Decrease) in valuation allowance	5,520	1,226
Gross unrecognized tax benefits	469	437	$ 437	$ 437
Liabilities for unrecognized tax benefit	469
Unrecognized tax benefits that would impact effective tax rate	103
Upcoming Tax Year
Schedule Of Income Taxes [Line Items]
Unrecognized tax benefits that would impact effective tax rate	128
SOUTH CAROLINA
Schedule Of Income Taxes [Line Items]
Tax credit carryovers	10,981	11,088
Corporate Headquarters
Schedule Of Income Taxes [Line Items]
Tax credit carryovers	$ 10,981	11,088
Expiration of tax credit carryforward, beginning year	2022
Expiration of tax credit carryforward, ending year	2035
Federal
Schedule Of Income Taxes [Line Items]
Net operating loss carryforwards	$ 321,373	326,944
State and Local Jurisdiction
Schedule Of Income Taxes [Line Items]
Net operating loss carryforwards	$ 290,783	$ 294,442
Federal and State
Schedule Of Income Taxes [Line Items]
Net operating loss carryforwards expiration, beginning year	2022
Net operating loss carryforwards expiration, ending year	2039
Unrecognized Tax Benefit
Schedule Of Income Taxes [Line Items]
Gross unrecognized tax benefits	$ 469

Summary of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State and local	107	22	27
Total current expense	107	22	27
Deferred:
Federal	(3,067)	0	0
State and local	0	0	0
Total deferred taxes	$ (3,067)	$ 0	$ 0

Reconciliation Between Effect of Applying Federal Statutory Rate and Effective Income Tax Rate Used to Calculate Income Tax Provision (Detail)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	4.70%	1.80%	8.20%
Change in state tax rates	(28.30%)	3.80%	2.90%
Change in valuation allowance	15.80%	(13.70%)	(33.70%)
State tax credits	(0.30%)	(0.60%)	1.40%
Stock-based compensation	(3.20%)	(11.50%)	2.50%
Section 162(m)	(0.90%)	(0.20%)	(1.20%)
Other permanent items	(0.30%)	(0.60%)	(1.10%)
Income tax provision effective rate	8.50%	0.00%	0.00%

Components of Deferred Tax Asset and Liability (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets relating to:
Net operating loss carryforwards	$ 82,398	$ 93,408
Deferred revenue	7,873	7,499
Commissions and incentive accrual	839	1,945
Deferred rent	129	136
State tax credits	8,509	8,414
Stock-based compensation	2,273	2,684
Compensation and other accruals	1,618	1,455
Finance lease right-of-use liabilities	20,636	22,567
Total gross deferred tax assets	124,275	138,108
Deferred tax liabilities
Finance lease right-of-use assets	(14,755)	(20,193)
Property and equipment and intangible assets	(6,955)	(4,366)
Convertible debt	(4,468)	(9,806)
Total gross deferred tax liabilities	(26,178)	(34,365)
Deferred tax assets less liabilities	98,097	103,743
Less: valuation allowance	(98,223)	(103,743)
Net deferred tax asset (liability)	$ (126)	$ 0

Summary of Deferred tax valuation allowance (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Beginning of period	$ 103,743	$ 102,517	$ 82,308
Additions charged against expenses	0	1,226	22,446
Deductions	(5,520)	0	(2,237)
End of period	$ 98,223	$ 103,743	$ 102,517

Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Beginning balance	$ 437	$ 437	$ 437
Additions based on tax positions related to the current year	0	0	0
Additions for tax positions in prior years	103	0	0
Reductions for tax positions of prior years	0	0	0
Reductions for tax positions due to lapse of statute	(71)	0	0
Settlements	0	0	0
Ending balance	$ 469	$ 437	$ 437

Related Parties - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended		6 Months Ended	12 Months Ended
	Apr. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 04, 2020
Related Party Transaction [Line Items]
Preferred stock, shares issued				1,777,778	1,777,778
Dividends on temporary stock				$ 6,400	$ 3,662	$ 0
Due to related party, current					667
Extended leases, expiration date	May 31, 2028
Lease operating expenses			$ 1,241		15,137	10,884
Stockholders and Executives
Related Party Transaction [Line Items]
Service from related party			$ 37		177	$ 256
Related Party Leasing Arrangements \| Non Cancellable Lease
Related Party Transaction [Line Items]
Lease agreement period				15 years
Lease renewal option term				5 years
Percentage of fixed annual rent increases				3.00%
Extended leases, expiration date				Dec. 31, 2031
Series A Preferred Stock
Related Party Transaction [Line Items]
Preferred stock, shares issued				1,777,778			1,777,778
Temporary equity stock issuance fees		$ 150
Dividends on temporary stock				$ 6,400	3,662
Management and oversight fees				286	229
Due to related party, current				$ 0	$ 0