0001102993-22-000080 | 10-Q | XBRL Viewer

Print Document View Excel Document

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	000-30141
Entity Registrant Name	LIVEPERSON, INC.
Entity Central Index Key	0001102993
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3861628
Entity Address, Address Line One	530 7th Ave, Floor M1
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(212)
Local Phone Number	609-4200
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LPSN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,328,068

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 393,330	$ 521,846
Accounts receivable, net of allowances of $8,511 and $6,338 as of September 30, 2022 and December 31, 2021, respectively	100,741	93,804
Prepaid expenses and other current assets	31,919	20,626
Total current assets	525,990	636,276
Operating lease right of use assets (Note 10)	2,270	1,977
Property and equipment, net (Note 6)	135,830	124,726
Contract acquisition costs	39,903	40,675
Intangibles, net (Note 5)	81,457	85,554
Goodwill (Note 5)	300,578	291,215
Deferred tax assets	4,570	5,034
Investment in joint venture	3,993	0
Other assets	2,487	1,199
Total assets	1,097,078	1,186,656
Current liabilities:
Accounts payable	11,975	16,942
Accrued expenses and other current liabilities (Note 7)	118,421	104,297
Deferred revenue (Note 2)	103,219	98,808
Operating lease liability (Note 10)	3,221	3,380
Total current liabilities	236,836	223,427
Deferred revenue, net of current portion (Note 2)	287	54
Convertible senior notes, net (Note 8)	736,475	574,238
Operating lease liability, net of current portion (Note 10)	698	2,733
Deferred tax liability	2,355	2,049
Other liabilities	30,916	34,718
Total liabilities	1,007,567	837,219
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued	0	0
Common stock, $0.001 par value - 200,000,000 shares authorized, 77,934,440 and 74,980,546 shares issued, 75,188,197 and 72,234,303 shares outstanding as of September 30, 2022 and December 31, 2021, respectively	78	75
Additional paid-in capital	757,162	871,788
Treasury stock - 2,746,243 shares	(3)	(3)
Accumulated deficit	(650,638)	(516,859)
Accumulated other comprehensive loss	(17,088)	(5,564)
Total stockholders’ equity	89,511	349,437
Total liabilities and stockholders’ equity	$ 1,097,078	$ 1,186,656

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowances including credit loss and sales reserve	$ 8,511	$ 6,338
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	77,934,440	74,980,546
Common stock, outstanding (in shares)	75,188,197	72,234,303
Treasury stock (in shares)	2,746,243	2,746,243

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 129,561	$ 118,327	$ 392,323	$ 345,823
Costs and expenses
Cost of revenue	43,681	38,795	138,297	112,377
Sales and marketing	49,448	40,852	167,563	116,427
General and administrative	32,171	17,193	92,152	47,784
Product development	44,744	41,734	156,568	112,715
Restructuring costs	7,111	44	17,949	3,269
Amortization of purchased intangibles	920	488	2,742	1,237
Total costs and expenses	178,075	139,106	575,271	393,809
Loss from operations	(48,514)	(20,779)	(182,948)	(47,986)
Other income (expense), net:
Interest income (expense), net	401	(9,442)	(1,713)	(27,852)
Other income (expense), net	5,114	(48)	1,908	3,002
Total other income (expense), net	5,515	(9,490)	195	(24,850)
Loss before provision for income taxes	(42,999)	(30,269)	(182,753)	(72,836)
Provision for income taxes	249	2,538	1,270	2,285
Net loss	$ (43,248)	$ (32,807)	$ (184,023)	$ (75,121)
Net loss per share of common stock:
Basic net loss per common share (in dollars per share)	$ (0.56)	$ (0.47)	$ (2.39)	$ (1.09)
Diluted net loss per common share (in dollars per share)	$ (0.56)	$ (0.47)	$ (2.39)	$ (1.09)
Weighted-average shares used to compute net loss per share:
Weighted average shares outstanding used in basic net loss per common share calculation (in shares)	77,784,346	69,798,839	76,969,629	68,926,203
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares)	77,784,346	69,798,839	76,969,629	68,926,203

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock-based compensation expense	$ 31,900	$ 18,300	$ 100,300	$ 48,000
Depreciation expense			21,414	20,471
Cost of revenue
Stock-based compensation expense	2,905	1,337	9,156	4,618
Depreciation expense	2,402	2,552	7,398	7,720
Amortization of purchased intangibles	4,811	1,343	13,788	3,702
Sales and marketing
Stock-based compensation expense	6,021	4,228	18,612	11,383
Depreciation expense	637	602	1,794	1,820
General and administrative
Stock-based compensation expense	12,034	4,103	35,703	9,863
Depreciation expense	109	15	342	103
Product development
Stock-based compensation expense	10,980	8,601	36,852	22,103
Depreciation expense	$ 3,915	$ 3,724	$ 11,880	$ 10,828

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (43,248)	$ (32,807)	$ (184,023)	$ (75,121)
Foreign currency translation adjustment	(5,026)	(3,056)	(11,524)	(4,237)
Comprehensive loss	$ (48,274)	$ (35,863)	$ (195,547)	$ (79,358)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-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 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: 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 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Adjustment	Adjustment Additional Paid-in Capital	Adjustment Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 243,934	$ 70	$ (3)	$ 635,672	$ (391,885)	$ 80
Beginning balance (in shares) at Dec. 31, 2020		70,264,265	(2,709,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	2,617			2,617
Common stock issued upon exercise of stock options (in shares)		209,185
Common stock issued upon vesting of restricted stock units (“RSUs”)	0	$ 1		(1)
Common stock issued upon vesting of restricted stock units (in shares)		454,508
Stock-based compensation	9,225			9,225
Cash awards settled in shares of the Company’s common stock	25,925			25,925
Cash awards settled in shares of the company's common stock (in shares)		400,700
Common stock issued under Employee Stock Purchase Plan	1,257			1,257
Common stock issued under Employee Stock Purchase Plan (in shares)		22,544
Net loss	(21,195)				(21,195)
Other comprehensive loss	(1,746)					(1,746)
Ending balance at Mar. 31, 2021	260,017	$ 71	$ (3)	674,695	(413,080)	(1,666)
Ending balance (in shares) at Mar. 31, 2021		71,351,202	(2,709,830)
Beginning balance at Dec. 31, 2020	243,934	$ 70	$ (3)	635,672	(391,885)	80
Beginning balance (in shares) at Dec. 31, 2020		70,264,265	(2,709,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(75,121)
Ending balance at Sep. 30, 2021	262,109	$ 73	$ (3)	733,202	(467,006)	(4,157)
Ending balance (in shares) at Sep. 30, 2021		72,723,049	(2,709,830)
Beginning balance at Mar. 31, 2021	260,017	$ 71	$ (3)	674,695	(413,080)	(1,666)
Beginning balance (in shares) at Mar. 31, 2021		71,351,202	(2,709,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	3,999			3,999
Common stock issued upon exercise of stock options (in shares)		252,155
Common stock issued upon vesting of restricted stock units (“RSUs”)	0	$ 1		(1)
Common stock issued upon vesting of restricted stock units (in shares)		252,218
Stock-based compensation	9,524			9,524
Cash awards settled in shares of the Company’s common stock	7,578			7,578
Cash awards settled in shares of the company's common stock (in shares)		137,300
Common stock issued under Employee Stock Purchase Plan	1,128			1,128
Common stock issued under Employee Stock Purchase Plan (in shares)		24,270
Net loss	(21,119)				(21,119)
Other comprehensive loss	565					565
Ending balance at Jun. 30, 2021	261,692	$ 72	$ (3)	696,923	(434,199)	(1,101)
Ending balance (in shares) at Jun. 30, 2021		72,017,145	(2,709,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	3,036			3,036
Common stock issued upon exercise of stock options (in shares)		191,693
Common stock issued upon vesting of restricted stock units (“RSUs”)	0
Common stock issued upon vesting of restricted stock units (in shares)		142,867
Stock-based compensation	12,148			12,148
Common stock issued under Employee Stock Purchase Plan	1,083			1,083
Common stock issued under Employee Stock Purchase Plan (in shares)		19,882
Net loss	(32,807)
Other comprehensive loss	(3,056)					(3,056)
Ending balance at Sep. 30, 2021	262,109	$ 73	$ (3)	733,202	(467,006)	(4,157)
Ending balance (in shares) at Sep. 30, 2021		72,723,049	(2,709,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with acquisitions	20,013	$ 1		20,012
Issuance of common stock in connection with acquisitions (in shares)		351,462
Ending balance at Dec. 31, 2021	349,437	$ 75	$ (3)	871,788	(516,859)	(5,564)
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021							$ (159,407)	$ (209,651)	$ 50,244
Ending balance (in shares) at Dec. 31, 2021		74,980,546	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	506			506
Common stock issued upon exercise of stock options (in shares)		40,483
Common stock issued upon vesting of restricted stock units (“RSUs”)	0
Common stock issued upon vesting of restricted stock units (in shares)		444,043
Stock-based compensation	20,522			20,522
Cash awards settled in shares of the Company’s common stock	17,299	$ 1		17,298
Cash awards settled in shares of the company's common stock (in shares)		735,519
Common stock issued under Employee Stock Purchase Plan	1,415			1,415
Common stock issued under Employee Stock Purchase Plan (in shares)		82,100
Issuance of common stock in connection with acquisitions	17,637	$ 1		17,636
Issuance of common stock in connection with acquisitions (in shares)		779,946
Net loss	(65,364)				(65,364)
Other comprehensive loss	(1,699)					(1,699)
Ending balance at Mar. 31, 2022	180,346	$ 77	$ (3)	719,514	(531,979)	(7,263)
Ending balance (in shares) at Mar. 31, 2022		77,062,637	(2,746,243)
Beginning balance at Dec. 31, 2021	$ 349,437	$ 75	$ (3)	871,788	(516,859)	(5,564)
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021							$ (159,407)	(209,651)	50,244
Beginning balance (in shares) at Dec. 31, 2021		74,980,546	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	200,000
Net loss	$ (184,023)
Ending balance at Sep. 30, 2022	89,511	$ 78	$ (3)	757,162	(650,638)	(17,088)
Ending balance (Accounting Standards Update 2020-06) at Sep. 30, 2022								(209,700)	50,200
Ending balance (in shares) at Sep. 30, 2022		77,934,440	(2,746,243)
Beginning balance at Mar. 31, 2022	180,346	$ 77	$ (3)	719,514	(531,979)	(7,263)
Beginning balance (in shares) at Mar. 31, 2022		77,062,637	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	389			389
Common stock issued upon exercise of stock options (in shares)		25,295
Common stock issued upon vesting of restricted stock units (“RSUs”)	1	$ 1		0
Common stock issued upon vesting of restricted stock units (in shares)		372,500
Stock-based compensation	18,826			18,826
Common stock issued under Employee Stock Purchase Plan	1,403			1,403
Common stock issued under Employee Stock Purchase Plan (in shares)		99,495
Net loss	(75,411)				(75,411)
Other comprehensive loss	(4,799)					(4,799)
Ending balance at Jun. 30, 2022	120,755	$ 78	$ (3)	740,132	(607,390)	(12,062)
Ending balance (in shares) at Jun. 30, 2022		77,559,927	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	343			343
Common stock issued upon exercise of stock options (in shares)		134,423
Common stock issued upon vesting of restricted stock units (“RSUs”)	0
Common stock issued upon vesting of restricted stock units (in shares)		161,272
Stock-based compensation	15,843			15,843
Common stock issued under Employee Stock Purchase Plan	844			844
Common stock issued under Employee Stock Purchase Plan (in shares)		78,818
Net loss	(43,248)				(43,248)
Other comprehensive loss	(5,026)					(5,026)
Ending balance at Sep. 30, 2022	$ 89,511	$ 78	$ (3)	$ 757,162	$ (650,638)	$ (17,088)
Ending balance (Accounting Standards Update 2020-06) at Sep. 30, 2022								$ (209,700)	$ 50,200
Ending balance (in shares) at Sep. 30, 2022		77,934,440	(2,746,243)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES:
Net loss	$ (184,023,000)	$ (75,121,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation expense	100,323,000	47,967,000
Depreciation	21,414,000	20,471,000
Amortization of purchased intangibles and finance leases	16,530,000	4,939,000
Amortization of debt issuance costs	2,831,000	1,858,000
Accretion of debt discount on convertible senior notes	0	24,770,000
Allowance for credit losses	4,669,000	2,431,000
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(8,568,000)	0
Gain on settlement of leases	0	(3,483,000)
Deferred income taxes	770,000	(1,129,000)
Changes in operating assets and liabilities:
Accounts receivable	(13,856,000)	(5,827,000)
Prepaid expenses and other current assets	(13,519,000)	(10,269,000)
Contract acquisition costs noncurrent	(2,842,000)	(4,765,000)
Other assets	(123,000)	741,000
Accounts payable	(4,229,000)	(354,000)
Accrued expenses and other current liabilities	(12,234,000)	22,176,000
Deferred revenue	7,450,000	14,925,000
Operating lease liabilities	(2,148,000)	(4,018,000)
Other liabilities	8,084,000	330,000
Net cash (used in) provided by operating activities	(79,471,000)	35,642,000
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software	(35,212,000)	(33,821,000)
Investment in joint venture	(3,993,000)	0
Payments for acquisition, net of cash acquired	(3,458,000)	(23,014,000)
Repayment of debt acquired in acquisition	0	(1,955,000)
Payments for intangible assets	(1,394,000)	(1,931,000)
Net cash used in investing activities	(44,057,000)	(60,721,000)
FINANCING ACTIVITIES:
Principal payments for financing leases	(2,785,000)	(2,604,000)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP	1,238,000	13,127,000
Payments on conversion of convertible senior notes	0	(2,000)
Net cash (used in) provided by financing activities	(1,547,000)	10,521,000
Effect of foreign exchange rate changes on cash and cash equivalents	(4,713,000)	(5,072,000)
Net decrease in cash, cash equivalents, and restricted cash	(129,788,000)	(19,630,000)
Cash, cash equivalents, and restricted cash - beginning of year	523,532,000	654,152,000
Cash, cash equivalents, and restricted cash - end of period	393,744,000	634,522,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	393,330,000	633,042,000
Restricted cash in prepaid expenses and other current assets	414,000	1,480,000
Total cash, cash equivalents, and restricted cash	393,744,000	634,522,000
Supplemental disclosure of other cash flow information:
Cash paid for income taxes	3,079,000	2,219,000
Cash paid for interest	1,895,000	1,981,000
Supplemental disclosure of non-cash investing and financing activities:
Increase in convertible senior notes, net upon adoption of ASU 2020-06 (Note 1)	159,407,000	0
Purchase of property and equipment recorded in accounts payable	113,000	581,000
Issuance of shares of common stock to settle cash awards	17,298,000	33,503,000
Right of use assets obtained in exchange for operating lease liabilities	2,417,000	1,856,000
Noncash or part noncash acquisition, contingent liability	6,113,000
Noncash or part noncash acquisition, contingent liability	6,113,000
WildHealth
Supplemental disclosure of non-cash investing and financing activities:
Stock issued	$ 17,675,000	0
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares)	776,825
Noncash or part noncash acquisition, contingent liability	$ 38,151,000	0
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares)	776,825
Stock issued	$ 17,675,000	0
Noncash or part noncash acquisition, contingent liability	38,151,000	0
ebot-7
Supplemental disclosure of non-cash investing and financing activities:
Stock issued	$ 0	20,012,000
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares)	351,462
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares)	351,462
Stock issued	$ 0	20,012,000
ebot-7 \| Contingent earn-out
Supplemental disclosure of non-cash investing and financing activities:
Noncash or part noncash acquisition, contingent liability		6,026,000
Noncash or part noncash acquisition, contingent liability		$ 6,026,000

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation LivePerson, Inc. (“LivePerson”, the “Company”, “we”, “our” or “us”) is a leading Conversational Artificial Intelligence (“AI”) company creating digital experiences that are Curiously Human. Conversational AI allows humans and machines to interact using natural language, including speech or text. During the past decade, consumers have made mobile devices the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. The Company’s technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, short message service (“SMS”), WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and AI to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and increasingly marketing, social, and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see product inventory, schedule appointments, apply for credit, approve repairs, and make purchases or payments - all without ever leaving the messaging channel. These AI and human-assisted conversational experiences constitute the Conversational Space, within which LivePerson has strategically developed one of the industry’s largest ecosystems of messaging endpoints and use cases. The Conversational Cloud, the Company’s enterprise-class cloud-based platform, enables businesses to become conversational by securely deploying AI-powered messaging at scale for brands with tens of millions of customers and many thousands of agents. The Conversational Cloud powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, SMS, social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (“IVRs”) and wait on hold. Similarly, the Conversational Cloud can ingest traditional emails and convert them into messaging conversations, or embed messaging conversations directly into web advertisements, rather than redirect consumers to static website landing pages. Agents can manage all conversations with consumers through a single console interface, regardless of where the conversations originated. LivePerson’s robust, cloud-based suite of rich messaging, real-time chat, AI and automation offerings features consumer and agent facing bots, intelligent routing and capacity mapping, real-time intent detection and analysis, queue prioritization, customer sentiment, analytics and reporting, content delivery, Payment Card Industry (“PCI”) compliance, co-browsing and a sophisticated proactive targeting engine. An extensible application programming interface (“API”) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than 40 APIs and software development kits are available on the Conversational Cloud. LivePerson’s Conversational AI offerings put the power of bot development, training, management and analysis into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what the Company calls “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with the Company’s proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations. LivePerson’s consumer services offering is an online marketplace that connects independent service providers (“Experts”) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (“Users”). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. The Company completed an initial public offering in April 2000 and is currently traded on the Nasdaq Global Select Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). LivePerson is headquartered in New York City. LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. Basis of Presentation The accompanying condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Equity Method Investment The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20.0% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions. Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE. See Note 18 – Variable Interest Entities for the Company’s assessment of VIEs. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: •revenue recognition; •stock-based compensation; •accounts receivable; •valuation of goodwill; •valuation of intangible assets; •income taxes; and •legal contingencies. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies. Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gain or losses are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Recently Issued Accounting Pronouncements Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1.The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2.The nature and remaining duration of the restriction(s). 3.The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company does not expect the adoption of ASU 2022-03 to have a significant impact on its condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: •removing certain conditions required to meet the settlement criterion; •clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period; and •clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings per share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. In connection with the adoption of ASU 2020-06, the Company recognized a $50.2 million decrease to accumulated deficit, a $209.7 million decrease to additional paid-in capital, and a $159.4 million increase to convertible senior notes, net. See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the convertible senior notes, net on the condensed consolidated balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended September 30, 2022, that are of significance or potential significance to the Company.

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The majority of the Company’s revenue is generated from monthly service revenues, which is inclusive of its platform usage pricing model, and related professional services from the sale of its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services. No single customer accounted for 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2022 and 2021.

Remaining Performance Obligation

As of September 30, 2022, the aggregate amount of the total transaction price allocated in contracts with original duration of one year or greater to the remaining performance obligations was $430.5 million. Approximately 88% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance as of September 30, 2022 is primarily driven by cash payments received or due in advance of its performance obligations, partially offset by $67.2 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2021.

The following table presents deferred revenue by revenue source:


	Deferred Revenue
	September 30, 2022		December 31, 2021
	(In thousands)
Hosted services – Business	$	101,113	$	94,107
Hosted services – Consumer	795		870
Professional services – Business	1,311		3,831
Total deferred revenue - short term	$	103,219	$	98,808

Hosted services – Business	171		—
Professional services – Business	$	116	$	54
Total deferred revenue - long term	$	287	$	54

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Revenue:
Hosted services – Business	$	89,491	$	93,234	$	290,671	$	271,966
Hosted services – Consumer	9,460		9,123		27,711		27,944
Professional services – Business	30,610		15,970		73,941		45,913
Total revenue	$	129,561	$	118,327	$	392,323	$	345,823

Revenue by Geographic Location

The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
United States	$	89,619	$	80,096	$	267,189	$	229,802
Other Americas (1)	2,470		4,009		10,484		11,917
Total Americas	92,089		84,105		277,673		241,719
EMEA (2) (4)	16,107		23,399		57,890		68,092
APAC (3)	21,365		10,823		56,760		36,012
Total revenue	$	129,561	$	118,327	$	392,323	$	345,823

—————————————

(1)Canada, Latin America and South America

(2)Europe, the Middle East and Africa (“EMEA”)

(3)Asia-Pacific (“APAC”)

(4)Includes revenues from the United Kingdom of $13.1 million and $14.3 million for the three months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $1.3 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively. Includes revenues from the United Kingdom of $41.6 million and $42.4 million for the nine months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $4.8 million and $3.7 million for the nine months ended September 30, 2022 and 2021, respectively.

Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s deferred revenue balance is related to Hosted services - Business revenue.

In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the condensed consolidated balance sheet. Contract acquisition costs represent prepaid sales commissions. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows (in thousands):


	Accounts Receivable		Unbilled Receivable		Contract Acquisition Costs (Non-current)		Deferred Revenue (Current)		Deferred Revenue (Non-current)

Opening balance as of December 31, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	5,863		1,074		(772)		4,411		233
Ending balance as of September 30, 2022	$	75,122	$	25,619	$	39,903	$	103,219	$	287

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible.



	Allowance for Doubtful Accounts
	(In thousands)
Balance as of December 31, 2021	$	6,338
Additions charged to costs and expenses	4,669
Deductions/write-offs	(2,496)
Balance as of September 30, 2022	$	8,511

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. All options, warrants, or other potentially dilutive instruments issued for nominal consideration are required to be included in the calculation of basic and diluted net income attributable to common stockholders. Diluted EPS is calculated using the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. In applying the “if-converted” method for diluted net income per share, the Company would assume conversion of the 2024 Notes at a ratio of 25.9182 shares of its common stock per $1,000 principal amount of the 2024 Notes. The Company would assume conversion of the 2026 Notes at a ratio of 13.2933 shares of its common stock per $1,000 principal amount of the 2026 Notes. Assumed converted shares of the Company’s common stock are weighted for the period the 2024 Notes and 2026 Notes were outstanding. The shares of common stock underlying the conversion option of the 2024 Notes and 2026 Notes were not included in the calculation of diluted income per share for the three and nine months ended September 30, 2022 and 2021.

See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the 2024 Notes and 2026 Notes.

A reconciliation of shares used in calculating basic and diluted net loss per share follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net loss (in thousands)	$	(43,248)	$	(32,807)	$	(184,023)	$	(75,121)
Weighted average number of shares outstanding, basic and diluted	77,784,346		69,798,839		76,969,629		68,926,203
Net loss per share, basic and diluted	$	(0.56)	$	(0.47)	$	(2.39)	$	(1.09)

The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows:


	As of September 30,
	2022	2021
Shares subject to outstanding common stock options and employee stock purchase plan	4,514,229	4,291,829
Restricted stock units	5,246,300	3,063,156
Fair value of earn-outs	11,996,072	697,133
Conversion option of the 2024 Notes	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
Total	34,597,070	20,892,587

Segment Information

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Information

Segment InformationThe Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. Both segments currently generate their revenue primarily in the United States. The chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income (loss) of each segment. The reporting segments follow the same accounting

polices used in the preparation of the Company’s condensed consolidated financial statements which are described in Note 1 – Description of Business and Basis of Presentation. The Company allocates cost of revenue, sales and marketing, and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs, or income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales.

Summarized financial information by segment for the three months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	89,491	$	—	$	—	$	89,491
Hosted services – Consumer	—		9,460		—		9,460
Professional services – Business	30,610		—		—		30,610
Total revenue	120,101		9,460		—		129,561
Cost of revenue	42,392		1,289		—		43,681
Sales and marketing	42,826		6,622		—		49,448
Amortization of purchased intangibles	920		—		—		920
Unallocated corporate expenses	—		—		84,026		84,026
Operating income (loss)	$	33,963	$	1,549	$	(84,026)	$	(48,514)

Summarized financial information by segment for the three months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	93,234	$	—	$	—	$	93,234
Hosted services – Consumer	—		9,123		—		9,123
Professional services – Business	15,970		—		—		15,970
Total revenue	109,204		9,123		—		118,327
Cost of revenue	37,057		1,738		—		38,795
Sales and marketing	34,640		6,212		—		40,852
Amortization of purchased intangibles	488		—		—		488
Unallocated corporate expenses	—		—		58,971		58,971
Operating income (loss)	$	37,019	$	1,173	$	(58,971)	$	(20,779)

Summarized financial information by segment for the nine months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	290,671	$	—	$	—	$	290,671
Hosted services – Consumer	—		27,711		—		27,711
Professional services – Business	73,941		—		—		73,941
Total revenue	364,612		27,711		—		392,323
Cost of revenue	134,229		4,068		—		138,297
Sales and marketing	148,370		19,193		—		167,563
Amortization of purchased intangibles	2,742		—		—		2,742
Unallocated corporate expenses	—		—		266,669		266,669
Operating income (loss)	$	79,271	$	4,450	$	(266,669)	$	(182,948)

Summarized financial information by segment for the nine months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	271,966	$	—	$	—	$	271,966
Hosted services – Consumer	—		27,944		—		27,944
Professional services – Business	45,913		—		—		45,913
Total revenue	317,879		27,944		—		345,823
Cost of revenue	106,932		5,445		—		112,377
Sales and marketing	96,758		19,669		—		116,427
Amortization of purchased intangibles	1,237		—		—		1,237
Unallocated corporate expenses	—		—		163,768		163,768
Operating income (loss)	$	112,952	$	2,830	$	(163,768)	$	(47,986)

Geographic Information

The Company is domiciled in the United States and has international operations around the globe. The following table presents the Company’s long-lived assets by geographic region as of the dates presented:


	September 30, 2022		December 31, 2021
	(In thousands)
United States	$	476,244	$	444,318
Germany	42,927		52,342
Israel	23,161		20,754
Australia	12,031		12,771
Netherlands	3,320		4,566
Other (1)	13,405		15,629
Total long-lived assets	$	571,088	$	550,380

——————————————

(1)United Kingdom, Japan, France, Italy, Spain, Canada, and Singapore.

- 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

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows:


	Business		Consumer		Consolidated
	(In thousands)
Balance as of December 31, 2021	$	283,191	$	8,024	$	291,215
Adjustments to goodwill:
Acquisitions	15,511		—		15,511
Foreign exchange adjustment	(6,148)		—		(6,148)
Balance as of September 30, 2022	$	292,554	$	8,024	$	300,578

During the third quarter of 2022, the Company performed a quantitative analysis to determine whether it was more likely than not that goodwill impairment existed as of the annual impairment test date. As a result of this assessment, the Company concluded that the estimated fair values of each reporting unit exceeded their respective carrying values. Therefore, the Company did not record goodwill impairment for the three and nine months ended September 30, 2022. The Company also did not record goodwill impairment for the three and nine months ended September 30, 2021.

Intangible Assets, Net

Intangible assets, net, are summarized as follows:


	As of September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	97,143	$	(41,938)	$	55,205	5.0 years
Customer relationships	31,795		(16,795)		15,000		10.0 years
Patents	10,234		(1,332)		8,902		12.8 years
Trademarks	1,275		(312)		963		5.0 years
Trade names	1,040		(273)		767		2.8 years
Other	914		(294)		620		4.1 years
Total intangible assets	$	142,401	$	(60,944)	$	81,457


	As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	90,626	$	(30,757)	$	59,869	5.1 years
Customer relationships	32,162		(15,164)		16,998		10.0 years
Patents	7,988		(1,137)		6,851		11.8 years
Trademarks	1,474		(135)		1,339		5.0 years
Trade names	460		(43)		417		2.1 years
Other	314		(234)		80		2.2 years
Total intangible assets	$	133,024	$	(47,470)	$	85,554

Amortization expense is calculated over the estimated useful life of the asset. A portion of this amortization is included in cost of revenue. Aggregate amortization expense for intangible assets, net was $4.8 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $13.8 million and $2.2 million for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
Remainder of fiscal 2022	$	4,626
2023	17,753
2024	15,965
2025	15,567
2026	12,901
Thereafter	14,645
Total	$	81,457

Property and Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment, Net

The following table presents the detail of property and equipment, net for the periods presented:


	September 30, 2022		December 31, 2021
	(In thousands)
Computer equipment and software	$	123,237	$	120,685
Internal-use software development costs	150,831		122,479
Finance lease right of use assets	3,998		6,797
Furniture, equipment, and building improvements	519		258
Property and equipment, at cost	278,585		250,219
Less: accumulated depreciation	(142,755)		(125,493)
Property and equipment, net	$	135,830	$	124,726

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

The following table presents the detail of accrued expenses and other current liabilities for the periods presented:


	September 30, 2022		December 31, 2021
	(In thousands)
Professional services and consulting and other vendor fees	$	42,381	$	58,811
Payroll and other employee related costs	22,373		29,855
Short-term contingent earn-out	36,109		—
Sales commissions	2,010		4,269
Finance lease liability	3,412		3,738
Unrecognized tax benefits	2,377		2,424
Restructuring	5,710		1,694
Taxes other than income tax	1,196		918
Other	2,853		2,588
Total accrued expenses and other current liabilities	$	118,421	$	104,297

Convertible Senior Notes and Capped Call Transactions

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Convertible Senior Notes and Capped Call Transactions

Convertible Senior Notes, Net and Capped Call Transactions

Convertible Senior Notes due 2024 and Capped Calls

In March 2019, the Company issued $230.0 million aggregate principal amount of its 0.750% Convertible Senior Notes due 2024 (the “2024 Notes”) in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2024 Notes. Interest on the 2024 Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019.

The 2024 Notes will mature on March 1, 2024, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2024 Notes, after deducting debt issuance costs, paid, or payable by the Company, was approximately $221.4 million.

Each $1,000 in principal amount of the 2024 Notes is initially convertible into 25.9182 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $38.58 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event. The 2024 Notes are not redeemable prior to the maturity date of the 2024 Notes and no sinking fund is provided for the 2024 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2024 Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding November 1, 2023, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 for the 2024 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2024 Notes) per $1,000 principal amount of 2024 Notes for each trading day of the 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 for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, holders may convert all or any portion of their 2024 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the

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

During the three and nine months ended September 30, 2022, the conditions allowing holders of the 2024 Notes to convert were not met.

The 2024 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that did not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $52.9 million and was determined by deducting the fair value of the liability component from the par value of the 2024 Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an effective interest rate over the contractual term of the 2024 Notes. This accounting treatment no longer applies under ASU 2020-06.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total amount incurred of approximately $8.6 million to the liability and equity components of the 2024 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $6.6 million, were recorded as an additional debt discount and were amortized to interest expense using the effective interest method over the contractual term of the 2024 Notes. Issuance costs attributable to the equity component were approximately $2.0 million and recorded as a reduction of additional paid in capital in stockholders’ equity. This accounting treatment no longer applies under ASU 2020-06.

In accounting for the 2024 Notes after the adoption of ASU 2020-06, the 2024 Notes are accounted for as a single liability, and the carrying amount of the 2024 Notes is $227.5 million as of September 30, 2022, consisting of principal of $230.0 million, net of unamortized debt issuance costs of $2.5 million. The 2024 Notes were classified as long term liabilities as of September 30, 2022. The remaining term over which the 2024 Notes’ debt issuance costs will be amortized is 1.4 years. The effective interest rate on the debt was 1.53% for the three and nine months ended September 30, 2022.

In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2024 capped calls”). The 2024 capped calls each have an initial strike price of approximately $38.58 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2024 Notes. The 2024 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The 2024 capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 2024 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2024 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2024 capped calls expire on March 1, 2024, subject to earlier exercise. The 2024 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2024 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2024 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2024 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $23.2 million incurred to purchase the 2024 capped calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet.

Convertible Senior Notes due 2026 and Capped Calls

In December 2020, the Company issued $517.5 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Notes” and together with the 2024 Notes, the “Notes”) in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2026 Notes.

The 2026 Notes will mature on December 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2026 Notes, after deducting debt issuance costs, paid or payable by the Company, was approximately $505.3 million.

Each $1,000 in principal amount of the 2026 Notes is initially convertible into 13.2933 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $75.23 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2026 Notes in connection with such a corporate event. The 2026 Notes are not redeemable prior to the maturity date of the 2026 Notes and no sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2026 Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.

Holders of the 2026 Notes may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 for the 2026 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the 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 for the 2026 Notes on each such trading day; (3) with respect to any 2026 Notes that the Company calls for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after August 15, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

During the three and nine months ended September 30, 2022, the conditions allowing holders of the 2026 Notes to convert were not met.

The 2026 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2026 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that did not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $162.5 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an effective interest rate over the contractual term of the 2026 Notes. This accounting treatment no longer applies under ASU 2020-06.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total amount incurred of approximately $12.2 million to the liability and equity components of the 2026 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $8.5 million, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual term of the 2026 Notes. Issuance costs attributable to the equity component were approximately $3.7 million and recorded as a reduction of additional paid in capital in stockholders’ equity. This accounting treatment no longer applies under ASU 2020-06.

In accounting for the 2026 Notes after the adoption of ASU 2020-06, the 2026 Notes are accounted for as a single liability, and the carrying amount of the 2026 Notes is $509.0 million as of September 30, 2022, consisting of principal of $517.5 million, net of issuance costs of $8.5 million. The 2026 Notes were classified as long term liabilities as of September 30, 2022.The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 4.2 years. The effective interest rate on the debt was 0.40% for the three and nine months ended September 30, 2022.

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2026 capped calls”). The 2026 capped calls each have an initial strike price of approximately $75.23 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The 2026 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The 2026 capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 2026 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2026 capped calls expire on December 15, 2026, subject to earlier exercise. The 2026 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2026 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2026 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2026 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $46.1 million incurred to purchase the 2026 capped calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The net carrying amount of the liability component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Principal	$	747,500	$	747,500
Unamortized discount	—		(162,960)
Unamortized issuance costs	(11,025)		(10,302)
Net carrying amount	$	736,475	$	574,238

The net carrying amount of the equity component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Proceeds allocated to the conversion options (debt discount)	$	—	$	215,434
Issuance costs	—		(5,783)
Net carrying amount	$	—	$	209,651

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Contractual interest expense	$	431	$	431	$	1,294	$	1,294
Amortization of issuance costs	946		630		2,831		1,858
Amortization of debt discount	—		8,396		—		24,770
Total interest expense	$	1,377	$	9,457	$	4,125	$	27,922

Interest expense of $1.4 million and $4.1 million are reflected as a component of interest expense, net in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Acquisitions

In February 2022, the Company completed the acquisition of 100% of the equity of WildHealth, Inc. (“WildHealth”), a precision medicine company operating in the United States, for a total purchase price of $22.3 million. The purchase price consisted of approximately $4.6 million in cash and $17.7 million in shares of common stock of the Company. As part of the purchase price, the Company issued 776,825 common shares that had a total fair value of $20.8 million based on the closing market price of $26.81 on the acquisition date of February 7, 2022. This acquisition is part of the Company’s strategy to accelerate its technology-driven healthcare offerings by combining a rich healthcare data platform with Conversational AI to enable B2B healthcare brands to scale and personalize patient engagement. The transaction was accounted for as a business combination. In connection with the acquisition, the Company entered into stock forfeiture agreements with certain employees of WildHealth, under which a portion of the purchase price will be subject to vesting conditions based on continuing employment post acquisition. The Company has allocated the purchase consideration subject to the stock forfeiture agreements between pre and post combination periods.

Former stockholders of WildHealth have the right to receive in the aggregate up to an additional $120.0 million earn-out (to be settled in the Company’s equity or cash at the Company’s election, but with the cash election restricted to 18.0 percent of the total earn-out) based upon satisfaction of certain financial milestones over the period from October 31, 2022 through December 31, 2025. The Company has accounted for the earn-out as a compensation arrangement in accordance with ASC 718, “Compensation - Stock Compensation,” pursuant to which such earn-out payments are liability classified to be recognized over the requisite service periods. For the earn-outs, the Company accrued $14.7 million and $38.2 million for the three and nine months ended September 30, 2022, respectively, which is reflected as a component of other liabilities and accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets and as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations.

The purchase price allocation resulted in approximately $15.5 million of goodwill and $8.3 million of intangible assets. WildHealth is part of the Business Segment and is a separate reporting unit. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded for $1.6 million. The Company recorded an indemnification asset of $1.2 million relating to a pre-acquisition liability assumed.

The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date:


	WildHealth Acquisition
	(In thousands)
Assets acquired
Cash	$	1,353
Other current assets	382
Fixed assets	248
Intangible assets	8,300
Other assets	1,037
Total assets acquired	$	11,320
Liabilities assumed
Current liabilities assumed	$	(1,463)
Deferred tax liabilities	(1,603)
Other liabilities assumed	(1,500)
Total liabilities assumed	(4,566)
Net assets acquired	6,754
Total acquisition consideration	22,265
Goodwill	$	15,511

Other current assets acquired in connection with the acquisition consisted primarily of accounts receivable and other short term assets. Current liabilities assumed in connection with the acquisition consisted primarily of accounts payable, deferred revenue and other short term liabilities. The following is the breakout of the intangible assets acquired:


	Fair Value		Useful life
	(In thousands)
Amortizing intangible assets:
Developed technology	$	7,100	5.0 years
Trade name	600		5.0 years
Fellowship content	600		5.0 years
Total amortizing intangible assets	$	8,300

The Company applied a multi-period excess earnings method of the income approach to estimate the fair values of the intangible assets acquired. The intangible assets acquired in the business acquisition were developed technology, trade name, and fellowship content for the fair value of $8.3 million, determined based on the estimated fair value of expected after-tax cash flows attributable to annual recurring revenue from customers. The Company applied various estimates and assumptions with respect to forecasted revenue growth rates, the revenue attributable to the existing customers over time and the discount rate. The fair values assigned to the other tangible and identifiable intangible assets acquired and liabilities assumed as part of the business combination were based on management’s estimates and assumptions. The Company began amortizing the intangible assets on the date of acquisition over a period of five years based on expected future cash flow. The amortization expense is recorded to amortization of purchased intangibles in the condensed consolidated statements of operations.

The Company incurred $0.3 million in acquisition costs related to the WildHealth transaction that was expensed in the period incurred, of which the amount expensed for the three months ended September 30, 2022 was immaterial, and is included in general and administrative expense in the accompanying condensed consolidated statements of operations.

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company has operating and finance leases for its corporate offices and other service agreements. Its leases have remaining lease terms of less than one to four years, some of which include options to extend.

In connection with the leases, the Company recognized operating lease right of use assets of $2.3 million and $2.0 million and an aggregate lease liability of $3.9 million and $6.1 million in its condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021, respectively.

On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets between the decision date and the cease use date. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. During the nine months ended September 30, 2021, the Company had a $3.5 million gain resulting from the settlement of leases.

As of September 30, 2022, in connection with a lease in Israel, the Company was required to pledge cash as collateral security to be maintained at an Israeli bank. The collateral security would remain in control of the bank, to be available in order to satisfy outstanding obligations under the lease contracts. Accordingly, the Company had cash at an Israeli bank of approximately $0.2 million at September 30, 2022, which is recorded as restricted cash in Prepaid expenses and other current assets in the condensed consolidated balance sheets. In the third quarter of 2021, the Company entered into a new lease in Australia and was required to pledge $0.2 million in cash as collateral security, which is also recorded as restricted cash in Prepaid expenses and other current assets in the condensed consolidated balance sheets.

The Company continues to actively assess its global lease portfolio. However, any additional de-recognition of right of use assets and incurrence of various one-time expenses in connection with early termination of additional leases are not expected to be material to its financial condition or results of operations.

Supplemental cash flow information related to leases for the periods listed are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,201	$	651	$	3,584	$	1,894
Operating cash flows for finance leases	44		77		162		256
Financing cash flows for finance leases	936		876		2,785		2,604

The components of lease costs for the periods listed are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Finance lease cost
Amortization of right of use assets	$	929	$	908	$	2,762	$	2,696
Interest	44		77		162		256
Operating lease cost	1,211		2,324		5,621		5,805
Total lease cost	$	2,184	$	3,309	$	8,545	$	8,757


	September 30, 2022		September 30, 2021
Weighted Average Remaining Lease Term:
Operating leases	1.5 years		2.7 years
Finance leases	1.3 years		2.1 years

Weighted Average Discount Rate:
Operating leases	7	%	7	%
Finance leases	4	%	4	%

Supplemental balance sheet information related to leases was as follows:


	Classification on the Condensed Consolidated Balance Sheet	September 30, 2022		December 31, 2021
		(In thousands)
Assets
Operating right of use assets	Operating lease right of use assets	$	2,270	$	1,977
Finance right of use assets	Property and equipment, net	3,998		6,797

Liabilities
Current liabilities:
Operating lease liability	Operating lease liability	$	3,221	$	3,380
Finance lease liability	Accrued expenses and other current liabilities	3,412		3,738
Non-current liabilities:
Operating lease liability	Operating lease liability, net of current portion	$	698	$	2,733
Finance lease liability	Other liabilities	277		2,780

Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease term in excess of one year) are as follows:


	September 30, 2022
	Operating Leases		Finance Leases
	(In thousands)
2022 (remaining three months at September 30, 2022)	$	1,256	$	980
2023	2,242		2,609
2024	268		109
2025	304		81
2026	127		—
Total minimum lease payments	4,197		3,779
Less: present value adjustment	(278)		(90)
Present value of lease liabilities	$	3,919	$	3,689

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsThe Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Financial Assets and Liabilities

The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021, are summarized as follows:


	September 30, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	321,553	$	—	$	—	$	321,553
Total assets	$	321,553	$	—	$	—	$	321,553

Liabilities
Earn-outs treated as contingent consideration	$	—	$	—	$	23,282	$	23,282
Earn-outs treated as liability awards	—		—		41,843		41,843
Total liabilities	$	—	$	—	$	65,125	$	65,125


	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	416,178	$	—	$	—	$	416,178
Total assets	$	416,178	$	—	$	—	$	416,178

Liabilities
Contingent earn-out	$	—	$	—	$	29,830	$	29,830
Total liabilities	$	—	$	—	$	29,830	$	29,830

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available.

The Company’s money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as Level 1 within the fair value hierarchy. The Company’s contingent earn-out liability is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on

undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. The Company uses an income approach and inputs that constitute Level 3.

As of September 30, 2022, the fair value of the Notes, as further described in Note 8 – Convertible Senior Notes, Net and Capped Call Transactions above, was approximately $486.9 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique which is considered a Level 2 fair value measurement.

The changes in fair value of the Level 3 liabilities are as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Balance, beginning of year	$	29,830	$	—
Additions in the period	45,017		29,830
Change in fair value of contingent consideration	(8,568)		—
Change in fair value of liability awards	(1,154)		132
Payments	—		(132)
Balance, end of period	$	65,125	$	29,830

Certain former stakeholders of the Company’s acquisitions are eligible to receive additional cash or share considerations based on the attainment of certain operating metrics in the periods subsequent to the acquisitions. These earn-out arrangements are accounted for as either contingent considerations arrangements or compensation arrangements. Contingent considerations are fair valued using significant inputs that are not observable in the market.

The earn-outs determined to be compensatory is remeasured each reporting period based on whether the performance targets are probable of being achieved and recognized over the related service periods. For the three and nine months ended September 30, 2022, $15.5 million and $42.9 million, respectively, was recognized as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations.

- 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

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Employee Benefit Plans The Company’s 401(k) policy is a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Salaries and related expenses include $2.8 million and $1.0 million of employer matching contributions for the three months ended September 30, 2022 and 2021, respectively, and $5.8 million and $2.8 million for the nine months ended September 30, 2022 and 2021. Letters of Credit As of September 30, 2022, the Company had a letter of credit totaling $0.9 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Sales Tax Liabilities The Company is in the process of finalizing its sales tax liability analysis for states in which it has economic nexus. During the first quarter of 2020, the Company determined it was probable it would be subject to sales tax liabilities, plus applicable interest in these states, and the Company has estimated the potential exposure to range between $2.5 million to $6.3 million. The Company determined that its best estimate of what would be reasonably expected for it to settle the potential exposure was $2.5 million and accordingly, the Company accrued this amount with a corresponding charge to earnings as of March 31, 2020. As of September 30, 2022, there is a $1.1 million accrual balance for sales tax liabilities. The decrease in the balance of this accrual is primarily due to payments made for the sales tax liabilities.

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

As of September 30, 2022, there were 200,000,000 shares of common stock authorized, 77,934,440 shares issued, and 75,188,197 shares outstanding. As of December 31, 2021, there were 200,000,000 shares of common stock authorized, 74,980,546 shares issued, and 72,234,303 shares outstanding. The par value for shares of common stock is $0.001 per share.

Preferred Stock

As of September 30, 2022 and December 31, 2021, there were 5,000,000 shares of preferred stock authorized, and no shares were issued or outstanding. The par value for shares of preferred stock is $0.001 per share.

Stock-Based Compensation

Stock Option Plans

The Company’s 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”), became effective on April 11, 2019. The 2019 Plan allows the Company to grant incentive stock options and restricted stock units to its employees and directors to participate in the Company’s future performance through stock-based awards at the discretion of the board of directors. On April 19, 2021, the Company’s board of directors amended the plan and authorized 5,000,000 new shares for issuance. The number of shares authorized for issuance is 40,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have ten-year terms. As of September 30, 2022, approximately 2.0 million shares of common stock remained available for issuance (taking into account all option exercises and other equity award settlements through September 30, 2022).

Employee Stock Purchase Plan

There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of September 30, 2022, approximately 0.5 million shares of common stock remained available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through September 30, 2022).

Inducement Plan

There are 6,159,009 shares of common stock authorized and reserved for issuance under the Inducement Plan. As of September 30, 2022, approximately 1.4 million shares of common stock remained available for issuance under the Inducement Plan (taking into account all option exercises and other equity award settlements through September 30, 2022).

Stock Option Activity

A summary of the Company’s stock option activity and weighted average exercise prices follows:


	Stock Option Activity			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options	Weighted Average Exercise Price
	(In thousands)	(Per share)		(In years)	(In thousands)
Balances outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Granted	802	22.75
Exercised	(200)	6.27
Cancelled or expired	(870)	38.52
Balances outstanding at September 30, 2022	4,514	25.28		6.58	1,471
Options vested and expected to vest	1,187	31.64		8.48	895
Options exercisable at September 30, 2022	2,680	$	20.67	5.21	$	476

The total fair value of stock options exercised during the nine months ended September 30, 2022 was approximately $7.4 million. As of September 30, 2022, there was approximately $24.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.6 years.

Restricted Stock Unit Activity

A summary of the Company’s RSU activity and weighted average exercise prices follows:


	Restricted Stock Unit Activity
	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Fair Value
	(In thousands)	(Per share)		(In thousands)
Balances outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,205	19.76
Vested	(1,711)	30.07
Forfeited	(980)	42.43
Non-vested and outstanding at September 30, 2022	5,246	$	29.17	$	49,420
Expected to vest	3,233	$	29.43	$	30,459

RSUs granted to employees generally vest over a three to four-year period or upon achievement of certain performance conditions. As of September 30, 2022, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $130.1 million and the weighted-average remaining vesting period was 2.8 years.

For the three months ended September 30, 2022 and 2021, the Company accrued approximately $0.0 million and $5.1 million in cash rewards, respectively, and for the nine months ended September 30, 2022 and 2021, the Company accrued approximately $11.9 million and $15.5 million in cash awards, respectively, to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively.

Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $31.9 million and $18.3 million for the three months ended September 30, 2022 and 2021, respectively, and $100.3 million and $48.0 million for the nine months ended September 30, 2022 and 2021, respectively.

The per share weighted average fair value of stock options granted was $7.35 and $29.13 during the three months ended September 30, 2022 and 2021, respectively. The per share weighted average fair value of stock options granted was $11.16 and $26.98 during the nine months ended September 30, 2022 and 2021, respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2022	2021	2022	2021
Dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	2.82% - 3.05%	0.72% - 1.02%	1.62% - 3.38%	0.46% - 1.02%
Expected life (in years)	5	5	5	5
Historical volatility	59.74% - 61.22%	53.51% - 53.67%	53.87% - 61.22%	53.51% - 54.55%

A description of the methods used in the significant assumptions used to estimate the fair value of stock-based compensation awards follows:

•Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term.

•Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years.

•Expected life – The Company uses historical data to estimate the expected life of a stock option.

•Historical volatility – The Company uses a trailing five year from grant date to determine volatility.

Restructuring

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Restructuring

During the second quarter of 2022, LivePerson began a restructuring initiative to realign the Company’s cost structure to better reflect significant product and business model innovation and changes over the past year due to acquisitions and factors outside the control of the Company. As part of the restructuring initiative, the Company reoriented its global product and engineering organization for greater efficiency and focus, and reallocated some spending to increase its investment in customer success and go-to-market initiatives. The Company believes these initiatives will better align resources to provide further operating flexibility and position the business for long-term success. In connection with the restructuring initiatives, the Company recognized restructuring costs of $7.1 million and $17.9 million, respectively, during the three and nine months ended September 30, 2022, respectively, which is included in restructuring costs in the accompanying condensed consolidated statements of operations. The majority of these costs relate to the Company's Business segment. Such costs primarily include severance and compensation costs.

In 2020, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation it was decided in July 2020 that the Company would significantly reduce the real estate space it leases. This decision resulted in the significant reduction of the real estate space the Company leases and the removal of the associated right of use assets. Furthermore, this resulted in various one-time expenses in connection with the abandonment of the majority of the Company’s leased facilities. The lease restructuring costs noted below are a result of this transition to an employee-centric model.

The following table presents the detail of the liability for the Company’s restructuring charges, which is included within accrued expenses and other current liabilities within the accompanying condensed consolidated balance sheet, for the periods presented:


	September 30, 2022		December 31, 2021
	(In thousands)
Balance, beginning of year	$	1,694	$	4,732
Lease restructuring costs	339		724
Severance and other compensation associated costs	17,610		2,673
Cash payments	(13,933)		(6,435)
Balance, end of period	$	5,710	$	1,694

The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Restructuring costs:



Lease restructuring costs	$	—	$	44	$	339	$	594

Severance and other compensation associated costs	7,111		—		17,610		2,675
Total restructuring costs	$	7,111	$	44	$	17,949	$	3,269

Legal Matters	9 Months Ended
Legal Matters	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	Legal MattersThe Company filed an intellectual property suit against [24]7 Customer, Inc. (“[24]7”) in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology to develop competing products and misused the Company’s business information. On June 22, 2015, [24]7 filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 filed a second patent infringement suit against the Company, also in the Northern District of California. On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California (the “Court”) for all pre-trial purposes. Rulings by both the Court and the United States Patent and Trademark Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. The Company believes the remaining claims filed by [24]7 are entirely without merit and intends to defend them vigorously. Trial for the Company’s intellectual property and other claims asserted against [24]7 related to three of the customers at issue occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company, including approximately $6.7 million in compensatory damages and approximately $23.6 million in punitive damages. After the jury reached its verdict, additional post-trial motions were filed by [24]7 and LivePerson, including [24]7 asking the Court to order a new trial, overturn the jury’s verdict, or reduce the amount of punitive damages the jury awarded, and LivePerson requested interest on the judgment. The Company and [24]7 also reached agreement on the terms of a permanent injunction, and that additional costs are owed to the Company in the amount of $0.4 million, which the Court has entered. On July 28, 2022, the Court denied [24]7’s post-trial motions and granted LivePerson’s motion for interest, awarding approximately an additional $4.3 million. On August 26, 2022, [24]7 elected to appeal these matters. Accordingly, no amounts for the judgment have been reflected in the Company’s financial statements. Trial for [24]7’s patent infringement claims has been set for late October 2023 and trial for the Company’s remaining trade secret claims asserted against [24]7 has been set for early March 2024. From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands, and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450, “Contingencies.” The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues, and other matters arising in the ordinary course of business.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company includes interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. The Company recorded a valuation allowance against its U.S. deferred tax asset as it considered its cumulative loss in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated by jurisdiction, the Company believes that the deferred tax assets related to LivePerson Australia Holdings Pty. Ltd., LivePerson (UK) Limited, Kasamba Inc., LivePerson Japan and LivePerson Limited (Israel) are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2021, there was an increase in the valuation allowance recorded of $51.7 million. For the three months ended September 30, 2022, the Company recorded a tax provision of $0.2 million. This amount consists of a tax provision of $0.1 million on operating earnings coupled with a stock compensation tax deficiency of $0.1 million related to stock compensation arrangements of LivePerson, LivePerson (UK) Limited and LivePerson Limited (Israel). For the nine months ended September 30, 2022, the Company recorded a tax provision of $1.3 million. This amount consists of a tax provision of $2.7 million on operating earnings coupled with a stock compensation tax deficiency of $0.2 million related to stock compensation arrangements of LivePerson, LivePerson (UK) Limited and LivePerson Limited (Israel), partially offset by a tax benefit of $1.6 million related to the release of a valuation allowance in conjunction with the WildHealth transaction. The Company had a valuation allowance on certain deferred tax assets for the year ended December 31, 2021 of $107.1 million. Inherent in the Company’s 2022 annual effective tax rate is an estimated increase in the valuation allowance of $38.1 million, all of which will be recorded as an expense. During 2021, an increase in the valuation allowance in the amount of $34.3 million was recorded as an expense and an additional increase to the valuation allowance of $17.4 million was recorded to goodwill against acquired federal and state net operating losses.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Equity Method Investments	9 Months Ended
Equity Method Investments	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	Equity Method Investment On February 13, 2022, the Company and Pasaca Capital Inc. (“Pasaca”) entered into a joint venture agreement (the “JV Agreement”) to form Claire, a joint venture to build, create, and administer a marketplace for health and well-being diagnostic testing. Claire is intended to operate an app store-like platform to make medical testing and accessing results easier and more informative. Claire is being developed with the goal of creating a single place to shop for testing services from numerous testing providers, including Claire-branded tests and at-home tests. Pursuant to the terms of the JV Agreement, the Company agreed to contribute a total of $19.0 million over a five-year period in exchange for a 19.2% ownership interest in Claire. Pasaca agreed to contribute $80.0 million to Claire over a five-year period in exchange for an 80.8% ownership interest in Claire. As of September 30, 2022, $10.6 million remained to be contributed to Claire by the Company under the terms of the JV Agreement. The Company accounts for its 19.2% interest in Claire using the equity method of accounting. The Company recorded its ownership percentage of losses of Claire in Other income (expense), net for $0.6 million and $0.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the Company’s equity method investment was $4.0 million and was included in investment in joint venture on the condensed consolidated balance sheet.

Variable Interest Entity	9 Months Ended
Variable Interest Entity	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entity Disclosure	Variable Interest Entities The Company prepares its condensed consolidated financial statements in accordance with ASC 810, which provides for the consolidation of VIEs of which the Company is the primary beneficiary. In February 2022, the Company acquired WildHealth as well as certain variable interests that WildHealth has in four Professional Corporations (“PCs”). The PCs are owned by a medical practitioner in accordance with certain state laws which restrict the corporate practice of medicine and require medical practitioners to own such entities. WildHealth provides management and other services to the PCs in exchange for a management fee and provides financial support to the PCs through a revolving credit arrangement. WildHealth also has separate agreements with the equity holder of the PCs where it may acquire and assign such equity interests for certain PCs. WildHealth consolidates the PCs as VIEs. The Company determined that the PCs are VIEs as WildHealth is the primary beneficiary of the PCs. The assets, liabilities, revenues, and operating results of the VIEs after elimination of intercompany transactions were not material as of and for the three and nine months ended September 30, 2022.

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties	Related PartiesRelated parties are defined as entities related to the Company’s directors or main shareholders as well as equity method affiliates. The Company provides services to Claire, an equity method affiliate (refer to Note 17 – Equity Method Investment for additional information on the equity method affiliate), through the Master Service Agreement (the “MSA”). These services are identified within the MSA’s scope of work and include marketing, end user features, custom software development, and business/management services. Revenues for the services provided to related parties included in the Company’s consolidated statements of operations were $12.9 million and $26.2 million for three and nine months ended September 30, 2022, respectively. Deferred revenues for amounts billed to related parties less recognized revenue included in the Company’s consolidated statements of operations were $20.7 million as of September 30, 2022. Total billings were $34.1 million and accounts receivable were $13.9 million as of September 30, 2022 included in the Company’s condensed consolidated balance sheet.

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
Equity Method Investments	Equity Method Investment The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20.0% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions.
Variable Interest Entities	Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE. See Note 18 – Variable Interest Entities for the Company’s assessment of VIEs.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: •revenue recognition; •stock-based compensation; •accounts receivable; •valuation of goodwill; •valuation of intangible assets; •income taxes; and •legal contingencies. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies.
Foreign Currency Transactions and Translations Policy	Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gain or losses are included in other income (expense), net in the accompanying condensed consolidated statements of operations.
Recently Issued Accounting Standards and Recently Adopted Accounting Pronouncements	Recently Issued Accounting Pronouncements Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1.The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2.The nature and remaining duration of the restriction(s). 3.The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company does not expect the adoption of ASU 2022-03 to have a significant impact on its condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: •removing certain conditions required to meet the settlement criterion; •clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period; and •clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings per share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. In connection with the adoption of ASU 2020-06, the Company recognized a $50.2 million decrease to accumulated deficit, a $209.7 million decrease to additional paid-in capital, and a $159.4 million increase to convertible senior notes, net. See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the convertible senior notes, net on the condensed consolidated balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended September 30, 2022, that are of significance or potential significance to the Company.

Revenue from Contract with Customer (Policies)	9 Months Ended
Revenue from Contract with Customer (Policies)	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition The majority of the Company’s revenue is generated from monthly service revenues, which is inclusive of its platform usage pricing model, and related professional services from the sale of its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services. No single customer accounted for 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2022 and 2021. Remaining Performance Obligation As of September 30, 2022, the aggregate amount of the total transaction price allocated in contracts with original duration of one year or greater to the remaining performance obligations was $430.5 million. Approximately 88% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance as of September 30, 2022 is primarily driven by cash payments received or due in advance of its performance obligations, partially offset by $67.2 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2021.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

+ Details

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Revenues and Contract Balances

The following table presents deferred revenue by revenue source:


	Deferred Revenue
	September 30, 2022		December 31, 2021
	(In thousands)
Hosted services – Business	$	101,113	$	94,107
Hosted services – Consumer	795		870
Professional services – Business	1,311		3,831
Total deferred revenue - short term	$	103,219	$	98,808

Hosted services – Business	171		—
Professional services – Business	$	116	$	54
Total deferred revenue - long term	$	287	$	54

Schedule of Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Revenue:
Hosted services – Business	$	89,491	$	93,234	$	290,671	$	271,966
Hosted services – Consumer	9,460		9,123		27,711		27,944
Professional services – Business	30,610		15,970		73,941		45,913
Total revenue	$	129,561	$	118,327	$	392,323	$	345,823

Schedule of Revenue by Geographic Region

The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
United States	$	89,619	$	80,096	$	267,189	$	229,802
Other Americas (1)	2,470		4,009		10,484		11,917
Total Americas	92,089		84,105		277,673		241,719
EMEA (2) (4)	16,107		23,399		57,890		68,092
APAC (3)	21,365		10,823		56,760		36,012
Total revenue	$	129,561	$	118,327	$	392,323	$	345,823

—————————————

(1)Canada, Latin America and South America

(2)Europe, the Middle East and Africa (“EMEA”)

(3)Asia-Pacific (“APAC”)

Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue

The opening and closing balances of the Company’s accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows (in thousands):


	Accounts Receivable		Unbilled Receivable		Contract Acquisition Costs (Non-current)		Deferred Revenue (Current)		Deferred Revenue (Non-current)

Opening balance as of December 31, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	5,863		1,074		(772)		4,411		233
Ending balance as of September 30, 2022	$	75,122	$	25,619	$	39,903	$	103,219	$	287

Schedule of Allowance for Uncollectible Accounts

Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible.



	Allowance for Doubtful Accounts
	(In thousands)
Balance as of December 31, 2021	$	6,338
Additions charged to costs and expenses	4,669
Deductions/write-offs	(2,496)
Balance as of September 30, 2022	$	8,511

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share

A reconciliation of shares used in calculating basic and diluted net loss per share follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net loss (in thousands)	$	(43,248)	$	(32,807)	$	(184,023)	$	(75,121)
Weighted average number of shares outstanding, basic and diluted	77,784,346		69,798,839		76,969,629		68,926,203
Net loss per share, basic and diluted	$	(0.56)	$	(0.47)	$	(2.39)	$	(1.09)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows:


	As of September 30,
	2022	2021
Shares subject to outstanding common stock options and employee stock purchase plan	4,514,229	4,291,829
Restricted stock units	5,246,300	3,063,156
Fair value of earn-outs	11,996,072	697,133
Conversion option of the 2024 Notes	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
Total	34,597,070	20,892,587

Segment Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of Financial Information by Segment

Summarized financial information by segment for the three months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	89,491	$	—	$	—	$	89,491
Hosted services – Consumer	—		9,460		—		9,460
Professional services – Business	30,610		—		—		30,610
Total revenue	120,101		9,460		—		129,561
Cost of revenue	42,392		1,289		—		43,681
Sales and marketing	42,826		6,622		—		49,448
Amortization of purchased intangibles	920		—		—		920
Unallocated corporate expenses	—		—		84,026		84,026
Operating income (loss)	$	33,963	$	1,549	$	(84,026)	$	(48,514)

Summarized financial information by segment for the three months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	93,234	$	—	$	—	$	93,234
Hosted services – Consumer	—		9,123		—		9,123
Professional services – Business	15,970		—		—		15,970
Total revenue	109,204		9,123		—		118,327
Cost of revenue	37,057		1,738		—		38,795
Sales and marketing	34,640		6,212		—		40,852
Amortization of purchased intangibles	488		—		—		488
Unallocated corporate expenses	—		—		58,971		58,971
Operating income (loss)	$	37,019	$	1,173	$	(58,971)	$	(20,779)

Summarized financial information by segment for the nine months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	290,671	$	—	$	—	$	290,671
Hosted services – Consumer	—		27,711		—		27,711
Professional services – Business	73,941		—		—		73,941
Total revenue	364,612		27,711		—		392,323
Cost of revenue	134,229		4,068		—		138,297
Sales and marketing	148,370		19,193		—		167,563
Amortization of purchased intangibles	2,742		—		—		2,742
Unallocated corporate expenses	—		—		266,669		266,669
Operating income (loss)	$	79,271	$	4,450	$	(266,669)	$	(182,948)

Summarized financial information by segment for the nine months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Business		Consumer		Corporate		Consolidated
	(In thousands)
Revenue:
Hosted services – Business	$	271,966	$	—	$	—	$	271,966
Hosted services – Consumer	—		27,944		—		27,944
Professional services – Business	45,913		—		—		45,913
Total revenue	317,879		27,944		—		345,823
Cost of revenue	106,932		5,445		—		112,377
Sales and marketing	96,758		19,669		—		116,427
Amortization of purchased intangibles	1,237		—		—		1,237
Unallocated corporate expenses	—		—		163,768		163,768
Operating income (loss)	$	112,952	$	2,830	$	(163,768)	$	(47,986)

Schedule of Long-Lived Assets by Geographic Region

The following table presents the Company’s long-lived assets by geographic region as of the dates presented:


	September 30, 2022		December 31, 2021
	(In thousands)
United States	$	476,244	$	444,318
Germany	42,927		52,342
Israel	23,161		20,754
Australia	12,031		12,771
Netherlands	3,320		4,566
Other (1)	13,405		15,629
Total long-lived assets	$	571,088	$	550,380

——————————————

(1)United Kingdom, Japan, France, Italy, Spain, Canada, and Singapore.

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows:


	Business		Consumer		Consolidated
	(In thousands)
Balance as of December 31, 2021	$	283,191	$	8,024	$	291,215
Adjustments to goodwill:
Acquisitions	15,511		—		15,511
Foreign exchange adjustment	(6,148)		—		(6,148)
Balance as of September 30, 2022	$	292,554	$	8,024	$	300,578

Summary of Intangible Assets

Intangible assets, net, are summarized as follows:


	As of September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	97,143	$	(41,938)	$	55,205	5.0 years
Customer relationships	31,795		(16,795)		15,000		10.0 years
Patents	10,234		(1,332)		8,902		12.8 years
Trademarks	1,275		(312)		963		5.0 years
Trade names	1,040		(273)		767		2.8 years
Other	914		(294)		620		4.1 years
Total intangible assets	$	142,401	$	(60,944)	$	81,457


	As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	90,626	$	(30,757)	$	59,869	5.1 years
Customer relationships	32,162		(15,164)		16,998		10.0 years
Patents	7,988		(1,137)		6,851		11.8 years
Trademarks	1,474		(135)		1,339		5.0 years
Trade names	460		(43)		417		2.1 years
Other	314		(234)		80		2.2 years
Total intangible assets	$	133,024	$	(47,470)	$	85,554

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

stimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
Remainder of fiscal 2022	$	4,626
2023	17,753
2024	15,965
2025	15,567
2026	12,901
Thereafter	14,645
Total	$	81,457

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The following table presents the detail of property and equipment, net for the periods presented:


	September 30, 2022		December 31, 2021
	(In thousands)
Computer equipment and software	$	123,237	$	120,685
Internal-use software development costs	150,831		122,479
Finance lease right of use assets	3,998		6,797
Furniture, equipment, and building improvements	519		258
Property and equipment, at cost	278,585		250,219
Less: accumulated depreciation	(142,755)		(125,493)
Property and equipment, net	$	135,830	$	124,726

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

The following table presents the detail of accrued expenses and other current liabilities for the periods presented:


	September 30, 2022		December 31, 2021
	(In thousands)
Professional services and consulting and other vendor fees	$	42,381	$	58,811
Payroll and other employee related costs	22,373		29,855
Short-term contingent earn-out	36,109		—
Sales commissions	2,010		4,269
Finance lease liability	3,412		3,738
Unrecognized tax benefits	2,377		2,424
Restructuring	5,710		1,694
Taxes other than income tax	1,196		918
Other	2,853		2,588
Total accrued expenses and other current liabilities	$	118,421	$	104,297

Convertible Senior Notes and Capped Call Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Carrying Amount of Liability Component of Convertible Debt

The net carrying amount of the liability component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Principal	$	747,500	$	747,500
Unamortized discount	—		(162,960)
Unamortized issuance costs	(11,025)		(10,302)
Net carrying amount	$	736,475	$	574,238

Schedule of Carrying Amount of Equity Component of Convertible Debt

The net carrying amount of the equity component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Proceeds allocated to the conversion options (debt discount)	$	—	$	215,434
Issuance costs	—		(5,783)
Net carrying amount	$	—	$	209,651

Schedule of Interest Expense Incurred

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Contractual interest expense	$	431	$	431	$	1,294	$	1,294
Amortization of issuance costs	946		630		2,831		1,858
Amortization of debt discount	—		8,396		—		24,770
Total interest expense	$	1,377	$	9,457	$	4,125	$	27,922

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date:


	WildHealth Acquisition
	(In thousands)
Assets acquired
Cash	$	1,353
Other current assets	382
Fixed assets	248
Intangible assets	8,300
Other assets	1,037
Total assets acquired	$	11,320
Liabilities assumed
Current liabilities assumed	$	(1,463)
Deferred tax liabilities	(1,603)
Other liabilities assumed	(1,500)
Total liabilities assumed	(4,566)
Net assets acquired	6,754
Total acquisition consideration	22,265
Goodwill	$	15,511

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following is the breakout of the intangible assets acquired:


	Fair Value		Useful life
	(In thousands)
Amortizing intangible assets:
Developed technology	$	7,100	5.0 years
Trade name	600		5.0 years
Fellowship content	600		5.0 years
Total amortizing intangible assets	$	8,300

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Supplemental cash flow information related to leases

Supplemental cash flow information related to leases for the periods listed are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,201	$	651	$	3,584	$	1,894
Operating cash flows for finance leases	44		77		162		256
Financing cash flows for finance leases	936		876		2,785		2,604

Schedule of components of lease costs

The components of lease costs for the periods listed are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Finance lease cost
Amortization of right of use assets	$	929	$	908	$	2,762	$	2,696
Interest	44		77		162		256
Operating lease cost	1,211		2,324		5,621		5,805
Total lease cost	$	2,184	$	3,309	$	8,545	$	8,757


	September 30, 2022		September 30, 2021
Weighted Average Remaining Lease Term:
Operating leases	1.5 years		2.7 years
Finance leases	1.3 years		2.1 years

Weighted Average Discount Rate:
Operating leases	7	%	7	%
Finance leases	4	%	4	%

Supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


	Classification on the Condensed Consolidated Balance Sheet	September 30, 2022		December 31, 2021
		(In thousands)
Assets
Operating right of use assets	Operating lease right of use assets	$	2,270	$	1,977
Finance right of use assets	Property and equipment, net	3,998		6,797

Liabilities
Current liabilities:
Operating lease liability	Operating lease liability	$	3,221	$	3,380
Finance lease liability	Accrued expenses and other current liabilities	3,412		3,738
Non-current liabilities:
Operating lease liability	Operating lease liability, net of current portion	$	698	$	2,733
Finance lease liability	Other liabilities	277		2,780

Schedule of Future Minimum Lease Payments

Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease term in excess of one year) are as follows:


	September 30, 2022
	Operating Leases		Finance Leases
	(In thousands)
2022 (remaining three months at September 30, 2022)	$	1,256	$	980
2023	2,242		2,609
2024	268		109
2025	304		81
2026	127		—
Total minimum lease payments	4,197		3,779
Less: present value adjustment	(278)		(90)
Present value of lease liabilities	$	3,919	$	3,689

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value

The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021, are summarized as follows:


	September 30, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	321,553	$	—	$	—	$	321,553
Total assets	$	321,553	$	—	$	—	$	321,553

Liabilities
Earn-outs treated as contingent consideration	$	—	$	—	$	23,282	$	23,282
Earn-outs treated as liability awards	—		—		41,843		41,843
Total liabilities	$	—	$	—	$	65,125	$	65,125


	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	416,178	$	—	$	—	$	416,178
Total assets	$	416,178	$	—	$	—	$	416,178

Liabilities
Contingent earn-out	$	—	$	—	$	29,830	$	29,830
Total liabilities	$	—	$	—	$	29,830	$	29,830

Schedule of Changes in Fair Value of Level 3 Liabilities

The changes in fair value of the Level 3 liabilities are as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Balance, beginning of year	$	29,830	$	—
Additions in the period	45,017		29,830
Change in fair value of contingent consideration	(8,568)		—
Change in fair value of liability awards	(1,154)		132
Payments	—		(132)
Balance, end of period	$	65,125	$	29,830

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity and Weighted Average Exercise Prices

A summary of the Company’s stock option activity and weighted average exercise prices follows:


	Stock Option Activity			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options	Weighted Average Exercise Price
	(In thousands)	(Per share)		(In years)	(In thousands)
Balances outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Granted	802	22.75
Exercised	(200)	6.27
Cancelled or expired	(870)	38.52
Balances outstanding at September 30, 2022	4,514	25.28		6.58	1,471
Options vested and expected to vest	1,187	31.64		8.48	895
Options exercisable at September 30, 2022	2,680	$	20.67	5.21	$	476

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of the Company’s RSU activity and weighted average exercise prices follows:


	Restricted Stock Unit Activity
	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Fair Value
	(In thousands)	(Per share)		(In thousands)
Balances outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,205	19.76
Vested	(1,711)	30.07
Forfeited	(980)	42.43
Non-vested and outstanding at September 30, 2022	5,246	$	29.17	$	49,420
Expected to vest	3,233	$	29.43	$	30,459

Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model

The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2022	2021	2022	2021
Dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	2.82% - 3.05%	0.72% - 1.02%	1.62% - 3.38%	0.46% - 1.02%
Expected life (in years)	5	5	5	5
Historical volatility	59.74% - 61.22%	53.51% - 53.67%	53.87% - 61.22%	53.51% - 54.55%

Restructuring (Tables)

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Liability by Cost Type


	September 30, 2022		December 31, 2021
	(In thousands)
Balance, beginning of year	$	1,694	$	4,732
Lease restructuring costs	339		724
Severance and other compensation associated costs	17,610		2,673
Cash payments	(13,933)		(6,435)
Balance, end of period	$	5,710	$	1,694

Schedule of Restructuring and Related Costs

The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(In thousands)
Restructuring costs:



Lease restructuring costs	$	—	$	44	$	339	$	594

Severance and other compensation associated costs	7,111		—		17,610		2,675
Total restructuring costs	$	7,111	$	44	$	17,949	$	3,269

Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Attributable to Parent	$ 89,511	$ 120,755	$ 180,346	$ 349,437	$ 262,109	$ 261,692	$ 260,017	$ 243,934
Additional Paid-in Capital
Stockholders' Equity Attributable to Parent	757,162	740,132	719,514	871,788	733,202	696,923	674,695	635,672
Accumulated Deficit
Stockholders' Equity Attributable to Parent	(650,638)	$ (607,390)	$ (531,979)	(516,859)	$ (467,006)	$ (434,199)	$ (413,080)	$ (391,885)
Accounting Standards Update 2020-06
Debt Instrument, Increase (Decrease), Net	159,400
Adjustment \| Accounting Standards Update 2020-06
Stockholders' Equity Attributable to Parent				(159,407)
Adjustment \| Accounting Standards Update 2020-06 \| Additional Paid-in Capital
Stockholders' Equity Attributable to Parent	(209,700)			(209,651)
Adjustment \| Accounting Standards Update 2020-06 \| Accumulated Deficit
Stockholders' Equity Attributable to Parent	$ 50,200			$ 50,244

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	$ 103,219	$ 98,808
Total deferred revenue - long term	287	54
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	101,113	94,107
Total deferred revenue - long term	171	0
Hosted Services - Consumer
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	795	870
Professional Services
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	1,311	3,831
Total deferred revenue - long term	$ 116	$ 54

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 129,561	$ 118,327	$ 392,323	$ 345,823
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Total revenue	89,491	93,234	290,671	271,966
Hosted Services - Consumer
Disaggregation of Revenue [Line Items]
Total revenue	9,460	9,123	27,711	27,944
Professional Services
Disaggregation of Revenue [Line Items]
Total revenue	$ 30,610	$ 15,970	$ 73,941	$ 45,913

- 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

Revenue Recognition - Revenue by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 129,561	$ 118,327	$ 392,323	$ 345,823
United States
Disaggregation of Revenue [Line Items]
Total revenue	89,619	80,096	267,189	229,802
Other Americas
Disaggregation of Revenue [Line Items]
Total revenue	2,470	4,009	10,484	11,917
Total Americas
Disaggregation of Revenue [Line Items]
Total revenue	92,089	84,105	277,673	241,719
EMEA
Disaggregation of Revenue [Line Items]
Total revenue	16,107	23,399	57,890	68,092
APAC
Disaggregation of Revenue [Line Items]
Total revenue	21,365	10,823	56,760	36,012
United Kingdom
Disaggregation of Revenue [Line Items]
Total revenue	13,100	14,300	41,600	42,400
Netherlands
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,300	$ 1,200	$ 4,800	$ 3,700

- Definition

+ References

+ Details

Revenue Recognition - Receivables and Deferred Revenue (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Contract Balances [Roll Forward]
Accounts receivable, opening balance	$ 93,804
Accounts receivable, ending balance	100,741
Contract acquisition costs noncurrent, opening balance	40,675
Contract acquisition costs noncurrent, increase (decrease), net	(772)
Contract acquisition costs noncurrent, ending balance	39,903
Deferred revenue (current), opening balance	98,808
Deferred revenue (current), increase (decrease), net	4,411
Deferred revenue (current), ending balance	103,219
Deferred revenue (long-term), opening balance	54
Deferred revenue (long-term), increase (decrease), net	233
Deferred revenue (long-term), ending balance	287
Billed receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	69,259
Accounts receivable, increase (decrease), net	5,863
Accounts receivable, ending balance	75,122
Unbilled receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	24,545
Accounts receivable, increase (decrease), net	1,074
Accounts receivable, ending balance	$ 25,619

Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Allowance for Doubtful Accounts
Beginning balance	$ 6,338
Additions charged to costs and expenses	4,669	$ 2,431
Deductions/write-offs	(2,496)
Ending balance	$ 8,511

Revenue Recognition - Narrative (Details) $ in Thousands	9 Months Ended
Revenue Recognition - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 430,500
Percentage of remaining performance obligations to be recognized over next 24 months	88.00%
Recognition of deferred revenue	$ 67,200

Net Loss Per Share - Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss (in thousands)	$ (43,248)	$ (75,411)	$ (65,364)	$ (32,807)	$ (21,119)	$ (21,195)	$ (184,023)	$ (75,121)
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares)	77,784,346			69,798,839			76,969,629	68,926,203
Weighted average shares outstanding used in basic net loss per common share calculation (in shares)	77,784,346			69,798,839			76,969,629	68,926,203
Diluted net loss per common share (in dollars per share)	$ (0.56)			$ (0.47)			$ (2.39)	$ (1.09)
Basic net loss per common share (in dollars per share)	$ (0.56)			$ (0.47)			$ (2.39)	$ (1.09)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

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

+ References

+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of EPS (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	34,597,070	20,892,587
Shares subject to outstanding common stock options and employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	4,514,229	4,291,829
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	5,246,300	3,063,156
Conversion option of the Notes \| 2024 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	5,961,186	5,961,186
Conversion option of the Notes \| 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	6,879,283	6,879,283
Fair Value Earnout
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	11,996,072	697,133

Net Loss Per Share - Narrative (Details) - Convertible Debt - $ / shares	1 Months Ended
	Dec. 31, 2020	Mar. 31, 2019
2024 Notes
Debt Instrument [Line Items]
Threshold percentage of stock price if converted		130.00%
Convertible debt conversion price (in dollars per share)		$ 38.58
2026 Notes
Debt Instrument [Line Items]
Threshold percentage of stock price if converted	130.00%
Convertible debt conversion price (in dollars per share)	$ 75.23

Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Total revenue	$ 129,561	$ 118,327	$ 392,323	$ 345,823
Cost of revenue	43,681	38,795	138,297	112,377
Sales and marketing	49,448	40,852	167,563	116,427
Amortization of purchased intangibles	920	488	2,742	1,237
Unallocated corporate expenses	84,026	58,971	266,669	163,768
Loss from operations	(48,514)	(20,779)	(182,948)	(47,986)
Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Cost of revenue	0	0	0	0
Sales and marketing	0	0	0	0
Amortization of purchased intangibles	0	0	0	0
Unallocated corporate expenses	84,026	58,971	266,669	163,768
Loss from operations	(84,026)	(58,971)	(266,669)	(163,768)
Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	120,101	109,204	364,612	317,879
Cost of revenue	42,392	37,057	134,229	106,932
Sales and marketing	42,826	34,640	148,370	96,758
Amortization of purchased intangibles	920	488	2,742	1,237
Unallocated corporate expenses	0	0	0	0
Loss from operations	33,963	37,019	79,271	112,952
Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	9,460	9,123	27,711	27,944
Cost of revenue	1,289	1,738	4,068	5,445
Sales and marketing	6,622	6,212	19,193	19,669
Amortization of purchased intangibles	0	0	0	0
Unallocated corporate expenses	0	0	0	0
Loss from operations	1,549	1,173	4,450	2,830
Hosted Services - Business
Segment Reporting Information [Line Items]
Total revenue	89,491	93,234	290,671	271,966
Hosted Services - Business \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Hosted Services - Business \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	89,491	93,234	290,671	271,966
Hosted Services - Business \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Hosted Services - Consumer
Segment Reporting Information [Line Items]
Total revenue	9,460	9,123	27,711	27,944
Hosted Services - Consumer \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Hosted Services - Consumer \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Hosted Services - Consumer \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	9,460	9,123	27,711	27,944
Professional Services
Segment Reporting Information [Line Items]
Total revenue	30,610	15,970	73,941	45,913
Professional Services \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Professional Services \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	30,610	15,970	73,941	45,913
Professional Services \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	$ 0	$ 0	$ 0	$ 0

Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total long-lived assets	$ 571,088	$ 550,380
United States
Segment Reporting Information [Line Items]
Total long-lived assets	476,244	444,318
Germany
Segment Reporting Information [Line Items]
Total long-lived assets	42,927	52,342
Israel
Segment Reporting Information [Line Items]
Total long-lived assets	23,161	20,754
Australia
Segment Reporting Information [Line Items]
Total long-lived assets	12,031	12,771
Netherlands
Segment Reporting Information [Line Items]
Total long-lived assets	3,320	4,566
Other
Segment Reporting Information [Line Items]
Total long-lived assets	$ 13,405	$ 15,629

Segment Information - Narrative (Details)	9 Months Ended
Segment Information - Narrative (Details)	Sep. 30, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	2

Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 291,215
Acquisitions	15,511
Foreign exchange adjustment	(6,148)
Goodwill, ending balance	300,578
Business
Goodwill [Roll Forward]
Goodwill, beginning balance	283,191
Acquisitions	15,511
Foreign exchange adjustment	(6,148)
Goodwill, ending balance	292,554
Consumer
Goodwill [Roll Forward]
Goodwill, beginning balance	8,024
Acquisitions	0
Foreign exchange adjustment	0
Goodwill, ending balance	$ 8,024

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 142,401	$ 133,024
Accumulated Amortization		(60,944)	(47,470)
Net Carrying Amount		81,457	85,554
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		97,143	90,626
Accumulated Amortization		(41,938)	(30,757)
Net Carrying Amount		$ 55,205	59,869
Weighted Average Amortization Period	5 years 1 month 6 days	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 31,795	32,162
Accumulated Amortization		(16,795)	(15,164)
Net Carrying Amount		$ 15,000	16,998
Weighted Average Amortization Period	10 years	10 years
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 10,234	7,988
Accumulated Amortization		(1,332)	(1,137)
Net Carrying Amount		$ 8,902	6,851
Weighted Average Amortization Period	11 years 9 months 18 days	12 years 9 months 18 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 1,275	1,474
Accumulated Amortization		(312)	(135)
Net Carrying Amount		$ 963	1,339
Weighted Average Amortization Period	5 years	5 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 1,040	460
Accumulated Amortization		(273)	(43)
Net Carrying Amount		$ 767	417
Weighted Average Amortization Period	2 years 1 month 6 days	2 years 9 months 18 days
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 914	314
Accumulated Amortization		(294)	(234)
Net Carrying Amount		$ 620	$ 80
Weighted Average Amortization Period	2 years 2 months 12 days	4 years 1 month 6 days

Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Estimated Amortization Expense
Remainder of fiscal 2022	$ 4,626
2023	17,753
2024	15,965
2025	15,567
2026	12,901
Thereafter	14,645
Total	$ 81,457	$ 85,554

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4.8	$ 0.9	$ 13.8	$ 2.2

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property and Equipment, Net
Finance lease right of use assets	$ 3,998	$ 6,797
Property and equipment and finance lease, gross	278,585	250,219
Less: accumulated depreciation	(142,755)	(125,493)
Property and equipment, net	135,830	124,726
Computer equipment and software
Property and Equipment, Net
Property and equipment gross	123,237	120,685
Internal-use software development costs
Property and Equipment, Net
Property and equipment gross	150,831	122,479
Furniture, equipment, and building improvements
Property and Equipment, Net
Property and equipment gross	$ 519	$ 258

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Professional services and consulting and other vendor fees	$ 42,381	$ 58,811
Payroll and other employee related costs	22,373	29,855
Short-term contingent earn-out	36,109	0
Sales commissions	2,010	4,269
Finance lease liability	3,412	3,738
Unrecognized tax benefits	2,377	2,424
Balance, beginning of year	5,710	1,694	$ 4,732
Taxes other than income tax	1,196	918
Other	2,853	2,588
Total accrued expenses and other current liabilities	$ 118,421	$ 104,297

Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Carrying Amount of Liability Component:
Net carrying amount	$ 736,475	$ 574,238
Convertible Debt \| Convertible Senior Notes
Carrying Amount of Liability Component:
Principal	747,500	747,500
Unamortized discount	0	(162,960)
Unamortized issuance costs	$ (11,025)	$ (10,302)

Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Equity Component of Convertible Debt (Details) - Convertible Senior Notes - Convertible Debt - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Proceeds allocated to the conversion options (debt discount)	$ 0	$ 215,434
Issuance costs	0	(5,783)
Net carrying amount	$ 0	$ 209,651

Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 2,831	$ 1,858
Accretion of debt discount on convertible senior notes			0	24,770
Total interest expense	$ 1,400		4,100
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	431	$ 431	1,294	1,294
Amortization of debt issuance costs	946	630	2,831	1,858
Accretion of debt discount on convertible senior notes	0	8,396	0	24,770
Total interest expense	$ 1,377	$ 9,457	$ 4,125	$ 27,922

Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands	1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 31, 2020 USD ($) day $ / shares shares	Mar. 31, 2019 USD ($) equity_instrument day $ / shares shares	Sep. 30, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Debt Instrument [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001			$ 0.001		$ 0.001	$ 0.001
Interest expense			$ 1,400,000			$ 4,100,000
Number of shares of common stock covered by called caps (shares) \| shares	6,880	5,960
Reduction to additional paid-in-capital related to called caps	$ 46,100,000	$ 23,200,000
Adjustments to additional paid in capital related to issuance costs attributable to equity component				$ 3,700,000
Net carry amount			736,475,000			736,475,000			$ 574,238,000
2024 Notes
Debt Instrument [Line Items]
Carry amount of equity component of convertible notes		52,900,000
Total deferred issuance costs		8,600,000
Debt issuance costs attributable to liability		6,600,000
Adjustments to additional paid in capital related to issuance costs attributable to equity component		$ 2,000,000
Net carry amount			227,500,000			227,500,000
Debt Issuance Costs, Net			2,500,000			2,500,000
2026 Notes
Debt Instrument [Line Items]
Carry amount of equity component of convertible notes									162,500,000
Total deferred issuance costs									12,200,000
Debt issuance costs attributable to liability									8,500,000
Net carry amount			509,000,000			509,000,000
Debt Issuance Costs, Net			$ 8,500,000			$ 8,500,000
Capped calls
Debt Instrument [Line Items]
Capped caps initial strike price (in dollars per share) \| $ / shares	$ 75.23	$ 38.58						75.23
Capped caps initial cap price (in dollars per share) \| $ / shares	$ 105.58	$ 57.16						$ 105.58
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Aggregate principal		$ 230,000,000
Debt instrument stated rate (percent)		0.75%
Aggregate principal from exercise in full of over-allotment options		$ 30,000,000
Proceeds from debt offering, net of debt issuance costs		221,400,000
Debt instrument, unit of principal for conversion		$ 1,000
Number of shares per convertible note \| equity_instrument		25.9182
Convertible debt conversion price (in dollars per share) \| $ / shares		$ 38.58
Percentage of principal amount paid if repurchase due to fundamental change (percent)		100.00%
Threshold trading days in consideration of note conversion \| day		20
Threshold consecutive trading days in analysis of conversion price \| day		30
Threshold percentage of stock price if converted		130.00%
Threshold for five day period, product of sale price of common stock and conversion rate of notes		98.00%
Remaining amortization period for debt discount and debt issuance costs						1 year 4 months 24 days
Effective interest rate (percent)			0.0153%			0.0153%
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Aggregate principal	$ 517,500,000							$ 517,500,000
Debt instrument stated rate (percent)	0.00%							0.00%
Aggregate principal from exercise in full of over-allotment options	$ 67,500,000							$ 67,500,000
Proceeds from debt offering, net of debt issuance costs								505,300,000
Debt instrument, unit of principal for conversion	$ 1,000							$ 1,000
Number of shares per convertible note	13.2933
Convertible debt conversion price (in dollars per share) \| $ / shares	$ 75.23							$ 75.23
Percentage of principal amount paid if repurchase due to fundamental change (percent)	100.00%
Threshold trading days in consideration of note conversion \| day	20
Threshold consecutive trading days in analysis of conversion price \| day	30
Threshold percentage of stock price if converted	130.00%
Threshold for five day period, product of sale price of common stock and conversion rate of notes	98.00%
Remaining amortization period for debt discount and debt issuance costs						4 years 2 months 12 days
Effective interest rate (percent)			0.004%			0.004%
Convertible Debt \| Convertible Senior Notes
Debt Instrument [Line Items]
Carry amount of equity component of convertible notes			$ 0			$ 0			215,434,000
Interest expense			1,377,000		$ 9,457,000	4,125,000	$ 27,922,000
Debt Issuance Costs, Net			$ 11,025,000			$ 11,025,000			$ 10,302,000

Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	1 Months Ended
	Feb. 28, 2022	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 300,578	$ 291,215
WildHealth
Business Acquisition [Line Items]
Cash	$ 1,353
Other current assets	382
Fixed assets	248
Intangible assets	8,300
Other assets	1,037
Total assets acquired	11,320
Current liabilities assumed	(1,463)
Deferred tax liabilities	(1,603)
Other liabilities assumed	(1,500)
Total liabilities assumed	(4,566)
Net assets acquired	6,754
Total acquisition consideration	22,265
Goodwill	$ 15,511

Acquisitions - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - WildHealth $ in Thousands	1 Months Ended
	Feb. 28, 2022 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 8,300
Developed technology
Business Acquisition [Line Items]
Intangible assets	$ 7,100
Useful life	5 years
Trade names
Business Acquisition [Line Items]
Intangible assets	$ 600
Useful life	5 years
Fellowship content
Business Acquisition [Line Items]
Intangible assets	$ 600
Useful life	5 years

Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill acquired		$ 300,578	$ 300,578	$ 291,215
WildHealth
Business Acquisition [Line Items]
Purchase price	$ 22,265
Cash payment in acquisition	4,600
Equity consideration in acquisition	$ 17,700
Number of shares issued in acquisition	776,825
Value of shares issued in acquisition	$ 20,800
Business Acquisition, Share Price	$ 26.81
Contingent earn out liability	$ 120,000
Cash election restriction percentage	18.00%
Earn-out payments accrued		14,700	38,200
Goodwill acquired	$ 15,511
Intangible assets	8,300
Deferred tax liability for identified intangible assets	1,603
Indemnification assets	$ 1,200
Business acquisition transaction costs		$ 300	$ 300

Acquisitions - Phantom (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Acquisitions - Phantom (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
General and administrative expense	$ 32,171	$ 17,193	$ 92,152	$ 47,784
WildHealth
Business Acquisition [Line Items]
General and administrative expense	$ 0

Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating cash flows for operating leases	$ 1,201	$ 651	$ 3,584	$ 1,894
Operating cash flows for finance leases	44	77	162	256
Financing cash flows for finance leases	$ 936	$ 876	$ 2,785	$ 2,604

Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Amortization of right of use assets	$ 929	$ 908	$ 2,762	$ 2,696
Interest	44	77	162	256
Operating lease cost	1,211	2,324	5,621	5,805
Total lease cost	$ 2,184	$ 3,309	$ 8,545	$ 8,757
Operating leases, weighted average remaining lease term (in years)	1 year 6 months	2 years 8 months 12 days	1 year 6 months	2 years 8 months 12 days
Finance leases, weighted average remaining lease term (in years)	1 year 3 months 18 days	2 years 1 month 6 days	1 year 3 months 18 days	2 years 1 month 6 days
Operating leases, weighted average discount rate (percent)	7.00%	7.00%	7.00%	7.00%
Finance leases, weighted average discount rate (percent)	4.00%	4.00%	4.00%	4.00%

Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Operating right of use assets	$ 2,270	$ 1,977
Finance right of use assets	3,998	6,797
Current liabilities:
Operating Lease, Liability, Current	3,221	3,380
Finance lease liability	3,412	3,738
Non-current liabilities:
Operating Lease, Liability, Noncurrent	698	2,733
Finance lease liability	$ 277	$ 2,780

Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating Leases
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 1,256
2022	2,242
2023	268
2024	304
2025	127
Total minimum lease payments	4,197
Less: present value adjustment	(278)
Present value of lease liabilities	3,919	$ 6,100
Finance Leases [Abstract]
Finance Lease, Liability, to be Paid, Remainder of Fiscal Year	980
2022	2,609
2023	109
2024	81
2026	0
Total minimum lease payments	3,779
Less: present value adjustment	(90)
Present value of lease liability	$ 3,689

Leases (Narrative) (Details) $ in Thousands		9 Months Ended
Leases (Narrative) (Details) $ in Thousands	Jul. 13, 2020 Lease	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right of use assets (Note 10)		$ 2,270		$ 1,977
Operating lease, liability		3,919		$ 6,100
Number of leases abandoned \| Lease	14
Gain on settlement of leases		0	$ 3,483
Restricted cash in prepaid expenses and other current assets		414	$ 1,480
Israel
Lessee, Lease, Description [Line Items]
Restricted cash in prepaid expenses and other current assets		200
Australia
Lessee, Lease, Description [Line Items]
Restricted cash in prepaid expenses and other current assets		$ 200
Minimum
Leases [Abstract]
Operating leases remaining lease term		1 year
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term		1 year
Maximum
Leases [Abstract]
Operating leases remaining lease term		4 years
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term		4 years

Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities
Short-term contingent earn-out	$ 36,109	$ 0
Recurring
Assets
Money market funds	321,553	416,178
Total assets	321,553	416,178
Earn-Outs Treated As Contingent Compensation	23,282
Earn-Outs Treated As Liability Awards	41,843
Liabilities
Total liabilities	65,125	29,830
Recurring \| Contingent earn-out
Liabilities
Short-term contingent earn-out	41,843	29,830
Recurring \| Level 1
Assets
Money market funds	321,553	416,178
Total assets	321,553	416,178
Earn-Outs Treated As Contingent Compensation	0
Liabilities
Total liabilities	0	0
Recurring \| Level 1 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	0	0
Recurring \| Level 2
Assets
Money market funds	0	0
Total assets	0	0
Earn-Outs Treated As Contingent Compensation	0
Liabilities
Total liabilities	0	0
Recurring \| Level 2 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	0	0
Recurring \| Level 3
Assets
Money market funds	0	0
Total assets	0	0
Earn-Outs Treated As Contingent Compensation	23,282
Earn-Outs Treated As Liability Awards	41,843
Liabilities
Total liabilities	65,125	29,830
Recurring \| Level 3 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	$ 41,843	$ 29,830

Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Contingent earn-out
Change in Fair Value of Level 3 Liabilities
Additions in the period	$ 45,017	$ 29,830
Ending balance		29,830
Contingent earn-out \| ebot-7
Change in Fair Value of Level 3 Liabilities
Payments	0	(132)
Contingent earn-out \| Tenfold [Member]
Change in Fair Value of Level 3 Liabilities
Ending balance	65,125	29,830
Contingent Consideration
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards	(8,568)	0
Contingent Compensation \| WildHealth
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards	$ (1,154)	$ 132

Fair Value Measurements - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
Fair Value Measurements - Narrative (Details) $ in Millions	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Other Expense
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Employee benefits and share-based compensation	$ 15.5	$ 42.9
Recurring \| Convertible senior note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible senior note net	$ 486.9	$ 486.9

Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2020
Other Commitments [Line Items]
Employer matching contributions	$ 2.8	$ 1.0	$ 5.8	$ 2.8
Estimated sales tax liability, including interest, minimum					$ 2.5
Estimated sales tax liability, including interest, maximum					6.3
Accrued sales tax, including interest	1.1		1.1		$ 2.5
Letter of Credit \| LOC for Security Deposit
Other Commitments [Line Items]
Letters of Credit Outstanding, Amount	$ 0.9		$ 0.9
Match Step One
Other Commitments [Line Items]
Employer matching contribution, percent of match			100.00%
Employer matching contribution percent of eligible compensation			3.00%
Match Step Two
Other Commitments [Line Items]
Employer matching contribution, percent of match			50.00%
Employer matching contribution percent of eligible compensation			2.00%

Stockholders' Equity - Summary of Stock Option Activity and Weighted Average Exercise Prices (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Options
Beginning balance (in shares)	4,782	4,782
Granted (in shares)		802
Exercised (in shares)		(200)
Cancelled or expired (in shares)		(870)
Ending balance (in shares)		4,514
Options vested and expected to vest (in shares)		1,187
Options exercisable at end of period (in shares)		2,680
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 27.52	$ 27.52
Granted (in dollars per share)		22.75
Exercised (in dollars per share)		6.27
Cancelled or expired (in dollars per share)		38.52
Ending balance (in dollars per share)		25.28
Options vested and expected to vest (in dollars per share)		31.64
Options exercisable at end of period (in dollars per share)		$ 20.67
Weighted Average Remaining Contractual Term
Weighted average remaining contract term, Options outstanding	6 years 9 months 7 days	6 years 6 months 29 days
Weighted average remaining contract term, Options vested and expected to vest		8 years 5 months 23 days
Weighted average remaining contract term, Options exercisable		5 years 2 months 15 days
Aggregate Intrinsic Value
Aggregate intrinsic value, Options outstanding		$ 1,471	$ 62,300
Aggregate intrinsic value, Options vested and expected to vest		895
Aggregate intrinsic value, Options exercisable		$ 476

Stockholders' Equity - Summary of Restricted Stock Unit Activity and Weighted Average Exercise Price (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of Shares
Beginning balance outstanding (in shares)	3,732
Awarded (in shares)	4,205
Vested (in shares)	(1,711)
Forfeited (in shares)	(980)
Non-vested and outstanding at end of period (in shares)	5,246
Expected to vest (in shares)	3,233
Weighted Average Grant Date Fair Value (usd per share)
Beginning balance outstanding (in dollars per share)	$ 43.63
Awarded (in dollars per share)	19.76
Vested (in dollars per share)	30.07
Forfeited (in dollars per share)	42.43
Non-vested and outstanding at end of period (in dollars per share)	29.17
Expected to vest (in dollars per share)	$ 29.43
Aggregate Fair Value
Aggregate fair value, Non-vested and outstanding	$ 49,420	$ 133,308
Aggregate fair value, Expected to vest	$ 30,459

Stockholders' Equity - Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Option-Pricing Model Weighted Average Assumptions
Dividend yield (percent)	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate, minimum (percent)	2.82%	0.72%	1.62%	0.46%
Risk-free interest rate, maximum (percent)	3.05%	1.02%	3.38%	1.02%
Expected life (in years)	5 years	5 years	5 years	5 years
Historical volatility, minimum (percent)	59.74%	53.51%	53.87%	53.51%
Historical volatility, maximum (percent)	61.22%	53.67%	61.22%	54.55%

Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Apr. 19, 2021	Dec. 31, 2020	Mar. 31, 2019
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock, authorized (in shares)	200,000,000		200,000,000		200,000,000
Common stock, issued (in shares)	77,934,440		77,934,440		74,980,546
Common stock, outstanding (in shares)	75,188,197		75,188,197		72,234,303
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, authorized (in shares)	5,000,000		5,000,000		5,000,000
Preferred stock, issued (in shares)	0		0		0
Preferred stock, shares outstanding (in shares)	0		0		0
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001		$ 0.001
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, authorized (in shares)	200,000,000		200,000,000		200,000,000
Common stock, issued (in shares)	77,934,440		77,934,440		74,980,546
Common stock, outstanding (in shares)	75,188,197		75,188,197		72,234,303
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000		5,000,000		5,000,000
Preferred stock, shares outstanding (in shares)	0		0		0
Preferred stock, issued (in shares)	0		0		0
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001		$ 0.001
Fair value of stock options exercised			$ 7.4
Accrual for cash awards	$ 0.0	$ 5.1	11.9	$ 15.5
Stock-based compensation expense	$ 31.9	$ 18.3	$ 100.3	$ 48.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 7.35	$ 29.13	$ 11.16	$ 26.98
Dividend yield (percent)	0.00%	0.00%	0.00%	0.00%
Expected life (in years)	5 years	5 years	5 years	5 years
Period used to determine volatility			5 years
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)	40,067,744		40,067,744			5,000,000
Options term (in years)			10 years
Shares reserved for future issuance	2,000,000		2,000,000
Unrecognized compensation cost related to novested share-based compensation arrangements	$ 24.8		$ 24.8
Weighted average recognition period of unrecognized compensation cost			2 years 7 months 6 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)	1,000,000		1,000,000
Shares reserved for future issuance	500,000		500,000
Incentive Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)	6,159,009		6,159,009
Shares reserved for future issuance	1,400,000		1,400,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average recognition period of unrecognized compensation cost			2 years 9 months 18 days
Unrecognized compensation cost related to nonvested share-based compensation arrangements	$ 130.1		$ 130.1
Minimum \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Maximum \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years

Restructuring - Schedule of Restructuring Liability by Cost Type (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring and Related Activities [Abstract]
Balance, beginning of year		$ 5,710	$ 1,694	$ 4,732
Lease restructuring costs	$ 724	339
Severance and other compensation associated costs	2,673	17,610
Cash payments	$ (6,435)	(13,933)
Balance, end of period		$ 5,710

Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 7,111	$ 44	$ 17,949	$ 3,269
Lease restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	44	339	594
Severance and other compensation associated costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 7,111	$ 0	$ 17,610	$ 2,675

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Restructuring and Related Activities [Abstract]
Restructuring expense	$ 7,111	$ 44	$ 17,949	$ 3,269
Restructuring liability	$ 5,710		$ 5,710		$ 1,694	$ 4,732

Legal Matters (Details) - USD ($) $ in Millions		3 Months Ended
Legal Matters (Details) - USD ($) $ in Millions	May 24, 2021	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement, amount awarded from other party	$ 30.3
Compensatory damages	6.7
Punitive damages	23.6
Loss contingency, additional costs owed	$ 0.4
Loss contingency, additional amount awarded		$ 4.3

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Contingency [Line Items]
Increase in valuation recorded		$ 17,400
Provision for income taxes	$ 249		$ 2,538	$ 1,270	$ 2,285
Income tax provision on operating income	100			2,700
Income tax benefit from settlement of uncertain tax benefits	$ 100			200
Valuation allowance						$ 107,100
Increase in valuation allowance recorded as an expense		34,300		38,100
Foreign Tax Authority
Income Tax Contingency [Line Items]
Increase in valuation recorded		$ 51,700
Income tax benefit from settlement of uncertain tax benefits				$ (1,600)

- Definition

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

+ References + Details

Equity Method Investments (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 13, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Investment in joint venture		$ 3,993	$ 3,993	$ 0
Claire Holdings, Inc.
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 19,000
Ownership percentage	19.20%
Due to Claire		10,600	10,600
Other operating income (expense), net		$ 600	$ 700
Claire Holdings, Inc. \| Pasaca Capital Inc. (“Pasaca”)
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 80,000
Ownership percentage	80.80%

Related Parties (Details) $ in Millions	3 Months Ended	9 Months Ended
Related Parties (Details) $ in Millions	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Related Party Transactions [Abstract]
Revenue from related parties	$ 12.9	$ 26.2
Related Party Transaction, Other Revenues from Transactions with Related Party		20.7
Accounts Receivable, Related Parties	13.9	13.9
Due from Related Parties	$ 34.1	$ 34.1

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(3))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Label	Element	Value
Contingent Earn-Out [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value	us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue	$ 0