0001102993-23-000019 | 10-K | XBRL Viewer

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	000-30141
Entity Registrant Name	LIVEPERSON, INC.
Entity Central Index Key	0001102993
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 986,850,184
Entity Common Stock, Shares Outstanding		75,870,887
Documents Incorporated by Reference	The information called for by Part III will be incorporated by reference from the Registrant’s definitive Proxy Statement for its Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, or will be included in an amendment to this Form 10-K.
Current Fiscal Year End Date	--12-31

Auditor Information	12 Months Ended
Auditor Information	Dec. 31, 2022
Cover [Abstract]
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	New York, New York

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 391,781	$ 521,846
Accounts receivable, net of allowances of $9,239 and $6,338 as of December 31, 2022 and 2021, respectively	86,537	93,804
Prepaid expenses and other current assets	24,164	20,626
Assets held for sale (Note 20)	30,984	0
Total current assets	533,466	636,276
Operating lease right-of-use assets (Note 10)	1,604	1,977
Property and equipment, net (Note 6)	126,499	124,726
Contract acquisition costs	43,804	40,675
Intangible assets, net (Note 5)	78,103	85,554
Goodwill (Note 5)	296,214	291,215
Deferred tax assets	4,423	5,034
Investment in joint venture (Note 17)	2,264	0
Other assets	2,563	1,199
Total assets	1,088,940	1,186,656
Current liabilities:
Accounts payable	25,303	16,942
Accrued expenses and other current liabilities (Note 7)	131,440	104,297
Deferred revenue (Note 2)	84,494	98,808
Operating lease liabilities (Note 10)	2,160	3,380
Liabilities associated with assets held for sale (Note 20)	10,357	0
Total current liabilities	253,754	223,427
Deferred revenue, net of current portion (Note 2)	174	54
Convertible senior notes, net (Note 8)	737,423	574,238
Operating lease liabilities, net of current portion (Note 10)	682	2,733
Deferred tax liabilities	2,550	2,049
Other liabilities	26,269	34,718
Total liabilities	1,020,852	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; 78,350,984 and 74,980,546 shares issued, and 75,584,911 and 72,234,303 shares outstanding as of December 31, 2022 and 2021, respectively	78	75
Treasury stock, at cost; 2,766,073 and 2,746,243 shares as of December 31, 2022 and 2021, respectively	(3)	(3)
Additional paid-in capital	771,052	871,788
Accumulated deficit	(692,362)	(516,859)
Accumulated other comprehensive loss	(10,677)	(5,564)
Total stockholders’ equity	68,088	349,437
Total liabilities and stockholders’ equity	$ 1,088,940	$ 1,186,656

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 9,239	$ 6,338
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	78,350,984	74,980,546
Common stock, shares outstanding (in shares)	75,584,911	72,234,303
Treasury stock, at cost (in shares)	2,766,073	2,746,243

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 514,800	$ 469,624	$ 366,620
Costs and expenses:
Cost of revenue	184,699	156,880	106,268
Sales and marketing	214,027	165,421	149,773
General and administrative	120,625	76,757	60,557
Product development	193,688	158,390	108,414
Restructuring costs	19,967	3,397	29,420
Amortization of purchased intangible assets	3,678	2,045	1,639
Total costs and expenses	736,684	562,890	456,071
Loss from operations	(221,884)	(93,266)	(89,451)
Other expense, net:
Interest expense, net	(352)	(37,406)	(14,334)
Other (expense) income, net	(1,784)	3,294	(1,343)
Total other expense, net	(2,136)	(34,112)	(15,677)
Loss before provision for (benefit from) income taxes	(224,020)	(127,378)	(105,128)
Provision for (benefit from) income taxes	1,727	(2,404)	2,466
Net loss	$ (225,747)	$ (124,974)	$ (107,594)
Net loss per share of common stock:
Basic	$ (3.03)	$ (1.80)	$ (1.63)
Diluted	$ (3.03)	$ (1.80)	$ (1.63)
Weighted-average shares used to compute net loss per share:
Basic	74,509,404	69,606,105	65,888,450
Diluted	74,509,404	69,606,105	65,888,450

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock-based compensation expense	$ 109,638	$ 69,656	$ 65,946
Depreciation	32,284	27,423	22,826
Cost of revenue
Stock-based compensation expense	9,933	6,497	6,511
Depreciation	9,763	10,186	10,082
Cost of revenue	18,434	7,282	1,913
Sales and marketing
Stock-based compensation expense	19,575	16,942	16,106
Depreciation	2,451	2,448	2,268
General and administrative
Stock-based compensation expense	40,690	15,487	15,772
Depreciation	452	160	239
Product development
Stock-based compensation expense	39,440	30,730	27,557
Depreciation	$ 19,618	$ 14,629	$ 10,237

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (225,747)	$ (124,974)	$ (107,594)
Foreign currency translation adjustment	(5,113)	(5,644)	4,604
Comprehensive loss	$ (230,860)	$ (130,618)	$ (102,990)

- Definition

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

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+ Details

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Accounting standard adoption adjustment	Common Stock	Treasury Stock	Additional Paid-in Capital	Additional Paid-in Capital Accounting standard adoption adjustment	Accumulated Deficit	Accumulated Deficit Accounting standard adoption adjustment	Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2019			66,543,073	(2,709,830)
Beginning balance at Dec. 31, 2019	$ 148,535		$ 67	$ (3)	$ 436,557		$ (283,562)		$ (4,524)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	1,683,000		1,683,315
Common stock issued upon exercise of stock options	$ 21,354		$ 1		21,353
Common stock issued upon vesting of restricted stock units (in shares)			915,827
Common stock issued upon vesting of restricted stock units	1		$ 1		0
Common stock as earnout payment in connection with AdvantageTec Inc. (in shares)			11,508
Common stock as earnout payment in connection with AdvantageTec, Inc.	293				293
Stock-based compensation	36,132				36,132
Bonus cash payment settled in shares of the Company's common stock (in shares)			991,905
Bonus cash payment settled in shares of the Company’s common stock	24,657		$ 1		24,656
Common stock issued under Employee Stock Purchase Plan (in shares)			118,637
Common stock issued under Employee Stock Purchase Plan (ESPP)	4,002				4,002
Equity component of convertible senior notes	162,534				162,534
Equity component of convertible senior notes issuance costs	3,797				3,797
Purchase of capped call option	46,058				46,058
Net loss	(107,594)						(107,594)
Other comprehensive income (loss)	4,604								4,604
Ending Balance (in shares) at Dec. 31, 2020			70,264,265	(2,709,830)
Ending balance at Dec. 31, 2020	$ 243,934	$ (729)	$ 70	$ (3)	635,672		(391,885)	$ (729)	80
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	863,000		864,227
Common stock issued upon exercise of stock options	$ 11,701		$ 1		11,700
Common stock issued upon vesting of restricted stock units (in shares)			1,058,361
Common stock issued upon vesting of restricted stock units	0		$ 1		(1)
Stock-based compensation	58,422				58,422
Bonus cash payment settled in shares of the Company's common stock (in shares)			538,000
Bonus cash payment settled in shares of the Company’s common stock	33,503		$ 1		33,502
Common stock issued under Employee Stock Purchase Plan (in shares)			95,136
Common stock issued under Employee Stock Purchase Plan (ESPP)	4,409				4,409
Net loss	(124,974)						(124,974)
Other comprehensive income (loss)	(5,644)								(5,644)
Common stock repurchase (in shares)			30,344	36,413
Common stock repurchase	(709)				(709)
Issuance of common stock in connection with acquisitions (in shares)			2,130,213
Issuance of common stock in connection with acquisitions	128,795		$ 2		128,793
Ending Balance (in shares) at Dec. 31, 2021			74,980,546	(2,746,243)
Ending balance at Dec. 31, 2021	$ 349,437		$ 75	$ (3)	871,788		(516,859)		(5,564)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	264,000		272,770
Common stock issued upon exercise of stock options	$ 1,327		$ 0		1,327
Common stock issued upon vesting of restricted stock units (in shares)			1,204,430
Common stock issued upon vesting of restricted stock units	0		$ 1		(1)
Stock-based compensation	68,630				68,630
Bonus cash payment settled in shares of the Company's common stock (in shares)			735,519
Bonus cash payment settled in shares of the Company’s common stock	17,300		$ 1		17,299
Common stock issued under Employee Stock Purchase Plan (in shares)			319,754
Common stock issued under Employee Stock Purchase Plan (ESPP)	4,246				4,246
Net loss	(225,747)						(225,747)
Other comprehensive income (loss)	(5,113)								(5,113)
Common stock repurchase (in shares)			0	19,830
Common stock repurchase	(222)				(222)
Issuance of common stock in connection with acquisitions (in shares)			837,965
Issuance of common stock in connection with acquisitions	17,637		$ 1		17,636
Ending Balance (in shares) at Dec. 31, 2022			78,350,984	(2,766,073)
Ending balance at Dec. 31, 2022	$ 68,088		$ 78	$ (3)	$ 771,052		$ (692,362)		$ (10,677)
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2022		$ (159,407)				$ (209,651)		$ 50,244

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
OPERATING ACTIVITIES:
Net loss	$ (225,747)	$ (124,974)	$ (107,594)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation expense	109,638	69,656	65,946
Depreciation	32,284	27,423	22,826
Loss on disposal	0	0	5,147
Amortization of purchased intangible assets and finance leases	22,112	9,327	3,552
Amortization of debt issuance costs	3,778	2,499	1,340
Accretion of debt discount on convertible senior notes	0	33,309	11,564
Change in fair value of contingent consideration	(8,516)	0	(263)
Allowance for credit losses	5,644	4,879	3,211
Gain on settlement of leases	(242)	(3,483)	0
Deferred income taxes	(1,161)	(6,239)	579
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(38)	(17,309)	6,371
Prepaid expenses and other current assets	(5,979)	(3,178)	23
Contract acquisition costs noncurrent	(6,370)	(1,876)	(6,463)
Other assets	(153)	547	(37)
Accounts payable	12,050	801	(733)
Accrued expenses and other current liabilities	7,485	8,626	22,931
Deferred revenue	(12,341)	7,774	(3,118)
Operating lease liabilities	(2,638)	(4,590)	8,276
Other liabilities	8,093	55	47
Net cash (used in) provided by operating activities	(62,101)	3,247	33,605
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software	(48,486)	(45,703)	(41,641)
Payments for acquisitions, net of cash acquired	(3,430)	(70,759)	0
Purchases of intangible assets	(2,680)	(2,610)	(1,835)
Repayment of debt acquired in acquisition	0	(21,177)	0
Investment in joint venture	(2,264)	0	0
Net cash used in investing activities	(56,860)	(140,249)	(43,476)
FINANCING ACTIVITIES:
Principal payments for financing leases	(3,734)	(3,554)	(1,154)
Repurchase of common stock	(221)	(709)	0
Proceeds from issuance of common stock in connection with the exercise of options and ESPP	5,573	16,110	25,355
Proceeds from issuance of convertible senior notes	0	(4)	517,500
Payment of issuance costs in connection with convertible senior notes	0	0	(11,800)
Purchase of capped call option	0	0	(46,058)
Net cash provided by financing activities	1,618	11,843	483,843
Effect of foreign exchange rate changes on cash and cash equivalents	(3,981)	(5,461)	3,657
Net (decrease) increase in cash, cash equivalents, and restricted cash including cash classified within current assets held for sale	(121,324)	(130,620)	477,629
Less: cash classified within current assets held for sale	(10,011)	0	0
Cash, cash equivalents, and restricted cash - beginning of year	523,532	654,152	176,523
Cash, cash equivalents, and restricted cash - end of year	392,197	523,532	654,152
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets:
Cash and cash equivalents	391,781	521,846	654,152
Restricted cash in prepaid expenses and other current assets	416	1,686	0
Total cash, cash equivalents, and restricted cash	392,197	523,532	654,152
Supplemental disclosure of other cash flow information:
Cash paid for income taxes	3,237	582	4,651
Cash paid for interest	1,932	2,090	1,931
Non-cash investing and financing activities:
Increase in convertible senior notes, net upon adoption of ASU 2020-06 (Note 1)	(159,407)	0	0
Purchase of property and equipment in accounts payable	1,022	470	1,638
Right-of-use assets obtained in exchange for operating lease liabilities	0	2,125	0
Right-of-use assets obtained in exchange for finance lease liabilities	0	0	10,818
Issuance of common shares as earn-out payment associated with business acquisitions			293
Issuance of shares of common stock to settle cash awards	17,300	33,503	24,657
AdvantageTec
Non-cash investing and financing activities:
Issuance of common shares as earn-out payment associated with business acquisitions	$ 0	$ 0	$ 293
e-bot7
Non-cash investing and financing activities:
Issuance of shares of common stock in connection with acquisition (in shares)	351,462	351,462	351,462
Stock Issued	$ 0	$ 20,012	$ 0
Noncash Or Part Noncash Acquisition, Contingent Liability	7,362,000	$ 6,170	0
Tenfold
Non-cash investing and financing activities:
Issuance of shares of common stock in connection with acquisition (in shares)		698,219
Stock Issued	0	$ 41,224	0
Noncash Or Part Noncash Acquisition, Contingent Liability	6,558,000	$ 6,946	0
VoiceBase
Non-cash investing and financing activities:
Issuance of shares of common stock in connection with acquisition (in shares)		1,080,532
Stock Issued		$ 67,557	0
Noncash Or Part Noncash Acquisition, Contingent Liability	$ 16,067,000	16,714	0
WildHealth
Non-cash investing and financing activities:
Issuance of shares of common stock in connection with acquisition (in shares)	776,825,000
Stock Issued	$ 17,675	0	0
Noncash Or Part Noncash Acquisition, Contingent Liability	$ 42,234,000	$ 0	$ 0

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Consumers have made mobile devices the center of their digital lives, and they have made digital conversational experiences the center of communication with friends, family and peers. LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) is a global leader in AI-powered customer conversations. Since 1998, LivePerson has enabled billions of meaningful connections between consumers and our customers. These speech or text conversations harness human agents, bots and AI to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, and across consumer platforms. AI has accelerated our capability to leverage those prior conversations to enhance the consumer experience and to improve results for our customers.

The Conversational Cloud, our enterprise-class cloud-based platform, enables businesses to have conversations with millions of consumers as personally as they would with a single consumer. 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 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, PCI compliance, co-browsing and a sophisticated proactive targeting engine. An extensible 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.

LivePerson’s Conversational AI platform enables what we call “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 our 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.

Complementing the Company’s proprietary messaging and Conversational AI offerings are teams of technical, solutions and consulting professionals that have developed deep domain expertise in the implementation and optimization of conversational services across industries and messaging endpoints. LivePerson’s products, coupled with our domain knowledge, industry expertise and professional services, have been proven to maximize the impact of Conversational AI and deliver measurable return on investment for our customers.

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 and the 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.

Principles of Consolidation

The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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 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 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 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 expense;

•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 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 consolidated financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2022 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the

The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue for 2022, 2021, or 2020.

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 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 (expense) income, net in the accompanying consolidated statements of operations.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.

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. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Balance, beginning of period	$	6,338	$	5,344	$	3,070
Additions charged to costs and expenses	5,644		4,879		3,211
Deductions/write-offs	(2,743)		(3,885)		(1,666)
ASU 2016-13 (Topic 326) adjustment	—		—		729
Balance, end of period	$	9,239	$	6,338	$	5,344

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally three to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense, which includes amortization of internal use software totaled $32.3 million, $27.4 million, and $22.8 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Internal-Use Software Development Costs

In accordance with ASC 350-40, “Internal-Use Software”, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company’s consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred.

The Company capitalized internal-use software costs of $39.2 million, $36.1 million, and $33.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. During 2022, the Company recorded $15.5 million of goodwill with the acquisition of WildHealth. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as three reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.

No goodwill impairment charges have been recorded for any period presented.

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.”

Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition.

Business Combinations

Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 9 – Acquisitions.

For each acquisition, the Company undertakes a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.

Divestitures

The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell. When the divestiture represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results, the disposal is presented as a discontinued operation.

Impairment of Long-Lived Assets

The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. No long-lived asset impairment charges have been recorded for the years ended December 31, 2022 and December 31, 2021.

Advertising

The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $45.5 million, $41.2 million, and $29.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Stock-Based Compensation

In accordance with ASC 718-10, “Stock Compensation”, the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.

The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally three to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations.

Deferred Rent

The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.

Income Taxes

unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Comprehensive Loss

In accordance with ASC 220, “Comprehensive Income”, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive loss consists of net loss and Accumulated other comprehensive loss, which includes certain changes in equity that are excluded from net loss. The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.

Recently Issued Accounting Standards

In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: 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 consolidated financial statements.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, 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 makes targeted improvements to the disclosure requirements for convertible instruments and earnings per share guidance. The new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation.

The Company adopted the updated guidance as of January 1, 2022, using a modified retrospective method with a cumulative-effect adjustment as of the adoption date. Comparative periods are not adjusted. As a result, 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, in connection with the adoption of ASU 2020-06. The required use of the if-converted method did not impact the diluted net loss per share as the Company was in a net loss position. See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the convertible senior notes, net on the 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 year ended December 31, 2022, that are of significance or potential significance to the Company.

Revenue from Contract with Customer

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer

Revenue Recognition

The majority of the Company’s revenue is generated from hosted service revenues, which is inclusive of its platform usage pricing model, and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the contract;

•determination of the transaction price;

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

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Total revenue of $514.8 million, $469.6 million, and $366.6 million was recognized during the years ended December 31, 2022, 2021, and 2020, respectively.

Under ASC 606, the Company defers all incremental commission costs (“contract acquisition costs”) to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2022 and 2021 of $43.8 million and $40.7 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be three to five years which is consistent with the transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.

Hosted Services - Business Revenue

Hosted services - Business revenue is reported at the amount that reflects the ultimate consideration expected to be received and primarily consist of fees that provide customers access to the Conversational Cloud, the Company’s enterprise-class, cloud-based platform. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company recognizes this revenue over time on a ratable basis over the contract term, beginning on the date that access to the Conversational Cloud platform is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company’s performance. Subscription contracts are generally one year or longer in length, billed monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Additionally, for certain of the Company’s larger customers, the Company may provide call center labor through an arrangement with one or more of several qualified vendors. For most of these customers, the Company passes the fee it incurs with the labor provider and its fee for the hosted services through to its customers in the form of a fixed fee for each order placed via the Company’s online engagement solutions. For these Gainshare arrangements in accordance with ASC 606, “Principal Agent Considerations”, the Company acts as a principal in a transaction if it controls the specified goods or services before they are transferred to the customer.

Professional Services Revenue

Professional Services revenue primarily consists of fees for deployment and optimization services, as well as training delivered on an on-demand basis which is deemed to represent a distinct stand-ready performance obligation and is recognized at a point in time. Professional Services revenue is reported at the amount that reflects the ultimate consideration the Company expects to receive in exchange for such services. Control for the majority of the Company’s Professional Services contracts passes over time to the customer and is recognized ratably over the contracted period, as the passage of time is deemed to be the most faithful depiction of the transfer of control. For certain deployment services, which are not deemed to represent a distinct performance obligation, revenue will be recognized in the same manner as the fee for access to the Conversational Cloud platform, and as such will be recognized on a straight-line basis over the contract term. For services billed on a fixed price basis, revenue is recognized over time based on the proportion performed using time and materials as the measure of progress toward complete satisfaction of the performance obligation. Our Professional Services contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements.

Remaining Performance Obligation

As of December 31, 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 $397.3 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. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of less than one year. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.

Contracts with Multiple Performance Obligations

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the cloud applications sold, and the number and types of users within its contracts.

Hosted Services- Consumer Revenue

For revenue from the Company’s Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, “Principal Agent Considerations”, due primarily to the fact that the Expert is the primary obligor. Additionally, the Company performs as an agent without any risk of loss for collection, and is not involved in selecting the Expert or establishing the Expert’s fee. The Company collects a fee from the consumer and retains a portion of the fee, and then remits the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease of $14.2 million in the deferred revenue balance as of the year ended December 31, 2022 is primarily driven by cash payments received or due in advance of satisfying performance obligations, partially offset by approximately $98.3 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:


	December 31,
	2022		2021

	(In thousands)
Hosted services – Business	$	83,561	$	94,107
Hosted services – Consumer (1)	—		870
Professional services – Business	933		3,831
Total deferred revenue - current	$	84,494	$	98,808

Professional services – Business	$	174	$	54
Total deferred revenue - non-current	$	174	$	54

(1) $0.8 million was reclassified to liabilities held for sale related to the planned divestiture of Kasamba, Inc. See Note 20 – Assets Held for Sale for further details.

Disaggregated Revenue

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Revenue:
Hosted services – Business	$	375,325	$	364,231	$	286,588
Hosted services – Consumer	37,142		37,695		29,764
Professional services – Business	102,333		67,698		50,268
Total revenue	$	514,800	$	469,624	$	366,620

Revenue by Geographic Location

The Company is domiciled in the United States and has international operations around the globe. The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
United States	$	350,349	$	306,700	$	230,557
Other Americas (1)	12,708		18,128		13,420
Total Americas	363,057		324,828		243,977
EMEA (2)	74,298		91,227		83,326
APAC	77,445		53,569		39,317
Total revenue	$	514,800	$	469,624	$	366,620

——————————————

(1)Canada, Latin America, and South America.

(2)Includes revenue from the United Kingdom of $55.3 million, $56.7 million, and $53.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. and from the Netherlands of $6.6 million, $4.8 million, and $3.2 million for the years ended December 31, 2022, 2021, and 2020, 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 consolidated balance sheet. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, and deferred revenues are as follows:


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

	(In thousands)

Opening balance as of December 31, 2020	$	61,801	$	18,622	$	41,021	$	88,848	$	409
Increase (decrease), net	7,458		5,923		(346)		9,960		(355)
Balance as of December 31, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	(15,791)		8,524		3,129		(14,314)		120
Ending balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Net Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

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 (collectively, the “Notes”) were outstanding. The shares of common stock underlying the conversion option of the Notes were not included in the calculation of diluted income per share for the years ended December 31, 2022 and 2021.

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

Basic and diluted earnings per common share are calculated for the years ended December 31, 2022, 2021, and 2020, were as follows:


	Year Ended December 31,
	2022		2021		2020
Net loss (in thousands)	$	(225,747)	$	(124,974)	$	(107,594)
Weighted average number of shares outstanding, basic and diluted	74,509,404		69,606,105		65,888,450
Net loss per share, basic and diluted	$	(3.03)	$	(1.80)	$	(1.63)

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


	December 31,
	2022	2021
Shares subject to outstanding common stock options and employee stock purchase plan	4,459,324	4,782,487
Restricted stock units	5,234,733	3,732,013
Fair Value of Earnouts	12,049,211	1,150,504
Conversion option of the 2024 Notes	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
	34,583,737	22,505,473

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Information

Segment Information The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10

requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The 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 of each segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements which are described in the summary of significant accounting policies. 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 and 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 periods presented, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Year Ended December 31, 2022
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	375,325	$	—	$	—	$	375,325
Hosted services – Consumer	—		37,142		—		37,142
Professional services – Business	102,333		—		—		102,333
Total revenue	477,658		37,142		—		514,800
Cost of revenue	179,295		5,404		—		184,699
Sales and marketing	187,932		26,095		—		214,027
Amortization of purchased intangibles	3,678		—		—		3,678
Unallocated corporate expenses	—		—		334,280		334,280
Operating income (loss)	$	106,753	$	5,643	$	(334,280)	$	(221,884)


	Year Ended December 31, 2021
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	364,231	$	—	$	—	$	364,231
Hosted services – Consumer	—		37,695		—		37,695
Professional services – Business	67,698		—		—		67,698
Total revenue	431,929		37,695		—		469,624
Cost of revenue	149,983		6,897		—		156,880
Sales and marketing	139,866		25,555		—		165,421
Amortization of purchased intangibles	2,045		—		—		2,045
Unallocated corporate expenses	—		—		238,544		238,544
Operating income (loss)	$	140,035	$	5,243	$	(238,544)	$	(93,266)


	Year Ended December 31, 2020
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	286,588	$	—	$	—	$	286,588
Hosted services – Consumer	—		29,764		—		29,764
Professional services – Business	50,268		—		—		50,268
Total revenue	336,856		29,764		—		366,620
Cost of revenue	99,394		6,874		—		106,268
Sales and marketing	128,752		21,021		—		149,773
Amortization of purchased intangibles	1,639		—		—		1,639
Unallocated corporate expenses	—		—		198,391		198,391
Operating income (loss)	$	107,071	$	1,869	$	(198,391)	$	(89,451)

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:


	December 31,
	2022		2021

	(In thousands)
United States	$	476,040	$	444,318
Germany	46,323		52,342
Israel	4,064		20,754
Australia	12,057		12,771
Netherlands	3,470		4,566
Other (1)	13,520		15,629
Total long-lived assets	$	555,474	$	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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 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 periods presented are as follows:


	Business		Consumer		Total

	(In thousands)
Balance as of December 31, 2021	$	283,191	$	8,024	$	291,215
Adjustments to goodwill:
Acquisitions	15,511		—		15,511
Foreign exchange adjustments	(2,488)		—		(2,488)
Goodwill reclassified to assets held for sale	—		(8,024)		(8,024)
Balance as of December 31, 2022	$	296,214	—		296,214

During the third quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors in accordance with ASC 820 - Fair Value Measurement to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test. No impairment was recognized for the years ended December 31, 2022, 2021, and 2020.

Intangible Assets, Net

Intangible assets, net are summarized as follows (for details about the intangible assets acquired see Note 9 – Acquisitions):


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

	(In thousands)						(In years)
Amortizing intangible assets:
Technology	$	97,454	$	(45,907)	$	51,547	5.0
Customer relationships	31,987		(17,392)		14,595		10.0
Patents	11,088		(1,419)		9,669		12.8
Trademarks	1,044		(364)		680		5.0
Trade names	1,378		(402)		976		2.8
Other	979		(343)		636		4.1
Total	$	143,930	$	(65,827)	$	78,103


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

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

Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $18.4 million, $5.6 million, and $2.8 million for the years ended December 31, 2022, 2021, and 2020, respectively, and a portion of this amortization was included in cost of revenue in the consolidated statements of operations.

As of December 31, 2022, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
2023	$	17,954
2024	16,030
2025	15,631
2026	12,942
2027	1,331
Thereafter	14,215
Total	$	78,103

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment, Net

The following table presents the detail of property and equipment as of the dates presented:


	December 31,
	2022		2021

	(In thousands)
Computer equipment and software	$	128,206	$	120,685
Internal-use software development costs	161,633		122,479
Finance lease right-of-use assets	3,083		6,797
Furniture, equipment and building improvements	506		258
Property and equipment, at cost	293,428		250,219
Less accumulated depreciation	(155,706)		(125,493)
Property and equipment, net (1)	137,722		124,726
Less assets held for sale (Note 20)	(11,223)		—
Property and equipment, net	$	126,499	$	—

(1) As of December 31, 2022, property and equipment, net includes Assets held for sale of $11.2 million, which consists of the Company’s consumer segment, as further described in Note 20 – Assets Held for Sale.

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. As of December 31, 2022 and 2021, there was approximately $39.2 million and $36.1 million, respectively, of internal-use software development costs related to projects currently still in development, which are, therefore, not yet subject to amortization. Aggregate depreciation and amortization expense for property and equipment was $32.3 million, $27.4 million, and $22.8 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Accrued Liabilities and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Liabilities and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

The following table presents the detail of accrued expenses and other current liabilities as of the dates presented:


	December 31,
	2022		2021

	(In thousands)
Professional services, consulting and other vendor fees	$	51,067	$	58,811
Payroll and other employee related costs	19,182		29,855
Short-term contingent earn-out	47,819		—
Sales commissions	4,402		4,269
Financing lease liability (Note 10)	2,569		3,738
Unrecognized tax benefits	2,196		2,424
Restructuring (Note 14)	803		1,694
Taxes other than income tax	1,148		918
Other	2,254		2,588
Accrued expenses and other current liabilities	$	131,440	$	104,297

Convertible Senior Notes and Capped Call Transactions

12 Months Ended

Dec. 31, 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 in a private placement, which amount includes $30.0 million aggregate principal amount of such 2024 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 twelve months ended December 31, 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 of issuance costs 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 $227.9 million as of December 31, 2022, consisting of principal of $230.0 million, net of unamortized debt issuance costs of $2.1 million. The 2024 Notes were classified as long term liabilities as of December 31, 2022. The remaining term over which the 2024 Notes’ debt issuance costs will be amortized is 1.2 years. The effective interest rate on the debt was 1.53% for the year ended December 31, 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 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 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 twelve months ended December 31, 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 of issuance costs 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 $509.5 million as of December 31, 2022, consisting of principal of $517.5 million, net of unamortized debt issuance costs of $8.0 million. The 2026 Notes were classified as long term liabilities as of December 31, 2022. The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 3.9 years. The effective interest rate on the debt was 0.40% for the year ended December 31, 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 consolidated balance sheet.

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


	December 31,
	2022		2021

	(In thousands)
Principal	$	747,500	$	747,500
Unamortized discount	—		(162,960)
Unamortized issuance costs	(10,077)		(10,302)
Net carrying amount	$	737,423	$	574,238

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


	December 31,
	2022		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:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Contractual interest expense	$	1,725	$	1,725	$	1,725
Amortization of issuance costs	3,778		2,499		1,340
Amortization of debt discount	—		33,309		11,564
Total interest expense	$	5,503	$	37,533	$	14,629

Interest expense of $5.5 million, $37.5 million, and $14.6 million is reflected as a component of interest expense, net in the accompanying consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020, 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
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-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-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

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

WildHealth

In February 2022, the Company completed the acquisition of 100% of the equity of WildHealth, Inc. (“WildHealth”), which leverages advanced machine learning to combine DNA analysis, biometrics, microbiome testing and phenotypic data to provide people with a blueprint for truly optimized health and a maximized health span, 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 $42.2 million for the twelve months ended December 31, 2022, which is reflected as a component of Other liabilities and accrued expenses and Other current liabilities in the accompanying consolidated balance sheets and as a component of stock-based compensation expense in the accompanying 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 summarizes the intangible assets acquired by category:


	Fair Value		Useful life

	(In thousands)		(In years)
Amortizing intangible assets:
Developed technology	$	7,100	5.0
Trade name	600		5.0
Fellowship content	600		5.0
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 consolidated statements of operations.

The Company incurred $2.0 million in acquisition costs related to the WildHealth transaction that was expensed in the period incurred, of which $0.4 million was expensed for the twelve months ended December 31, 2022, and is included in general and administrative expense in the accompanying consolidated statements of operations.

Pro Forma Financial Information

The following unaudited pro forma information presents the combined results of operations as if the acquisition of WildHealth had been completed as of the beginning of the Company’s fiscal year 2021. The unaudited pro forma results include adjustments primarily related to the amortization of intangible assets and the inclusion of acquisition costs as of the earliest period presented.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies, or the effect of the incremental costs incurred from integrating this company. For pro forma purposes, 2022 earnings were adjusted to exclude acquisition-related costs, and 2021 earnings were adjusted to include these costs. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

The unaudited pro forma financial information was as follows:


	December 31,
	2022		2021

	(In thousands)
Revenue	$	515,035	$	472,626
Net Loss	$	(224,773)	$	(132,994)

The amount of revenue and net loss of the WildHealth acquisition included in the Company’s consolidated statement of operations from the acquisition date to December 31, 2022 was $9.9 million and $23.4 million, respectively.

e-Bot7

In July 2021, the Company acquired e-bot7 GmbH (“e-bot7”), a Conversational AI company based in Germany for a purchase price of $50.7 million. This acquisition is accounted for as a part of the Company’s Business segment. This transaction was accounted for as a business combination. The purchase price consisted of approximately $24.3 million in cash, $20.2 million in shares of common stock of the Company, and potential earn-out consideration of up to $8.8 million in common stock of the Company, which is based on achieving certain objectives and milestones and is included as part of the purchase price. The current fair value of the earn-out is $8.3 million. Also as part of the transaction, there is a potential earn-out consideration of up to $4.4 million payable in common stock of the Company that is being treated as compensation expense throughout the earning period. The earn-out consideration cannot exceed the maximum base earn-out consideration of $3.9 million. The base earn-out payment consists of the revenue earn-out payment only. The fair value of the revenue earn-out consideration is approximately $1.0 million of the current fair value of the earn-out of $8.3 million. The Company incurred $1.5 million in acquisition costs for this transaction that were expensed in the year ended December 31, 2021, and were included in General and administrative expense in the accompanying consolidated statements of operations. The Company incurred $0.04 million in acquisition costs related to the e-bot7 transaction that was expensed for the year ended December 31, 2022 and is included in general and administrative expense in the accompanying consolidated statements of operations.

The purchase price allocation resulted in approximately $45.1 million of goodwill and $7.7 million of intangible assets. 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.

Tenfold

In October 2021, the Company acquired Callinize Inc., dba Tenfold (“Tenfold”), a leading customer experience integration platform operating in the United States. Tenfold was built to integrate the world’s leading communication service providers with the leading CRM and support systems. The purchase price was $112.2 million. This acquisition is accounted for as a part of the Company’s Business segment. The transaction was accounted for as a business combination. The purchase price consisted of approximately $56.9 million in cash, $42.0 million in shares of common stock of the Company, potential earn-out consideration of up to $6.9 million in common stock of the Company, which is based on achieving certain objectives and milestones and is included as part of the purchase price, and replacement options of $6.4 million, which means an option granted by LivePerson to purchase its common stock granted under the Callinize Inc. dba Tenfold 2015 Stock Plan, as amended most recently as of June 26, 2019 (the “Tenfold Stock Plan”), whether vested or unvested. The current fair value of the earn-out

is $7.2 million, of which $2.0 million payable in common stock of the Company is being treated as compensation expense over the earning period. The earn-out consideration cannot exceed the maximum earn-out consideration of $14.3 million.

As part of the acquisition, the Company also assumed the Tenfold Stock Plan and the outstanding vested and unvested options to purchase shares of common stock of Tenfold thereunder, and such options become exercisable to purchase shares of LivePerson’s common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option. In connection with the above, the Company registered 60,082,513 vested shares and 42,964,711 unvested shares under the Tenfold Stock Plan.

We estimated the fair value of the aforementioned vested and unvested options at the completion of the acquisition at $31.5 million. Of the total consideration, $13.5 million was allocated to the purchase price (with $7.1 million of this paid in cash instead of shares), $4.0 million was related to earn-outs and escrow that were held back, $2.4 million was accelerated and expensed immediately following the closing, and $11.6 million was allocated to future services and will be expensed over the remaining requisite service periods of approximately four years on a straight-line basis. The estimated fair value of the stock options was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0055 was applied to convert Tenfold’s outstanding stock awards into shares of LivePerson’s common stock.

The purchase price allocation resulted in approximately $71.8 million of goodwill and $41.2 million of intangible assets. 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.

VoiceBase

In October 2021, the Company acquired VoiceBase, Inc. (“VoiceBase”), a leader in real-time speech recognition and voice analytics platform operating in the United States for a purchase price of $111.4 million. This acquisition is accounted for as a part of the Company’s Business segment. This transaction was accounted for as a business combination. The purchase price consisted of approximately $17.1 million in cash, $63.8 million in shares of common stock of the Company, a management retention plan (“MIP”) of $9.3 million to be paid in shares of common stock of the Company, potential earn-out consideration of up to $16.7 million in common stock of the Company, which is based on achieving certain objectives and milestones and is included as part of the purchase price, and replacement options of $4.5 million, which means an option granted by LivePerson to purchase its common stock granted under the VoiceBase, Inc. 2010 Equity Incentive Plan, as amended (the “VoiceBase Stock Plan”), whether vested or unvested. The current fair value of the earn-out is $17.3 million, of which $6.0 million payable in common stock of the Company is being treated as compensation expense over the earning period. The earn-out consideration cannot exceed the maximum earn-out consideration of $29.5 million. The MIP is a retention plan for the VoiceBase employees payable in two installments; 50% after the Company shares are registered with the SEC and 50% after January 1, 2022, but no later than March 16, 2022. These payments were made in 2022, in accordance with the agreement.

As part of the acquisition, the Company also assumed the VoiceBase Stock Plan and the outstanding vested and unvested options to purchase shares of common stock of VoiceBase thereunder, and such options become exercisable to purchase shares of LivePerson’s common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option. In connection with the above, the Company registered 16,322,217 vested shares and 5,167,530 unvested shares under the VoiceBase Stock Plan.

We estimated fair value of the aforementioned vested and unvested options at the completion of the acquisition at $5.9 million. Of the total consideration, $4.5 million was allocated to the purchase price, $0.8 million was accelerated and expensed immediately following the closing, and $0.7 million was allocated to future services and will be expensed over the remaining requisite service periods. Vesting schedules vary based on the VoiceBase Stock Plan. The estimated fair value of the stock options was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0091 was applied to convert VoiceBase’s outstanding stock awards into shares of LivePerson’s common stock.

The purchase price allocation resulted in approximately $81.3 million of goodwill and $28.8 million of intangible assets. 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.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company has operating and finance leases for its corporate offices and other service agreements. Our leases have remaining lease terms of less than one to four years, some of which include options to extend. For leases with a lease term greater than 12 months, right-of-use assets (“ROU assets”) and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement.

In connection with the leases, the Company recognized operating lease right-of-use assets of $1.6 million and $2.0 million and an aggregate lease liability of $2.8 million and $6.1 million as of December 31, 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 will 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. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. During 2022, the Company had a $0.2 million gain resulting from the settlement of leases, compared to a $3.5 million gain for 2021.

As of December 31, 2022, due to a dispute in connection with one of the leases 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 December 31, 2022 and approximately $1.5 million at December 31, 2021, which is recorded as restricted cash in Prepaid expenses and other current assets in the 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 consolidated balance sheets as of December 31, 2022 and 2021.

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:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	4,885	$	2,927	$	4,901
Operating cash flows for finance leases	196		362		88
Financing cash flows for finance leases	3,734		3,554		1,154

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	3,690	$	3,718	$	772
Interest	196		362		88
Operating lease cost	11,332		8,912		12,649
Total lease cost	$	15,218	$	12,992	$	13,509


	December 31, 2022		December 31, 2021
Weighted Average Remaining Lease Term:
Operating leases	1.5 years		2.5 years
Finance leases	1.1 years		2.0 years

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

Supplemental balance sheet information related to leases is as follows:


	Classification on the Consolidated Balance Sheet	December 31, 2022		December 31, 2021

		(In thousands)
Assets
Operating ROU assets	Operating lease ROU assets	$	1,604	$	1,977
Finance ROU assets	Property and equipment, net	3,083		6,797

Liabilities
Current liabilities:
Operating lease liability	Operating lease liability	$	2,160	$	3,380
Finance lease liability	Accrued expenses and other current liabilities	2,569		3,738
Non-current liabilities:
Operating lease liability	Operating lease liability, net of current portion	682		2,733
Finance lease liability	Other liabilities	191		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:


	December 31, 2022
	Operating Leases		Finance Leases

Year Ending December 31,	(In thousands)
2023	$	2,320	$	2,615
2024	346		115
2025	330		86
2026	137		—
2027	—		—
Thereafter	—		—
Total minimum lease payments	3,133		2,816
Less: present value adjustment	(291)		(56)
Present value of lease liabilities	$	2,842	$	2,760

Rental expense for operating leases and other service agreements was approximately $15.2 million, $13.0 million and $13.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The 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 December 31, 2022 and December 31, 2021, are summarized as follows:


	December 31, 2022
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	308,295	$	—	$	—	$	308,295
Total assets	$	308,295	$	—	$	—	$	308,295

Liabilities:
Earn-outs treated as contingent consideration	$	—	$	—	$	20,722	$	20,722
Earn-outs treated as liability awards	$	—	$	—	$	51,499	$	51,499
Total liabilities	$	—	$	—	$	72,221	$	72,221


	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	$	—	$	—	$	29,686	$	29,686
Total liabilities	$	—	$	—	$	29,686	$	29,686

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 December 31, 2022, the fair value of the 2024 Notes and 2026 Notes, as further described in Note 8 – Convertible Senior Notes, Net and Capped Call Transactions above, was approximately $512.9 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique and is considered a Level 2 fair value measurement.

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


	December 31,
	2022		2021

	(In thousands)
Balance, Beginning of year	$	29,830	—
Additions in the period	61,920		29,830
Change in fair value of contingent consideration	(8,516)		—
Change in fair value of liability awards	(11,013)		132
Payments	—		(132)
Balance, End of year	$	72,221	$	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 of e-bot7, Tenfold and VoiceBase. 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 are remeasured each reporting period based on whether the performance targets are probable of being achieved and recognized over the related service periods. For the year ended December 31, 2022, the Company recognized $49.3 million as a component of stock-based compensation expense in the accompanying consolidated statements of operations. As of December 31, 2021, the Company recognized $2.2 million as a component of stock based compensation expense.

- 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	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Employee Benefit Plans The Company has a 401(k) defined contribution plan covering all eligible employees. 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. Total Company matching contributions were $5.4 million, $3.7 million, and $3.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. Letters of Credit As of December 31, 2022, the Company had letters of credit totaling $0.7 million outstanding as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Indemnifications The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products. The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2022 and 2021. Non-Income Related Taxes 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 the Company would be subject to sales tax liabilities plus applicable interest in these states and 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 the Company 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 December 31, 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

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

As December 31, 2022, there were 200,000,000 shares of common stock authorized, and 78,350,984 and 75,584,911 shares issued and outstanding, respectively. As of December 31, 2021, there were 200,000,000 shares of common stock authorized, and 74,980,546 and 72,234,303 shares issued and outstanding, respectively. The par value for the common stock is $0.001 per share.

Preferred Stock

As of December 31, 2022 and 2021, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for the preferred stock is $0.001 per share.

Stock-Based Compensation

The Company’s stock-based compensation generally includes stock options, restricted stock units (“RSUs”), performance-vesting restricted stock units (“PRSUs”), and purchases under the Company’s 2019 Employee Stock Purchase Plan. Stock-based compensation expense related to RSUs is based on the market value of the underlying stock on the date of grant and the related expense is recognized ratably over the requisite service period. The stock-based compensation expense related to PRSUs is estimated at the grant date based on the expectation that performance goals will be achieved at the stated target level. The amount of compensation cost recognized depends on the relative satisfaction of the performance condition based on performance to date.

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 RSUs 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 December 31, 2022, approximately 1.2 million shares of common stock remained available for issuance (taking into account all option exercises and other equity award settlements through December 31, 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 December 31, 2022, approximately 0.4 million shares of common stock remained available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through December 31, 2022).

Inducement Plan

There are 6,159,009 shares of common stock authorized and reserved for issuance under the Inducement Plan. On February 9, 2022, the Company’s board of directors amended the plan and authorized 2,790,961 new shares for issuance. As of December 31, 2022, 0.9 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 December 31, 2022).

Stock Option Activity

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


	Stock Option Activity
	Options (In thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (In thousands)
Balance outstanding at December 31, 2019	5,799	$	16.57
Granted	737	31.21
Exercised	(1,683)	12.69
Cancelled or expired	(521)	23.27
Balance outstanding at December 31, 2020	4,332	$	19.78	7.04	$	183,825
Options vested and expected to vest	1,470	$	23.88	8.44	$	56,382
Options exercisable at December 31, 2020	2,280	$	14.80	5.65	$	108,128

Balance outstanding at December 31, 2020	4,332	$	19.78
Granted	1,705	48.24
Exercised	(863)	13.55
Cancelled or expired	(392)	32.94
Balance outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Options vested and expected to vest	1,419	$	36.41	8.61	$	11,387
Options exercisable at December 31, 2021	2,564	$	17.87	5.05	$	46,932

Balance outstanding at December 31, 2021	4,782	$	27.52
Granted	993	20.34
Exercised	(264)	5.07
Cancelled or expired	(1,052)	41.56
Balance outstanding at December 31, 2022	4,459	$	24.25	6.08	$	1,327
Options vested and expected to vest	1,047	$	29.80	8.06	$	242
Options exercisable at December 31, 2022	2,758	$	21.26	4.94	$	986

The total fair value of stock options exercised during the years ended December 31, 2022 and 2021 was approximately $11.3 million and $6.6 million, respectively. As of December 31, 2022, there was approximately $18.3 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 2.5 years.

The per share weighted average fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $10.20, $28.68, and $13.84, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the periods presented:


	Year Ended December 31,
	2022	2021	2020
Dividend yield	—%	—%	—%
Risk-free interest rate	1.62% – 4.20%	0.46% – 1.33%	0.26% – 0.66%
Expected life (in years)	5	5	5
Historical volatility	53.87% – 64.13%	53.51% – 54.55%	46.50% – 53.91%

A description of the methods used in the significant assumptions used to estimate the fair value of stock-based-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.

Restricted Stock Unit and Performance-Vesting Restricted Stock Unit Activity

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


	Restricted Stock Unit Activity
	Number of Shares (In thousands)	Weighted Average Grant Date Fair Value (Per Share)		Aggregate Fair Value (In thousands)
Balance outstanding at December 31, 2019	3,049	$	24.73	$	112,848
Awarded	2,530	26.51
Released	(1,906)	23.40
Forfeited	(723)	25.19
Non-vested and outstanding at December 31, 2020	2,950	$	27.00	$	183,781

Balance outstanding at December 31, 2020	2,950	$	27.00	$	183,781
Awarded	3,066
Released	(1,596)
Forfeited	(688)
Non-vested and outstanding at December 31, 2021	3,732	$	43.63	$	133,308

Balance outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,927
Released	(1,938)
Forfeited	(1,486)
Non-vested and outstanding at December 31, 2022	5,235	$	25.42	$	53,080
Expected to vest	3,280	$	25.87	$	33,260

RSUs granted to employees generally vest over a three to four-year period, or upon achievement of certain performance conditions. As of December 31, 2022, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs and PRSUs was approximately $109.1 million and the weighted-average remaining vesting period was 2.7 years.

For the year ended December 31, 2022, the Company opted to settle cash awards related to the bonus entirely in cash. The Company accrued approximately $10.4 million for cash awards related to bonus, and recorded a corresponding expense which is included as a component of operating expenses in the accompanying consolidated financial statements. For the year ended December 31, 2021, the Company accrued approximately $18.4 million for cash awards related to bonuses 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 consolidated financial statements.

Stock-based compensation expense recognized in the Company’s consolidated statements of operations and cash flows was $109.6 million, $69.7 million, and $65.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Restructuring Costs

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring Costs

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 $19.5 million during the year ended December 31, 2022, which is included in restructuring costs in the accompanying consolidated statements of operations. The majority of these costs relate to the Company’s Business segment. Such costs primarily include severance and other compensation costs.

In 2020, the Company went through a re-evaluation of its real estate needs. Following this re-evaluation, commencing in July 2020, the Company significantly reduced the real estate space it leases, resulting in 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 consolidated balance sheet, for the periods presented:


	December 31,
	2022		2021

	(In thousands)
Balance at January 1	$	1,694	$	4,732
Lease restructuring costs	442		724
Severance and other associated costs	19,525		2,673
Cash payments	(20,858)		(6,435)
Balance at December 31	$	803	$	1,694

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Lease restructuring costs:
ROU assets write down	$	—	$	—	$	13,938
Abandonment of property and equipment	—		—		5,147
Other lease restructuring costs	442		724		5,245
Total lease restructuring costs	442		724		24,330

Severance and other associated costs	19,525		2,673		5,090
Total restructuring costs	$	19,967	$	3,397	$	29,420

Legal Matters	12 Months Ended
Legal Matters	Dec. 31, 2022
Loss Contingency, Information about Litigation Matters [Abstract]
Legal Matters	Legal Matters [24]7 Litigation The Company filed an intellectual property suit (the “Company IP Suit”) against [24]7 Customer, Inc. (“[24]7”) on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology and misused the Company’s business information. On June 22, 2015 and December 7, 2015, [24]7 filed separate countersuits (together, the “Countersuits”) against the Company in the Northern District of California (the “Court”) alleging patent infringement. Trial with respect to the Company IP Suit occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company. The Company and [24]7 subsequently reached agreement on the terms of a permanent injunction, and that additional costs were owed to the Company in the amount of $0.4 million. On July 28, 2022, the Court granted the Company’s motion for interest, awarding an additional approximately $4.3 million. 24[7] appealed the judgment in favor of the Company with respect to the Company IP Suit in August 2022. In addition, further litigation between the parties to adjudicate the Countersuits had been set for late 2023, and another trial with respect to the Company’s remaining trade secret claims against [24]7 was set for early 2024. On February 20, 2023, the Company and [24]7 entered into a binding Memorandum of Understanding (“MOU”) detailing the terms for settlement and resolution of all litigation matters between the parties. The terms of the resolution are confidential, and provide for an up front settlement as well as entry into a commercial agreement between the parties. All litigation matters between the parties are stayed pending final documentation of the resolution as set forth in the binding MOU, following dismissal of all litigation matters between the parties with prejudice is expected. COVID-Related Matters As has been widely reported, there is heightened scrutiny by the federal government across many programs related to COVID-19 that were introduced during the COVID-19 pandemic. The Company and its wholly-owned subsidiary WildHealth were each previously engaged in the delivery of products and services related to COVID-19 testing, and have been subsequently subject to governmental inquiries with respect to those COVID-19 related products and services, including inquires by Medicare, the Department of Justice and the U.S. Food and Drug Administration (“governmental agencies”). In November 2022, a professional corporation managed by WildHealth received notice that Medicare reimbursements for its services rendered under a Medicare demonstration program related to COVID-19 testing (the “Program”) were suspended pending further review. Subsequently, WildHealth has received and is responding to inquiries from additional governmental agencies with respect to its participation in the Program. The Company previously provided other products and services related to COVID-19 testing and accompanying software. Those COVID-19 related products and services have also been the subject of inquiry and pending review by governmental agencies. The Company and WildHealth have discontinued all products and services related to COVID-19, and have responded to and intend to continue to cooperate with governmental inquiries related to their previous engagement in COVID-19 related product and service offerings. General 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. 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

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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. and Germany deferred tax assets as it considered its cumulative loss in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated on a jurisdiction basis, the Company believes that the deferred tax assets related to LivePerson Australia Holdings Pty. Ltd., LivePerson (UK) Limited, Kasamba Inc., LivePerson Japan and LivePerson Ltd. 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, 2022, there was an increase in the valuation allowance recorded of $80.5 million.

The Company had a valuation allowance on certain deferred tax assets for the years ended December 31, 2022, 2021, and 2020 of $187.5 million, $107.1 million, and $55.4 million, respectively. For the year ended December 31, 2022, an increase in the valuation allowance in the amount of $38.8 million was recorded as an expense, an additional increase of $0.5 million was recorded to goodwill against acquired federal and state net operating losses and due to the adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Company recorded an increase of the valuation allowance to other comprehensive income of $41.2 million. For the year ended December 31, 2021, an increase in the valuation allowance in the amount of $34.3 million was recorded as an expense and an additional increase of $17.4 million was recorded to goodwill against acquired federal and state net operating losses.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. The use of NOLs from acquired businesses may also be limited under Section 382. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2022, the Company had approximately $532.6 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $0.8 million of federal NOL carryovers from the Company’s acquisition of Proficient in 2006, $49.4 million of federal NOL carryovers from the Company’s acquisition of Tenfold in 2021, $64.9 million of federal NOL carryovers from the Company’s acquisition of VoiceBase in 2021 and $2.0 million of federal NOL carryovers from the Company’s acquisition of WildHealth in 2022. Approximately $58.2 million of these federal NOL carryforwards were generated in taxable years ending on or before December 31, 2017 and will expire in various years through 2037. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year.

The domestic and foreign components of income (loss) before provision for (benefit from) income taxes consist of the following:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
United States	$	(220,060)	$	(128,210)	$	(113,689)
Israel	1,464		1,414		2,214
United Kingdom	1,428		1,145		536
Netherlands	2,514		3,629		3,398
Australia	533		755		1,663
Germany	(10,400)		(6,450)		243
Other (1)	501		339		507
	$	(224,020)	$	(127,378)	$	(105,128)

——————————————

(1)Includes Bulgaria, Canada, France, India, Italy, Japan, Mexico, Singapore, and Spain

No additional provision has been made for U.S. income taxes on the undistributed earnings of its wholly-owned Israeli subsidiary, LivePerson Ltd., as such earnings have been taxed in the U.S. and accumulated earnings of the Company’s other foreign subsidiaries are immaterial through December 31, 2022.

The provision for (benefit from) income taxes consists of the following:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Current income taxes:
U.S. Federal	$	—	$	(22)	$	(581)
State and local	431		159		59
Foreign	2,458		3,698		2,408
Total current income taxes	2,889		3,835		1,886

Deferred income taxes:
U.S. Federal	(1,153)		(2,908)		(151)
State and local	79		20		459
Foreign	(88)		(3,351)		272
Total deferred income taxes	(1,162)		(6,239)		580
Total provision for (benefit from) income taxes	$	1,727	$	(2,404)	$	2,466

The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:


	Year Ended December 31,
	2022		2021		2020
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	2.89	%	4.83	%	4.82	%
Non-deductible expenses – stock based compensation	(1.30)	%	(1.73)	%	(1.21)	%

Non-deductible expenses – earn-out	(3.96)	%	—	%	—	%
Non-deductible excess compensation	(0.14)	%	(2.30)	%	(5.52)	%
Foreign taxes	(0.15)	%	(0.86)	%	(3.98)	%
Valuation allowance	(17.33)	%	(26.92)	%	(30.87)	%
Stock based compensation – excess tax benefit / (tax deficiency)	(2.12)	%	6.58	%	9.93	%
Other	0.33	%	1.29	%	3.48	%
Total provision	(0.78)	%	1.89	%	(2.35)	%

The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities as of the dates presented:


	Year Ended December 31,
	2022		2021

	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	141,011	$	141,930
Foreign tax credit	1,222		1,222
R&D tax credit	1,761		1,761
Original issue discount	9,515		13,530
Interest	2,665		4,188
Operating lease liability	760		3,145
Accounts payable and accrued expenses	7,270		7,010
Non-cash compensation	17,271		13,591
R&D capitalization	39,182		—
Allowance for doubtful accounts	5,091		1,280
Total deferred tax assets	225,748		187,657
Less valuation allowance	(187,525)		(107,061)
Deferred tax assets, net of valuation allowance	38,223		80,596
Deferred tax liabilities:
Property and equipment	(15,105)		(12,586)
Intangibles amortization	(13,142)		(15,361)
Goodwill amortization and contingent earn-out adjustments	(7,012)		(6,165)
Convertible notes issuance	—		(41,666)
Outside basis difference in subsidiary stock	(567)		—
Operating lease right-of-use asset	(524)		(1,833)
Total deferred tax liabilities	(36,350)		(77,611)
Net deferred tax assets	$	1,873	$	2,985

We have income tax NOL carryforwards related to federal, Australian, and German income tax carryforwards of $532.6 million, $1.9 million, and $19.3 million, respectively. The Australian and German NOLs can be carried forward indefinitely. For the federal NOLs, $474.5 million can be carried forward indefinitely, $0.8 million will expire between 2023

and 2026, and $57.3 million will expire between 2030 and 2037. We have $380.5 million of state NOLs, of which $78.4 million can be carried forward indefinitely and $302.1 million expire between 2023 and 2042.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $2.7 million as of December 31, 2022 and $2.9 million as of December 31, 2021, respectively. Accrued interest and penalties included in the Company’s liability related to unrecognized tax benefits and recorded in accrued expenses and other current liabilities were immaterial at December 31, 2022 and 2021.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2021		2020
	(In thousands)
Unrecognized tax benefits balance at January 1	$	2,917	$	3,615	$	2,053
Increase due to business combinations	—		488		—
Gross decrease for tax positions of prior years	—		—		(438)
Gross increase for tax positions of current years	205		376		2,984

Decrease due to settlement	—		(1,562)		(984)
Uncertain tax basis classified as held-for-sale liabilities	(401)		—		—
Gross unrecognized tax benefits at December 31	$	2,721	$	2,917	$	3,615

The tax years subject to examination by major tax jurisdictions include the years 2016 and forward for U.S. states and New York City, the years 2017 and forward for U.S. Federal, and the years 2015 and forward for certain foreign jurisdictions.

Tax Legislation

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA imposes a number of

significant changes, including, among other things, a 15% minimum tax on the book income of certain corporations and a 1%

excise tax on stock buybacks by U.S. public companies. Only limited guidance has been issued to date with respect to these

changes. The Company does not currently expect the tax-related provisions of the IRA to have a material impact on its financial

results.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law making several changes to the Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. As a result of the CARES Act, the Company filed refund claims relating to prior years totaling $0.6 million.

A statutory rate change in the United Kingdom was enacted as of the balance sheet date ending December 31, 2021. Effective April 1, 2023, the tax rate will increase from 19% to 25%. The Company assessed and concluded the impact of the rate change is immaterial to its deferred taxes.

- 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 Investment	12 Months Ended
Equity Method Investment	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	Equity Method InvestmentOn 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 December 31, 2022, $9.1 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 (expense) income, net for $7.7 million for the year ended December 31, 2022. As of December 31, 2022, the Company’s equity method investment was $2.3 million and was included in Investment in joint venture on the consolidated balance sheet.

Related Parties	12 Months Ended
Related Parties	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Parties	Related Parties Related 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), in exchange for fees through certain transition service agreements and commercial arrangements. In accordance with the agreement between the Company and Claire, the Company will be developing the Claire platform, host the platform in LivePerson’s cloud and perform professional services to support the development and hosting of the Claire platform. These services and the stated prices are set forth in the agreement. These agreements facilitate the operations of the newly formed company by allowing Claire to operate independently prior to establishing stand-alone back-office systems across its organization. In connection with the JV Agreement, the Company entered into a transition services agreement with Claire, under which, the Company agreed to provide custom software development and managed services (Professional Services) in exchange for fees governed by the terms and conditions set forth in the Build-Out Services Agreement (the “Build-Out Services Agreement). The related fees are based on a percentage of completion of work as of January 1, 2022 through December 31, 2023. The Company also entered into commercial arrangements with Claire, which provide access to the Company’s Conversational Cloud Platform as hosting services and professional services in exchange for fees governed by the terms and conditions set forth in the Master Service Agreement (the “MSA”). In accordance with guidance under ASC 606, Claire is considered a customer of the Company and is expected to utilize its Conversational Cloud software and services in a manner similar to that of the Company’s customer base. Usage-based fees are invoiced in the aggregate in equal upfront quarterly installments beginning on January 1, 2023 and continuing through December 31, 2026. Contract terms may be extended by mutual written agreement of the parties but cannot be terminated earlier except as set forth in the Build-Out Services Agreement or MSA, as applicable. Revenues for the services provided to related parties included in the Company’s Consolidated Statements of Operations were $38.7 million for the year ended December 31, 2022. Total unbilled invoices and account receivables were $4.8 million and $1.4 million as of December 31, 2022, respectively, and were included in the Company’s Consolidated Balance Sheet.

Assets Held for Sale

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Assets Held For Sale

Assets Held for Sale

In the fourth quarter of 2022, the Company entered into a non-binding Letter of Intent with a strategic buyer to sell Kasamba, Inc. (“Kasamba”). The transaction is expected to close in the first quarter of 2023.

The business and its associated net assets and liabilities, which represent the Company’s entire Consumer segment, met the criteria for classification as held for sale in accordance with ASC Subtopic 360-10. As such, the net assets and liabilities associated with the transaction were measured at the lower of fair value less costs to sell or the carrying value, and are separately presented in current assets and current liabilities as held for sale in the Consolidated Balance Sheet as of December 31, 2022 and depreciation of long-lived assets ceased. Pursuant to ASC 205-20, the planned divestiture did not meet the criteria for presentation as a discontinued operation.

The major classes of assets and liabilities held for sale as of December 31, 2022, were as follows:


	December 31, 2022
Assets
Cash and cash equivalents	$	10,011
Accounts receivable, net	180
Prepaid expenses and other current assets	825
Property and equipment, net	11,223
Goodwill	8,024
Deferred tax assets	721
Total assets held for sale	$	30,984

Liabilities
Accounts payable	$	4,463
Accrued expenses and other current liabilities	5,122
Deferred revenue	772
Total liabilities related to assets held for sale	$	10,357

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On February 20, 2023, the Company and [24]7 entered into a binding Memorandum of Understanding (“MOU”) detailing the terms for settlement and resolution of all litigation matters between the parties. The terms of the resolution are confidential, and provide for an up front settlement as well as entry into a commercial agreement between the parties. All litigation matters between the parties are stayed pending final documentation of the resolution as set forth in the binding MOU, following dismissal of all litigation matters between the parties with prejudice is expected.

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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Equity Method Investment

Variable Interest Entities

Use of Estimates

Significant items subject to such estimates and assumptions include:

•revenue recognition;

•stock-based compensation expense;

•accounts receivable;

•valuation of goodwill;

•valuation of intangible assets;

•income taxes; and

•legal contingencies.

Concentration of Credit Risk

institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue for 2022, 2021, or 2020.

Foreign Currency Translation

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable, Net


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Balance, beginning of period	$	6,338	$	5,344	$	3,070
Additions charged to costs and expenses	5,644		4,879		3,211
Deductions/write-offs	(2,743)		(3,885)		(1,666)
ASU 2016-13 (Topic 326) adjustment	—		—		729
Balance, end of period	$	9,239	$	6,338	$	5,344

Property and Equipment

Internal-Use Software Development Costs

The Company capitalized internal-use software costs of $39.2 million, $36.1 million, and $33.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Goodwill and Intangible Assets

No goodwill impairment charges have been recorded for any period presented.

Business Combination

Business Combinations

Divestitures

Impairment of Long-Lived Assets

Impairment of Long-Lived AssetsThe carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. No long-lived asset impairment charges have been recorded for the years ended December 31, 2022 and December 31, 2021.

Advertising

AdvertisingThe Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $45.5 million, $41.2 million, and $29.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Stock-Based Compensation

Deferred Rent

Income Taxes

unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Comprehensive Loss

Recently Issued, Recently Adopted, and New Accounting Standards

Recently Issued Accounting Standards

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).

Recently Adopted Accounting Standards

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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Activity in the Allowance for Doubtful Accounts

The activity in the allowance for doubtful accounts is as follows:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Balance, beginning of period	$	6,338	$	5,344	$	3,070
Additions charged to costs and expenses	5,644		4,879		3,211
Deductions/write-offs	(2,743)		(3,885)		(1,666)
ASU 2016-13 (Topic 326) adjustment	—		—		729
Balance, end of period	$	9,239	$	6,338	$	5,344

Revenue from Contract with Customer (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Revenues and Contract Balances

The following table presents deferred revenue by revenue source:


	December 31,
	2022		2021

	(In thousands)
Hosted services – Business	$	83,561	$	94,107
Hosted services – Consumer (1)	—		870
Professional services – Business	933		3,831
Total deferred revenue - current	$	84,494	$	98,808

Professional services – Business	$	174	$	54
Total deferred revenue - non-current	$	174	$	54

(1) $0.8 million was reclassified to liabilities held for sale related to the planned divestiture of Kasamba, Inc. See Note 20 – Assets Held for Sale for further details.

Schedule of Disaggregated of Revenue

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Revenue:
Hosted services – Business	$	375,325	$	364,231	$	286,588
Hosted services – Consumer	37,142		37,695		29,764
Professional services – Business	102,333		67,698		50,268
Total revenue	$	514,800	$	469,624	$	366,620

Schedule of Revenue by Geographic Location

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
United States	$	350,349	$	306,700	$	230,557
Other Americas (1)	12,708		18,128		13,420
Total Americas	363,057		324,828		243,977
EMEA (2)	74,298		91,227		83,326
APAC	77,445		53,569		39,317
Total revenue	$	514,800	$	469,624	$	366,620

——————————————

(1)Canada, Latin America, and South America.

Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue

The opening and closing balances of the Company’s accounts receivable, unbilled receivables, and deferred revenues are as follows:


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

	(In thousands)

Opening balance as of December 31, 2020	$	61,801	$	18,622	$	41,021	$	88,848	$	409
Increase (decrease), net	7,458		5,923		(346)		9,960		(355)
Balance as of December 31, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	(15,791)		8,524		3,129		(14,314)		120
Ending balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

Basic and diluted earnings per common share are calculated for the years ended December 31, 2022, 2021, and 2020, were as follows:


	Year Ended December 31,
	2022		2021		2020
Net loss (in thousands)	$	(225,747)	$	(124,974)	$	(107,594)
Weighted average number of shares outstanding, basic and diluted	74,509,404		69,606,105		65,888,450
Net loss per share, basic and diluted	$	(3.03)	$	(1.80)	$	(1.63)

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:


	December 31,
	2022	2021
Shares subject to outstanding common stock options and employee stock purchase plan	4,459,324	4,782,487
Restricted stock units	5,234,733	3,732,013
Fair Value of Earnouts	12,049,211	1,150,504
Conversion option of the 2024 Notes	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
	34,583,737	22,505,473

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Summary Of Financial Information By Segment

Summarized financial information by segment for the periods presented, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows:


	Year Ended December 31, 2022
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	375,325	$	—	$	—	$	375,325
Hosted services – Consumer	—		37,142		—		37,142
Professional services – Business	102,333		—		—		102,333
Total revenue	477,658		37,142		—		514,800
Cost of revenue	179,295		5,404		—		184,699
Sales and marketing	187,932		26,095		—		214,027
Amortization of purchased intangibles	3,678		—		—		3,678
Unallocated corporate expenses	—		—		334,280		334,280
Operating income (loss)	$	106,753	$	5,643	$	(334,280)	$	(221,884)


	Year Ended December 31, 2021
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	364,231	$	—	$	—	$	364,231
Hosted services – Consumer	—		37,695		—		37,695
Professional services – Business	67,698		—		—		67,698
Total revenue	431,929		37,695		—		469,624
Cost of revenue	149,983		6,897		—		156,880
Sales and marketing	139,866		25,555		—		165,421
Amortization of purchased intangibles	2,045		—		—		2,045
Unallocated corporate expenses	—		—		238,544		238,544
Operating income (loss)	$	140,035	$	5,243	$	(238,544)	$	(93,266)


	Year Ended December 31, 2020
	Business		Consumer		Corporate		Consolidated

	(In thousands)
Revenue:
Hosted services – Business	$	286,588	$	—	$	—	$	286,588
Hosted services – Consumer	—		29,764		—		29,764
Professional services – Business	50,268		—		—		50,268
Total revenue	336,856		29,764		—		366,620
Cost of revenue	99,394		6,874		—		106,268
Sales and marketing	128,752		21,021		—		149,773
Amortization of purchased intangibles	1,639		—		—		1,639
Unallocated corporate expenses	—		—		198,391		198,391
Operating income (loss)	$	107,071	$	1,869	$	(198,391)	$	(89,451)

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:


	December 31,
	2022		2021

	(In thousands)
United States	$	476,040	$	444,318
Germany	46,323		52,342
Israel	4,064		20,754
Australia	12,057		12,771
Netherlands	3,470		4,566
Other (1)	13,520		15,629
Total long-lived assets	$	555,474	$	550,380

——————————————

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

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The changes in the carrying amount of goodwill for the periods presented are as follows:


	Business		Consumer		Total

	(In thousands)
Balance as of December 31, 2021	$	283,191	$	8,024	$	291,215
Adjustments to goodwill:
Acquisitions	15,511		—		15,511
Foreign exchange adjustments	(2,488)		—		(2,488)
Goodwill reclassified to assets held for sale	—		(8,024)		(8,024)
Balance as of December 31, 2022	$	296,214	—		296,214

Summary of Intangible Assets

Intangible assets, net are summarized as follows (for details about the intangible assets acquired see Note 9 – Acquisitions):


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

	(In thousands)						(In years)
Amortizing intangible assets:
Technology	$	97,454	$	(45,907)	$	51,547	5.0
Customer relationships	31,987		(17,392)		14,595		10.0
Patents	11,088		(1,419)		9,669		12.8
Trademarks	1,044		(364)		680		5.0
Trade names	1,378		(402)		976		2.8
Other	979		(343)		636		4.1
Total	$	143,930	$	(65,827)	$	78,103


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

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

Schedule of Future Amortization Expense

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


	Estimated Amortization Expense
	(In thousands)
2023	$	17,954
2024	16,030
2025	15,631
2026	12,942
2027	1,331
Thereafter	14,215
Total	$	78,103

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment

The following table presents the detail of property and equipment as of the dates presented:


	December 31,
	2022		2021

	(In thousands)
Computer equipment and software	$	128,206	$	120,685
Internal-use software development costs	161,633		122,479
Finance lease right-of-use assets	3,083		6,797
Furniture, equipment and building improvements	506		258
Property and equipment, at cost	293,428		250,219
Less accumulated depreciation	(155,706)		(125,493)
Property and equipment, net (1)	137,722		124,726
Less assets held for sale (Note 20)	(11,223)		—
Property and equipment, net	$	126,499	$	—

Accrued Liabilities and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

The following table presents the detail of accrued expenses and other current liabilities as of the dates presented:


	December 31,
	2022		2021

	(In thousands)
Professional services, consulting and other vendor fees	$	51,067	$	58,811
Payroll and other employee related costs	19,182		29,855
Short-term contingent earn-out	47,819		—
Sales commissions	4,402		4,269
Financing lease liability (Note 10)	2,569		3,738
Unrecognized tax benefits	2,196		2,424
Restructuring (Note 14)	803		1,694
Taxes other than income tax	1,148		918
Other	2,254		2,588
Accrued expenses and other current liabilities	$	131,440	$	104,297

Convertible Senior Notes and Capped Call Transactions (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	December 31,
	2022		2021

	(In thousands)
Principal	$	747,500	$	747,500
Unamortized discount	—		(162,960)
Unamortized issuance costs	(10,077)		(10,302)
Net carrying amount	$	737,423	$	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 December 31, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows:


	December 31,
	2022		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:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Contractual interest expense	$	1,725	$	1,725	$	1,725
Amortization of issuance costs	3,778		2,499		1,340
Amortization of debt discount	—		33,309		11,564
Total interest expense	$	5,503	$	37,533	$	14,629

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [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

Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination

The following summarizes the intangible assets acquired by category:


	Fair Value		Useful life

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

Business Acquisition, Pro Forma Information

The unaudited pro forma financial information was as follows:


	December 31,
	2022		2021

	(In thousands)
Revenue	$	515,035	$	472,626
Net Loss	$	(224,773)	$	(132,994)

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Supplemental cash flow information related to leases

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	4,885	$	2,927	$	4,901
Operating cash flows for finance leases	196		362		88
Financing cash flows for finance leases	3,734		3,554		1,154

Schedule of components of lease costs

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	3,690	$	3,718	$	772
Interest	196		362		88
Operating lease cost	11,332		8,912		12,649
Total lease cost	$	15,218	$	12,992	$	13,509


	December 31, 2022		December 31, 2021
Weighted Average Remaining Lease Term:
Operating leases	1.5 years		2.5 years
Finance leases	1.1 years		2.0 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 is as follows:


	Classification on the Consolidated Balance Sheet	December 31, 2022		December 31, 2021

		(In thousands)
Assets
Operating ROU assets	Operating lease ROU assets	$	1,604	$	1,977
Finance ROU assets	Property and equipment, net	3,083		6,797

Liabilities
Current liabilities:
Operating lease liability	Operating lease liability	$	2,160	$	3,380
Finance lease liability	Accrued expenses and other current liabilities	2,569		3,738
Non-current liabilities:
Operating lease liability	Operating lease liability, net of current portion	682		2,733
Finance lease liability	Other liabilities	191		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:


	December 31, 2022
	Operating Leases		Finance Leases

Year Ending December 31,	(In thousands)
2023	$	2,320	$	2,615
2024	346		115
2025	330		86
2026	137		—
2027	—		—
Thereafter	—		—
Total minimum lease payments	3,133		2,816
Less: present value adjustment	(291)		(56)
Present value of lease liabilities	$	2,842	$	2,760

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

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 December 31, 2022 and December 31, 2021, are summarized as follows:


	December 31, 2022
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	308,295	$	—	$	—	$	308,295
Total assets	$	308,295	$	—	$	—	$	308,295

Liabilities:
Earn-outs treated as contingent consideration	$	—	$	—	$	20,722	$	20,722
Earn-outs treated as liability awards	$	—	$	—	$	51,499	$	51,499
Total liabilities	$	—	$	—	$	72,221	$	72,221


	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	$	—	$	—	$	29,686	$	29,686
Total liabilities	$	—	$	—	$	29,686	$	29,686

Schedule of Changes in Fair Value of Level 3 Liabilities

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


	December 31,
	2022		2021

	(In thousands)
Balance, Beginning of year	$	29,830	—
Additions in the period	61,920		29,830
Change in fair value of contingent consideration	(8,516)		—
Change in fair value of liability awards	(11,013)		132
Payments	—		(132)
Balance, End of year	$	72,221	$	29,830

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Stock Option Activity

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


	Stock Option Activity
	Options (In thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (In thousands)
Balance outstanding at December 31, 2019	5,799	$	16.57
Granted	737	31.21
Exercised	(1,683)	12.69
Cancelled or expired	(521)	23.27
Balance outstanding at December 31, 2020	4,332	$	19.78	7.04	$	183,825
Options vested and expected to vest	1,470	$	23.88	8.44	$	56,382
Options exercisable at December 31, 2020	2,280	$	14.80	5.65	$	108,128

Balance outstanding at December 31, 2020	4,332	$	19.78
Granted	1,705	48.24
Exercised	(863)	13.55
Cancelled or expired	(392)	32.94
Balance outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Options vested and expected to vest	1,419	$	36.41	8.61	$	11,387
Options exercisable at December 31, 2021	2,564	$	17.87	5.05	$	46,932

Balance outstanding at December 31, 2021	4,782	$	27.52
Granted	993	20.34
Exercised	(264)	5.07
Cancelled or expired	(1,052)	41.56
Balance outstanding at December 31, 2022	4,459	$	24.25	6.08	$	1,327
Options vested and expected to vest	1,047	$	29.80	8.06	$	242
Options exercisable at December 31, 2022	2,758	$	21.26	4.94	$	986

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 using the Black-Scholes option-pricing model with the following weighted average assumptions for the periods presented:


	Year Ended December 31,
	2022	2021	2020
Dividend yield	—%	—%	—%
Risk-free interest rate	1.62% – 4.20%	0.46% – 1.33%	0.26% – 0.66%
Expected life (in years)	5	5	5
Historical volatility	53.87% – 64.13%	53.51% – 54.55%	46.50% – 53.91%

Schedule Restricted Stock Units Activity

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


	Restricted Stock Unit Activity
	Number of Shares (In thousands)	Weighted Average Grant Date Fair Value (Per Share)		Aggregate Fair Value (In thousands)
Balance outstanding at December 31, 2019	3,049	$	24.73	$	112,848
Awarded	2,530	26.51
Released	(1,906)	23.40
Forfeited	(723)	25.19
Non-vested and outstanding at December 31, 2020	2,950	$	27.00	$	183,781

Balance outstanding at December 31, 2020	2,950	$	27.00	$	183,781
Awarded	3,066
Released	(1,596)
Forfeited	(688)
Non-vested and outstanding at December 31, 2021	3,732	$	43.63	$	133,308

Balance outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,927
Released	(1,938)
Forfeited	(1,486)
Non-vested and outstanding at December 31, 2022	5,235	$	25.42	$	53,080
Expected to vest	3,280	$	25.87	$	33,260

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs


	December 31,
	2022		2021

	(In thousands)
Balance at January 1	$	1,694	$	4,732
Lease restructuring costs	442		724
Severance and other associated costs	19,525		2,673
Cash payments	(20,858)		(6,435)
Balance at December 31	$	803	$	1,694

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


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Lease restructuring costs:
ROU assets write down	$	—	$	—	$	13,938
Abandonment of property and equipment	—		—		5,147
Other lease restructuring costs	442		724		5,245
Total lease restructuring costs	442		724		24,330

Severance and other associated costs	19,525		2,673		5,090
Total restructuring costs	$	19,967	$	3,397	$	29,420

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Domestic and Foreign Components of Income Before Provision for Income Taxes

The domestic and foreign components of income (loss) before provision for (benefit from) income taxes consist of the following:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
United States	$	(220,060)	$	(128,210)	$	(113,689)
Israel	1,464		1,414		2,214
United Kingdom	1,428		1,145		536
Netherlands	2,514		3,629		3,398
Australia	533		755		1,663
Germany	(10,400)		(6,450)		243
Other (1)	501		339		507
	$	(224,020)	$	(127,378)	$	(105,128)

——————————————

(1)Includes Bulgaria, Canada, France, India, Italy, Japan, Mexico, Singapore, and Spain

Schedule of Provision For Income Taxes

The provision for (benefit from) income taxes consists of the following:


	Year Ended December 31,
	2022		2021		2020

	(In thousands)
Current income taxes:
U.S. Federal	$	—	$	(22)	$	(581)
State and local	431		159		59
Foreign	2,458		3,698		2,408
Total current income taxes	2,889		3,835		1,886

Deferred income taxes:
U.S. Federal	(1,153)		(2,908)		(151)
State and local	79		20		459
Foreign	(88)		(3,351)		272
Total deferred income taxes	(1,162)		(6,239)		580
Total provision for (benefit from) income taxes	$	1,727	$	(2,404)	$	2,466

Schedule of Reconciliation of Federal Statutory Tax Rate to Effective Income Tax Rate

The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:


	Year Ended December 31,
	2022		2021		2020
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	2.89	%	4.83	%	4.82	%
Non-deductible expenses – stock based compensation	(1.30)	%	(1.73)	%	(1.21)	%

Non-deductible expenses – earn-out	(3.96)	%	—	%	—	%
Non-deductible excess compensation	(0.14)	%	(2.30)	%	(5.52)	%
Foreign taxes	(0.15)	%	(0.86)	%	(3.98)	%
Valuation allowance	(17.33)	%	(26.92)	%	(30.87)	%
Stock based compensation – excess tax benefit / (tax deficiency)	(2.12)	%	6.58	%	9.93	%
Other	0.33	%	1.29	%	3.48	%
Total provision	(0.78)	%	1.89	%	(2.35)	%

Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities

The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities as of the dates presented:


	Year Ended December 31,
	2022		2021

	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	141,011	$	141,930
Foreign tax credit	1,222		1,222
R&D tax credit	1,761		1,761
Original issue discount	9,515		13,530
Interest	2,665		4,188
Operating lease liability	760		3,145
Accounts payable and accrued expenses	7,270		7,010
Non-cash compensation	17,271		13,591
R&D capitalization	39,182		—
Allowance for doubtful accounts	5,091		1,280
Total deferred tax assets	225,748		187,657
Less valuation allowance	(187,525)		(107,061)
Deferred tax assets, net of valuation allowance	38,223		80,596
Deferred tax liabilities:
Property and equipment	(15,105)		(12,586)
Intangibles amortization	(13,142)		(15,361)
Goodwill amortization and contingent earn-out adjustments	(7,012)		(6,165)
Convertible notes issuance	—		(41,666)
Outside basis difference in subsidiary stock	(567)		—
Operating lease right-of-use asset	(524)		(1,833)
Total deferred tax liabilities	(36,350)		(77,611)
Net deferred tax assets	$	1,873	$	2,985

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2021		2020
	(In thousands)
Unrecognized tax benefits balance at January 1	$	2,917	$	3,615	$	2,053
Increase due to business combinations	—		488		—
Gross decrease for tax positions of prior years	—		—		(438)
Gross increase for tax positions of current years	205		376		2,984

Decrease due to settlement	—		(1,562)		(984)
Uncertain tax basis classified as held-for-sale liabilities	(401)		—		—
Gross unrecognized tax benefits at December 31	$	2,721	$	2,917	$	3,615

Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The major classes of assets and liabilities held for sale as of December 31, 2022, were as follows:


	December 31, 2022
Assets
Cash and cash equivalents	$	10,011
Accounts receivable, net	180
Prepaid expenses and other current assets	825
Property and equipment, net	11,223
Goodwill	8,024
Deferred tax assets	721
Total assets held for sale	$	30,984

Liabilities
Accounts payable	$	4,463
Accrued expenses and other current liabilities	5,122
Deferred revenue	772
Total liabilities related to assets held for sale	$	10,357

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
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+ Details

Description of Business and Summary of Significant Accounting Policies - Schedule of Activity in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for doubtful accounts
Balance, beginning of period	$ 6,338	$ 5,344	$ 3,070
Additions charged to costs and expenses	5,644	4,879	3,211
Deductions/write-offs	(2,743)	(3,885)	(1,666)
ASU 2016-13 (Topic 326) adjustment	0	0	729
Balance, end of period	$ 9,239	$ 6,338	$ 5,344

Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 13, 2022	Dec. 31, 2019
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization expense	$ 32,284,000	$ 27,423,000	$ 22,826,000
Capitalized computer software	39,200,000	36,100,000	33,900,000
Goodwill acquired in acquisition	15,511,000
Goodwill impairment recognized	0	0	0
Loss on disposal	0	0	5,147,000
Advertising costs	45,500,000	41,200,000	29,100,000
Stockholders' equity attributable to parent	68,088,000	349,437,000	243,934,000		$ 148,535,000
Accumulated deficit	(692,362,000)	(516,859,000)
Additional paid-in capital	771,052,000	871,788,000
Accumulated Deficit
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent	(692,362,000)	(516,859,000)	(391,885,000)		(283,562,000)
Additional Paid-in Capital
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent	771,052,000	$ 871,788,000	635,672,000		$ 436,557,000
Accounting standard adoption adjustment
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent			(729,000)
Accounting standard adoption adjustment \| Accumulated Deficit
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent			$ (729,000)
Accounting Standards Update 2020-06 \| Accounting standard adoption adjustment
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent	(159,407,000)
Accumulated deficit	50,200,000
Additional paid-in capital	(209,700,000)
Convertible Debt	159,400,000
Accounting Standards Update 2020-06 \| Accounting standard adoption adjustment \| Accumulated Deficit
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent	50,244,000
Accounting Standards Update 2020-06 \| Accounting standard adoption adjustment \| Additional Paid-in Capital
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity attributable to parent	(209,651,000)
Claire Holdings, Inc.
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Equity method investment, ownership percentage				19.20%
Business
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Goodwill acquired in acquisition	$ 15,511,000
Software and software development costs
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Useful life of assets	5 years
Minimum \| Stock option
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Requisite service period	3 years
Minimum \| Computer equipment and software
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Useful life of assets	3 years
Maximum \| Stock option
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Requisite service period	4 years
Maximum \| Computer equipment and software
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Useful life of assets	5 years

Revenue from Contract with Customer (Schedule of Deferred Revenues and Contract Balances) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total deferred revenue - current	$ 84,494	$ 98,808	$ 88,848
Total deferred revenue - non-current	174	54	$ 409
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Total deferred revenue - current	83,561	94,107
Hosted Services - Consumer
Disaggregation of Revenue [Line Items]
Total deferred revenue - current	0	870
Hosted Services - Consumer \| Disposal Group, Not Discontinued Operations
Disaggregation of Revenue [Line Items]
Reclassifed to held-for-sale	800
Professional Services - Business
Disaggregation of Revenue [Line Items]
Total deferred revenue - current	933	3,831
Total deferred revenue - non-current	$ 174	$ 54

Revenue from Contract with Customer (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 514,800	$ 469,624	$ 366,620
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Revenue	375,325	364,231	286,588
Hosted Services - Consumer
Disaggregation of Revenue [Line Items]
Revenue	37,142	37,695	29,764
Professional Services - Business
Disaggregation of Revenue [Line Items]
Revenue	$ 102,333	$ 67,698	$ 50,268

- 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.

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+ Details

Revenue from Contract with Customer (Schedule of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 514,800	$ 469,624	$ 366,620
United States
Disaggregation of Revenue [Line Items]
Revenue	350,349	306,700	230,557
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	12,708	18,128	13,420
Total Americas
Disaggregation of Revenue [Line Items]
Revenue	363,057	324,828	243,977
EMEA
Disaggregation of Revenue [Line Items]
Revenue	74,298	91,227	83,326
APAC
Disaggregation of Revenue [Line Items]
Revenue	77,445	53,569	39,317
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	55,300	56,700	53,400
Netherlands
Disaggregation of Revenue [Line Items]
Revenue	$ 6,600	$ 4,800	$ 3,200

- Definition

+ References

+ Details

Revenue from Contract with Customer (Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Accounts receivable, opening balance	$ 93,804
Accounts receivable, ending balance	86,537	$ 93,804
Contract acquisition costs non-current, opening balance	40,675	41,021
Capitalized contract costs, period increase (decrease), net	3,129	(346)
Contract acquisition costs non-current, ending balance	43,804	40,675
Deferred revenue current, opening balance	98,808	88,848
Contract with customer liability, current, Increase (decrease), net	(14,314)	9,960
Deferred revenue current, ending balance	84,494	98,808
Deferred revenue non-current, opening balance	54	409
Contract with customer liability, non-current, Increase (decrease), net	120	(355)
Deferred revenue non-current, ending balance	174	54
Accounts receivable
Disaggregation of Revenue [Line Items]
Accounts receivable, opening balance	69,259	61,801
Accounts receivable, increase (decrease), net	(15,791)	7,458
Accounts receivable, ending balance	53,468	69,259
Unbilled Receivable
Disaggregation of Revenue [Line Items]
Accounts receivable, opening balance	24,545	18,622
Accounts receivable, increase (decrease), net	8,524	5,923
Accounts receivable, ending balance	$ 33,069	$ 24,545

Revenue from Contract with Customer (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue	$ 514,800	$ 469,624	$ 366,620
Contract acquisition costs non-current, ending balance	43,804	$ 40,675	$ 41,021
Remaining performance obligations	$ 397,300
Revenue, remaining performance obligation, percentage	88.00%
Deferred revenue, period increase (decrease)	$ (14,200)
Recognition of deferred revenue	$ 98,300
Minimum
Amortization period for contract acquisition costs (in years)	3 years
Maximum
Amortization period for contract acquisition costs (in years)	5 years

- Definition

+ References

+ Details

Earnings Per Share (Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (225,747)	$ (124,974)	$ (107,594)
Weighted average number of shares outstanding, diluted (in shares)	74,509,404	69,606,105	65,888,450
Weighted average number of shares outstanding, basic (in shares)	74,509,404	69,606,105	65,888,450
Earnings per share, basic (in usd per share)	$ (3.03)	$ (1.80)	$ (1.63)
Earnings per share, diluted (in usd per share)	$ (3.03)	$ (1.80)	$ (1.63)

- Definition

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

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- 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.

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-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

Earnings Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	34,583,737	22,505,473
Shares subject to outstanding stock options and employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4,459,324	4,782,487
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	5,234,733	3,732,013
Fair Value Earnout
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	12,049,211	1,150,504
Conversion option of the Notes \| 2024 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (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]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	6,879,283	6,879,283

Net Loss per Share (Narrative) (Details) - Convertible Debt		1 Months Ended
	Dec. 31, 2020	Mar. 31, 2019
2024 Notes
Debt Instrument [Line Items]
Conversion ratio		0.0259182
2026 Notes
Debt Instrument [Line Items]
Conversion ratio	0.0132933

Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 514,800	$ 469,624	$ 366,620
Cost of revenue	184,699	156,880	106,268
Sales and marketing	214,027	165,421	149,773
Amortization of purchased intangible assets	3,678	2,045	1,639
Unallocated corporate expenses	334,280	238,544	198,391
Loss from operations	(221,884)	(93,266)	(89,451)
Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Cost of revenue	0	0	0
Sales and marketing	0	0	0
Amortization of purchased intangible assets	0	0	0
Unallocated corporate expenses	334,280	238,544	198,391
Loss from operations	(334,280)	(238,544)	(198,391)
Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	477,658	431,929	336,856
Cost of revenue	179,295	149,983	99,394
Sales and marketing	187,932	139,866	128,752
Amortization of purchased intangible assets	3,678	2,045	1,639
Unallocated corporate expenses	0	0	0
Loss from operations	106,753	140,035	107,071
Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	37,142	37,695	29,764
Cost of revenue	5,404	6,897	6,874
Sales and marketing	26,095	25,555	21,021
Amortization of purchased intangible assets	0	0	0
Unallocated corporate expenses	0	0	0
Loss from operations	5,643	5,243	1,869
Hosted Services - Business
Segment Reporting Information [Line Items]
Total revenue	375,325	364,231	286,588
Hosted Services - Business \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Hosted Services - Business \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	375,325	364,231	286,588
Hosted Services - Business \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Hosted Services - Consumer
Segment Reporting Information [Line Items]
Total revenue	37,142	37,695	29,764
Hosted Services - Consumer \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Hosted Services - Consumer \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Hosted Services - Consumer \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	37,142	37,695	29,764
Professional Services - Business
Segment Reporting Information [Line Items]
Total revenue	102,333	67,698	50,268
Professional Services - Business \| Corporate
Segment Reporting Information [Line Items]
Total revenue	0	0	0
Professional Services - Business \| Business \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	102,333	67,698	50,268
Professional Services - Business \| Consumer \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue	$ 0	$ 0	$ 0

Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Segment Reporting Information [Line Items]

Total long-lived assets

$ 555,474

$ 550,380

United States

Segment Reporting Information [Line Items]

Total long-lived assets

476,040

444,318

Germany

Segment Reporting Information [Line Items]

Total long-lived assets

46,323

52,342

Israel

Segment Reporting Information [Line Items]

Total long-lived assets

4,064

20,754

Australia

Segment Reporting Information [Line Items]

Total long-lived assets

12,057

12,771

Netherlands

Segment Reporting Information [Line Items]

Total long-lived assets

3,470

4,566

Other

Segment Reporting Information [Line Items]

Total long-lived assets

^[1]

$ 13,520

$ 15,629

[1]	United Kingdom, Japan, France, Italy, Spain, Canada, and Singapore

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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-Subparagraph (bb)
-URI http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

+ Details

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

Goodwill and Intangible Assets - (Schedule of Changes in Goodwill) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 291,215
Acquisitions	15,511
Foreign exchange adjustments	(2,488)
Goodwill reclassified to assets held for sale	(8,024)
Ending balance	296,214
Business
Goodwill [Roll Forward]
Beginning balance	283,191
Acquisitions	15,511
Foreign exchange adjustments	(2,488)
Ending balance	296,214
Consumer
Goodwill [Roll Forward]
Beginning balance	8,024
Acquisitions	0
Foreign exchange adjustments	0
Ending balance	$ 0

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 143,930	$ 133,024
Accumulated Amortization	(65,827)	(47,470)
Total	78,103	85,554
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	97,454	90,626
Accumulated Amortization	(45,907)	(30,757)
Total	$ 51,547	$ 59,869
Weighted Average Amortization Period	5 years	5 years 1 month 6 days
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 31,987	$ 32,162
Accumulated Amortization	(17,392)	(15,164)
Total	$ 14,595	$ 16,998
Weighted Average Amortization Period	10 years	10 years
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 11,088	$ 7,988
Accumulated Amortization	(1,419)	(1,137)
Total	$ 9,669	$ 6,851
Weighted Average Amortization Period	12 years 9 months 18 days	11 years 9 months 18 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,044	$ 1,474
Accumulated Amortization	(364)	(135)
Total	$ 680	$ 1,339
Weighted Average Amortization Period	5 years	5 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,378	$ 460
Accumulated Amortization	(402)	(43)
Total	$ 976	$ 417
Weighted Average Amortization Period	2 years 9 months 18 days	2 years 1 month 6 days
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 979	$ 314
Accumulated Amortization	(343)	(234)
Total	$ 636	$ 80
Weighted Average Amortization Period	4 years 1 month 6 days	2 years 2 months 12 days

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated future amortization expense
2023	$ 17,954
2024	16,030
2025	15,631
2026	12,942
2027	1,331
Thereafter	14,215
Total	$ 78,103	$ 85,554

Goodwill and Intangible Assets - (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment recognized	$ 0	$ 0	$ 0
Aggregate amortization expense	$ 18,400,000	$ 5,600,000	$ 2,800,000

Property and Equipment - (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment, Net
Finance lease right-of-use assets	$ 3,083	$ 6,797
Property and equipment and finance lease, gross	293,428	250,219
Less accumulated depreciation	(155,706)	(125,493)
Property and equipment, net	137,722	124,726
Property and equipment, net	126,499	124,726
Disposal Group, Not Discontinued Operations
Property and Equipment, Net
Property and equipment, net	11,223	0
Computer equipment and software
Property and Equipment, Net
Property and equipment gross	128,206	120,685
Internal-use software development costs
Property and Equipment, Net
Property and equipment gross	161,633	122,479
Furniture, equipment and building improvements
Property and Equipment, Net
Property and equipment gross	$ 506	$ 258

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Internal-use software development costs not yet subject to amortization	$ 39,200	$ 36,100
Depreciation	$ 32,284	$ 27,423	$ 22,826

Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Professional services, consulting and other vendor fees	$ 51,067	$ 58,811
Payroll and other employee related costs	19,182	29,855
Short-term contingent earn-out	47,819	0
Sales commissions	4,402	4,269
Financing lease liability (Note 10)	2,569	3,738
Unrecognized tax benefits	2,196	2,424
Restructuring (Note 14)	803	1,694	$ 4,732
Taxes other than income tax	1,148	918
Other	2,254	2,588
Accrued expenses and other current liabilities	$ 131,440	$ 104,297

Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Carrying Amount of Liability Component:
Net carrying amount	$ 737,423	$ 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	$ (10,077)	$ (10,302)

- Definition

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

+ References + Details

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

Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Amortization of issuance costs	$ 3,778	$ 2,499	$ 1,340
Amortization of debt discount	0	33,309	11,564
Total interest expense	5,503	37,533	14,629
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	1,725	1,725	1,725
Amortization of issuance costs	3,778	2,499	1,340
Amortization of debt discount	$ 0	$ 33,309	$ 11,564

Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands		1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($) Day $ / shares shares	Mar. 31, 2019 USD ($) Day $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares
Debt Instrument [Line Items]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.001	$ 0.001
Adjustments to additional paid in capital related to issuance costs attributable to equity component			$ 3,700			$ (3,797)
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					(46,058)
Total interest expense				$ 5,503	$ 37,533	$ 14,629
Convertible senior notes, net (Note 8)				737,423	574,238
2024 Notes
Debt Instrument [Line Items]
Carry amount of equity component of convertible notes		$ 52,900
Total deferred issuance costs		8,600
Debt issuance costs attributable to liability		6,600
Adjustments to additional paid in capital related to issuance costs attributable to equity component		2,000
Reduction to additional paid-in-capital related to called caps		$ 23,200
Convertible senior notes, net (Note 8)				227,900
Debt Issuance Costs, Net				2,100
2026 Notes
Debt Instrument [Line Items]
Carry amount of equity component of convertible notes					162,500
Total deferred issuance costs					12,200
Debt issuance costs attributable to liability					$ 8,500
Convertible senior notes, net (Note 8)				509,500
Debt Issuance Costs, Net				$ 8,000
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
Debt instrument stated rate (percent)		0.75%
Aggregate principal from exercise in full of over-allotment options		$ 30,000
Proceeds from debt offering, net of debt issuance costs		$ 221,400
Conversion ratio		0.0259182
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001
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 2 months 12 days
Effective interest rate (percent)		0.0153%
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Aggregate principal	$ 517,500					$ 517,500
Debt instrument stated rate (percent)	0.00%					0.00%
Aggregate principal from exercise in full of over-allotment options	$ 67,500					$ 67,500
Proceeds from debt offering, net of debt issuance costs	$ 505,300
Conversion ratio	0.0132933
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001					$ 0.001
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				3 years 10 months 24 days
Effective interest rate (percent)				0.004%

Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Feb. 28, 2022	Feb. 07, 2022	Dec. 31, 2021
Liabilities assumed:
Goodwill	$ 296,214			$ 291,215
WildHealth
Assets acquired:
Cash			$ 1,353
Other current assets			382
Fixed assets			248
Intangible assets		$ 8,300	8,300
Other assets			1,037
Total assets acquired			11,320
Liabilities assumed:
Current liabilities assumed			(1,463)
Deferred tax liabilities		(1,600)	(1,603)
Other liabilities assumed			(1,500)
Total liabilities assumed			(4,566)
Net assets acquired			6,754
Total acquisition consideration			22,265
Goodwill		$ 15,500	$ 15,511

Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) $ in Thousands	Feb. 07, 2022 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 8,300
Developed technology
Business Acquisition [Line Items]
Fair Value	$ 7,100
Useful life	5 years
Trade names
Business Acquisition [Line Items]
Fair Value	$ 600
Useful life	5 years
Fellowship content
Business Acquisition [Line Items]
Fair Value	$ 600
Useful life	5 years

Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Feb. 28, 2022	Oct. 31, 2021	Jul. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 07, 2022
Business Acquisition [Line Items]
Goodwill acquired in acquisition				$ 15,511
Goodwill				$ 296,214	$ 291,215
Common stock, shares outstanding (in shares)				75,584,911	72,234,303
Fair Value							$ 8,300
Net loss				$ (225,747)	$ (124,974)	$ (107,594)
Other expense, ent
Business Acquisition [Line Items]
Employee benefits and share-based compensation				49,300	2,200
e-bot7
Business Acquisition [Line Items]
Aggregate purchase price			$ 50,700
Cash payment in acquisition			24,300
Equity consideration in acquisition			20,200
Goodwill acquired in acquisition			45,100
Business acquisition transaction costs				40	$ 1,500
Intangible assets acquired			7,700
Business combination, contingent consideration arrangements, range of outcomes, value, high			8,800
Business combination, contingent consideration, liability			8,300
e-bot7 \| Compensation expense
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high			4,400
e-bot7 \| Revenue earn out
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high			3,900
Business combination, contingent consideration, liability			$ 1,000
VoiceBase
Business Acquisition [Line Items]
Aggregate purchase price		$ 111,400
Cash payment in acquisition		17,100
Equity consideration in acquisition		63,800
Goodwill acquired in acquisition		81,300
Intangible assets acquired		28,800
Business combination, contingent consideration arrangements, range of outcomes, value, high		29,500
Business combination, contingent consideration, liability		17,300
Business acquisition, equity interest issued or issuable, value assigned		$ 5,900
Business acquisition, outstanding stock, conversion ratio		0.91%
VoiceBase \| Vested
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		16,322,217
VoiceBase \| Unvested
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		5,167,530
VoiceBase \| Compensation expense
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high		$ 6,000
Business acquisition, equity interest issued or issuable, value assigned		800
VoiceBase \| Purchase Price
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high		16,700
Business acquisition, equity interest issued or issuable, value assigned		4,500
VoiceBase \| Management Retention Plan
Business Acquisition [Line Items]
Business combination, contingent consideration, liability		9,300
VoiceBase \| Future Services
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, value assigned		700
Tenfold
Business Acquisition [Line Items]
Aggregate purchase price		112,200
Cash payment in acquisition		56,900
Equity consideration in acquisition		42,000
Goodwill acquired in acquisition		71,800
Intangible assets acquired		41,200
Business combination, contingent consideration arrangements, range of outcomes, value, high		14,300
Business combination, contingent consideration, liability		7,200
Business acquisition, equity interest issued or issuable, value assigned		6,400
Business acquisition, value of shares prior to acquisition		$ 31,500
Business acquisition, outstanding stock, conversion ratio		0.55%
Tenfold \| Vested
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		60,082,513
Tenfold \| Unvested
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		42,964,711
Tenfold \| Compensation expense
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high		$ 2,000
Business acquisition, equity interest issued or issuable, value assigned		2,400
Tenfold \| Purchase Price
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, range of outcomes, value, high		6,900
Business acquisition, equity interest issued or issuable, value assigned		13,500
Tenfold \| Future Services
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, value assigned		11,600
Tenfold \| Purchase price paid in cash
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, value assigned		7,100
Tenfold \| Revenue earn out
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, value assigned		$ 4,000
WildHealth
Business Acquisition [Line Items]
Aggregate purchase price	$ 22,300
Cash payment in acquisition	4,600
Equity consideration in acquisition	17,700
Business acquisition transaction costs				400			2,000
Net assets acquired							6,754
Cash							1,353
Business combination, contingent consideration, liability	120,000
Goodwill	15,500						15,511
Intangible assets	8,300						8,300
Business acquisition, equity interest issued or issuable, value assigned	$ 20,800
Business acquisition, share price (in usd per share)	$ 26.81
Cash election restriction percentage	18.00%
Business combination, earn-out payments accrued				42,200
Deferred tax liabilities	$ 1,600						$ 1,603
Indemnification assets, range of outcomes, value, high	$ 1,200
Equity interest issued or issuable, number of shares (in shares)	776,825
Revenues				9,900
Net loss				$ (23,400)

Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 515,035	$ 472,626
Net Loss	$ (224,773)	$ (132,994)

Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows for operating leases	$ 4,885	$ 2,927	$ 4,901
Operating cash flows for finance leases	196	362	88
Financing cash flows for finance leases	$ 3,734	$ 3,554	$ 1,154

Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Amortization of right-of-use assets	$ 3,690	$ 3,718	$ 772
Interest	196	362	88
Operating lease cost	11,332	8,912	12,649
Total lease cost	$ 15,218	$ 12,992	$ 13,509
Operating leases, weighted average remaining lease term (in years)	1 year 6 months	2 years 6 months
Finance leases, weighted average remaining lease term (in years)	1 year 1 month 6 days	2 years
Operating leases, weighted average discount rate (percent)	7.00%	7.00%
Finance leases, weighted average discount rate (percent)	4.00%	4.00%

Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Operating ROU assets	$ 1,604	$ 1,977
Finance ROU assets	3,083	6,797
Current liabilities:
Operating lease liability	2,160	3,380
Finance lease liability	$ 2,569	$ 3,738
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities (Note 7)	Accrued expenses and other current liabilities (Note 7)
Non-current liabilities:
Operating lease liability	$ 682	$ 2,733
Finance lease liability	$ 191	$ 2,780
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities

Leases (Schedule of future minimum lease payments) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 2,320
2024	346
2025	330
2026	137
2027	0
Thereafter	0
Total minimum lease payments	3,133
Less: present value adjustment	(291)
Total operating lease liability	2,842	$ 6,100
Finance Leases
2023	2,615
2024	115
2025	86
2026	0
2027	0
Thereafter	0
Total minimum lease payments	2,816
Less: present value adjustment	(56)
Present value of lease liabilities	$ 2,760

Leases (Narrative) (Details) $ in Thousands	12 Months Ended
Leases (Narrative) (Details) $ in Thousands	Dec. 31, 2022 USD ($) Day	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets (Note 10)	$ 1,604	$ 1,977
Total operating lease liability	$ 2,842	6,100
Number of leases abandoned \| Day	14
Gain on settlement of leases	$ 242	3,483	$ 0
Restricted cash in prepaid expenses and other current assets	416	1,686	0
Lease expense for operating leases	15,200	13,000	$ 13,500
Israel
Lessee, Lease, Description [Line Items]
Restricted cash in prepaid expenses and other current assets	200	$ 1,500
Australia
Lessee, Lease, Description [Line Items]
Restricted cash in prepaid expenses and other current assets	$ 200
Minimum
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	4 years

Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities, Fair Value Disclosure [Abstract]
Short-term contingent earn-out	$ 47,819	$ 0
Recurring
Assets, Fair Value Disclosure [Abstract]
Total assets	308,295	416,178
Liabilities, Fair Value Disclosure [Abstract]
Earn-outs treated as contingent consideration	20,722,000
Total liabilities	72,221,000	29,686
Recurring \| Money market funds
Assets, Fair Value Disclosure [Abstract]
Money market funds	308,295	416,178
Recurring \| Contingent earn-out
Liabilities, Fair Value Disclosure [Abstract]
Short-term contingent earn-out	51,499,000	29,686
Recurring \| Level 1
Assets, Fair Value Disclosure [Abstract]
Total assets	308,295	416,178
Liabilities, Fair Value Disclosure [Abstract]
Earn-outs treated as contingent consideration	0
Total liabilities	0	0
Recurring \| Level 1 \| Money market funds
Assets, Fair Value Disclosure [Abstract]
Money market funds	308,295	416,178
Recurring \| Level 1 \| Contingent earn-out
Liabilities, Fair Value Disclosure [Abstract]
Short-term contingent earn-out	0	0
Recurring \| Level 2
Assets, Fair Value Disclosure [Abstract]
Total assets	0	0
Liabilities, Fair Value Disclosure [Abstract]
Earn-outs treated as contingent consideration	0
Total liabilities	0	0
Recurring \| Level 2 \| Money market funds
Assets, Fair Value Disclosure [Abstract]
Money market funds	0	0
Recurring \| Level 2 \| Contingent earn-out
Liabilities, Fair Value Disclosure [Abstract]
Short-term contingent earn-out	0	0
Recurring \| Level 3
Assets, Fair Value Disclosure [Abstract]
Total assets	0	0
Liabilities, Fair Value Disclosure [Abstract]
Earn-outs treated as contingent consideration	20,722,000
Total liabilities	72,221,000	29,686
Recurring \| Level 3 \| Money market funds
Assets, Fair Value Disclosure [Abstract]
Money market funds	0	0
Recurring \| Level 3 \| Contingent earn-out
Liabilities, Fair Value Disclosure [Abstract]
Short-term contingent earn-out	$ 51,499,000	$ 29,686

Fair Value Measurements - Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contingent earn-out
Change in Fair Value of Level 3 Liability:
Balance, Beginning of year	$ 29,830	$ 0
Additions in the period	61,920	29,830
Balance, End of year	72,221	29,830
Contingent earn-out \| e-bot7
Change in Fair Value of Level 3 Liability:
Payments	0	(132)
Contingent Consideration
Change in Fair Value of Level 3 Liability:
Contingent earn-out decrease during the period	(8,516)	0
Contingent Compensation \| WildHealth
Change in Fair Value of Level 3 Liability:
Contingent earn-out decrease during the period	$ (11,013)	$ 132

Fair Value Measurements - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Convertible senior note net	$ 512.9

Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021
Other Commitments [Line Items]
Employer matching contributions	$ 5.4	$ 3.7	$ 3.1
Letters of credit outstanding	0.7
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			$ 2.5
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 - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Options
Options outstanding, beginning balance (in shares)	4,782	4,332	5,799
Granted (in shares)	993	1,705	737
Exercised (in shares)	(264)	(863)	(1,683)
Cancelled or expired (in shares)	(1,052)	(392)	(521)
Options outstanding, ending balance (in shares)	4,459	4,782	4,332
Options vested and expected to vest	1,047	1,419	1,470
Options exercisable	2,758	2,564	2,280
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Options outstanding, beginning balance (in dollars per share)	$ 27.52	$ 19.78	$ 16.57
Granted (in dollars per share)	20.34	48.24	31.21
Exercised (in dollars per share)	5.07	13.55	12.69
Cancelled (in dollars per share)	41.56	32.94	23.27
Options outstanding, ending balance (in dollars per share)	24.25	27.52	19.78
Options vested and expected to vest (in dollars per share)	29.80	36.41	23.88
Options exercisable (in dollars per share)	$ 21.26	$ 17.87	$ 14.80
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding	6 years 29 days	6 years 9 months 7 days	7 years 14 days
Options vested and expected to vest	8 years 21 days	8 years 7 months 9 days	8 years 5 months 8 days
Options exercisable	4 years 11 months 8 days	5 years 18 days	5 years 7 months 24 days
Aggregate Intrinsic Value
Options outstanding	$ 1,327	$ 62,300	$ 183,825
Options vested and expected to vest	242	11,387	56,382
Options exercisable	$ 986	$ 46,932	$ 108,128

Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restricted Stock Units
Beginning balance (shares)	3,732	2,950	3,049
Awarded (shares)	4,927	3,066	2,530
Released (shares)	(1,938)	(1,596)	(1,906)
Forfeited (shares)	(1,486)	(688)	(723)
Ending balance (shares)	5,235	3,732	2,950
Expected to vest (shares)	3,280
Weighted Average Grant Date Fair Value (Per Share)
Beginning balance (in dollars per share)	$ 43.63	$ 27.00	$ 24.73
Awarded (in dollars per share)			26.51
Released (in dollars per share)			23.40
Forfeited (in dollars per share)			25.19
End balance (in dollars per share)	25.42	$ 43.63	$ 27.00
Expected to vest (in dollars per share)	$ 25.87
Aggregate Fair Value
Non-vested and outstanding	$ 53,080	$ 133,308	$ 183,781	$ 112,848
Expected to vest, aggregate fair value	$ 33,260

Stockholders' Equity - Weighted Average Assumption (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted average assumptions
Dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	1.62%	0.46%	0.26%
Risk-free interest rate, maximum	4.20%	1.33%	0.66%
Share-based compensation arrangement, fair value assumptions, expected term	5 years	5 years	5 years
Historical volatility, minimum	53.87%	53.51%	46.50%
Historical volatility, maximum	64.13%	54.55%	53.91%

Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 09, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 19, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		200,000,000	200,000,000
Common stock, shares issued (in shares)		78,350,984	74,980,546
Common stock, shares outstanding (in shares)		75,584,911	72,234,303
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)		5,000,000	5,000,000
Preferred stock, shares issued (in shares)		0	0
Preferred stock, shares outstanding (in shares)		0	0
Preferred stock, par value (in dollars per share)		$ 0.001	$ 0.001
Increase in number of shares of common stock available for issuance (in shares)	2,790,961
Accrual during period for cash awards related to bonus		$ 10,400	$ 18,400
Stock-based compensation expense		$ 109,638	$ 69,656	$ 65,946
Weighted average fair value of stock options granted (in dollars per share)		$ 10.20	$ 28.68	$ 13.84
Dividend yield		0.00%	0.00%	0.00%
Share-based compensation arrangement, fair value assumptions, expected term		5 years	5 years	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			5,000,000
Stock option term (in years)		10 years
Shares reserved for future issuance		1,200,000
Fair value of stock options exercised		$ 11,300	$ 6,600
Unrecognized compensation cost related to nonvested share-based compensation arrangements		$ 18,300
Weighted average recognition period of unrecognized compensation cost		2 years 6 months
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
Shares reserved for future issuance		400,000
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
Shares reserved for future issuance		900,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average recognition period of unrecognized compensation cost		2 years 8 months 12 days
Unrecognized compensation cost - RSU		$ 109,100
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		4 years

Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 19,967	$ 3,397	$ 29,420
Restructuring liability	$ 803	$ 1,694	$ 4,732

Restructuring Costs -Liability for Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Balance at January 1	$ 1,694	$ 4,732
Lease restructuring costs	442	724
Severance and other associated costs	19,525	2,673
Cash payments	(20,858)	(6,435)
Balance at December 31	$ 803	$ 1,694

Restructuring Costs - Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 19,967	$ 3,397	$ 29,420
Lease restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	442	724	24,330
ROU assets write down
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	0	13,938
Abandonment of property and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	0	5,147
Other lease restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	442	724	5,245
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 19,525	$ 2,673	$ 5,090

Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Income Tax Contingency [Line Items]

United States

$ (220,060)

$ (128,210)

$ (113,689)

Income (loss) attributable to parent, before tax

(224,020)

(127,378)

(105,128)

Israel

Income Tax Contingency [Line Items]

Foreign

1,464

1,414

2,214

United Kingdom

Income Tax Contingency [Line Items]

Foreign

1,428

1,145

536

Netherlands

Income Tax Contingency [Line Items]

Foreign

2,514

3,629

3,398

Australia

Income Tax Contingency [Line Items]

Foreign

533

755

1,663

Germany

Income Tax Contingency [Line Items]

Foreign

(10,400)

(6,450)

243

Other

Income Tax Contingency [Line Items]

Foreign

^[1]

$ 501

$ 339

$ 507

[1]	Includes Bulgaria, Canada, France, India, Italy, Japan, Mexico, Singapore, and Spain

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income taxes:
Current income taxes, U.S. Federal	$ 0	$ (22)	$ (581)
Current income taxes, State and local	431	159	59
Current income taxes, Foreign	2,458	3,698	2,408
Total current income taxes	2,889	3,835	1,886
Deferred income taxes:
Deferred income taxes, U.S. Federal	(1,153)	(2,908)	(151)
Deferred income taxes, State and local	79	20	459
Deferred income taxes, Foreign	(88)	(3,351)	272
Total deferred income taxes	(1,162)	(6,239)	580
Total income taxes	$ 1,727	$ (2,404)	$ 2,466

Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	2.89%	4.83%	4.82%
Non-deductible expenses – stock based compensation	(1.30%)	(1.73%)	(1.21%)
Non-deductible expenses – earn-out	(3.96%)	0.00%	0.00%
Non-deductible excess compensation	(0.14%)	(2.30%)	(5.52%)
Foreign taxes	(0.15%)	(0.86%)	(3.98%)
Valuation allowance	(17.33%)	(26.92%)	(30.87%)
Stock based compensation – excess tax benefit / (tax deficiency)	(2.12%)	6.58%	9.93%
Other	0.33%	1.29%	3.48%
Total provision	(0.78%)	1.89%	(2.35%)

Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 141,011	$ 141,930
Foreign tax credit	1,222	1,222
R&D tax credit	1,761	1,761
Original issue discount	9,515	13,530
Interest	2,665	4,188
Operating lease liability	760	3,145
Accounts payable and accrued expenses	7,270	7,010
Non-cash compensation	17,271	13,591
R&D capitalization	39,182	0
Allowance for doubtful accounts	5,091	1,280
Total deferred tax assets	225,748	187,657
Less valuation allowance	(187,525)	(107,061)	$ (55,400)
Deferred tax assets, net of valuation allowance	38,223	80,596
Deferred tax liabilities:
Property and equipment	(15,105)	(12,586)
Intangibles amortization	(13,142)	(15,361)
Goodwill amortization and contingent earn-out adjustments	(7,012)	(6,165)
Convertible notes issuance	0	(41,666)
Outside basis difference in subsidiary stock	(567)	0
Operating lease right-of-use asset	(524)	(1,833)
Total deferred tax liabilities	(36,350)	(77,611)
Net deferred tax assets	$ 1,873	$ 2,985

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits balance at January 1	$ 2,917	$ 3,615	$ 2,053
Gross decrease for tax positions of prior years	0	0	(438)
Gross increase for tax positions of current years	205	376	2,984
Decrease due to settlement	0	(1,562)	(984)
Uncertain tax basis classified as held-for-sale liabilities	(401)	0	0
Gross unrecognized tax benefits at December 31	2,721	2,917	3,615
Unrecognized Tax Benefits, Increase Resulting from Acquisition	$ 0	$ 488	$ 0

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Valuation allowance on deferred tax assets	$ 187,525	$ 107,061	$ 55,400
Increase in valuation allowance recorded as an expense	38,800	34,300
Decrease in valuation allowance charged to equity	500	17,400
Net operating loss carryforwards, not subject to expiration	474,500
Unrecognized tax benefits	2,721	$ 2,917	$ 3,615	$ 2,053
Refund claims related to prior years	600
Accounting Standards Update 2020-06
Operating Loss Carryforwards [Line Items]
Decrease in valuation allowance charged to equity	41,200
Expiration between 2023 and 2026
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	800
Expiration between 2030 and 2037
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	57,300
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	532,600
Federal \| Expiration between 2030 and 2037
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards generated in taxable years ending on or before December 31 2017	58,200
Federal \| Proficient
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	800
Federal \| Tenfold
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	49,400
Federal \| VoiceBase
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	64,900
Federal \| WildHealth
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	2,000
Foreign
Operating Loss Carryforwards [Line Items]
Increase in valuation recorded	80,500
Foreign \| Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	532,600
Foreign \| Australian Taxation Office
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,900
Foreign \| Federal Ministry of Finance, Germany
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	19,300
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	380,500
Net operating loss carryforwards, not subject to expiration	78,400
State \| Expiration between 2022 and 2041
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	$ 302,100

Equity Method Investment - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 13, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Investment in joint venture (Note 17)		$ 2,264	$ 0
Claire Holdings, Inc.
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 19,000
Due to Affiliate		9,100
Equity method investment, ownership percentage	19.20%
Other operating income (expense), net		$ 7,700
Claire Holdings, Inc. \| Pasaca Capital Inc. (“Pasaca”)
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 80,000
Equity method investment, ownership percentage	80.80%

Related Party Disclosures (Details) $ in Millions	12 Months Ended
Related Party Disclosures (Details) $ in Millions	Dec. 31, 2022 USD ($)
Related Party Transactions [Abstract]
Revenue from related parties	$ 38.7
Due from related parties	4.8
Accounts receivable, related parties	$ 1.4

- 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

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+ 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
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+ Details

Assets Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 391,781	$ 521,846	$ 654,152
Accounts receivable, net	86,537	93,804
Prepaid expenses and other current assets	24,164	20,626
Property and equipment, net	126,499	124,726
Goodwill	296,214	291,215
Deferred tax assets	4,423	5,034
Total assets held for sale	30,984	0
Accounts payable	25,303	16,942
Accrued expenses and other current liabilities	131,440	104,297
Total liabilities	10,357	$ 0
Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	10,011
Accounts receivable, net	180
Prepaid expenses and other current assets	825
Property and equipment, net	11,223
Goodwill	8,024
Deferred tax assets	721
Total assets held for sale	30,984
Accounts payable	4,463
Accrued expenses and other current liabilities	5,122
Deferred revenue	772
Total liabilities	$ 10,357