0001102993-23-000070 | 10-Q | XBRL Viewer

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Description of Business and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023.
Principles of Consolidation	Principles of Consolidation The unaudited condensed 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 Investments	Equity Method Investment The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors, which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions.
Variable Interest Entities	Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE. See Note 18 – Variable Interest Entities for the Company’s assessment of VIEs.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: •revenue recognition; •stock-based compensation 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 condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements.
Goodwill	Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies.
Foreign Currency Translation	Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of Accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gain or losses are included in other income (expense), net in the accompanying condensed consolidated statements of operations.
Divestitures	DivestituresThe Company classifies 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. See Note 20 – Divestiture for additional information.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements On March 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: 1) Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification and 2) Amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company does not expect the adoption of this standard to have a significant impact on its condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued 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 this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
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 its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services. No single customer accounted for 10% or more of total revenue for the three and six months ended June 30, 2023 and 2022.

Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,387	$ 10,861	$ 13,902	$ 10,838
Lease restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	362	0	339
Severance and other compensation associated costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,387	$ 10,499	$ 13,902	$ 10,499

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment, Net

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


	June 30, 2023		December 31, 2022

	(In thousands)
Computer equipment and software	$	122,483	$	128,206
Internal-use software development costs	176,211		161,633
Finance lease right of use assets	1,248		3,083
Furniture, equipment, and building improvements	330		506
Property and equipment, at cost	300,272		293,428
Less: accumulated depreciation	(172,965)		(155,706)
Property and equipment, net	$	127,307	$	137,722
Less: assets held for sale	—		(11,223)
Property and equipment, net	$	127,307	$	126,499

Leases (Narrative) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Operating lease right of use assets (Note 10)	$ 415	$ 1,604
Operating lease, liability	1,256	2,800
Restricted cash	2,679	$ 417	$ 410
Israel
Lessee, Lease, Description [Line Items]
Restricted cash	$ 200
Australia
Lessee, Lease, Description [Line Items]
Restricted cash				$ 200
Minimum
Leases [Abstract]
Operating leases remaining lease term	1 year
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	1 year
Maximum
Leases [Abstract]
Operating leases remaining lease term	4 years
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	4 years

Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating cash flows for operating leases	$ 863	$ 1,264	$ 1,837	$ 2,383
Operating cash flows for finance leases	13	54	37	118
Financing cash flows for finance leases	$ 968	$ 929	$ 1,926	$ 1,849

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock, Common	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Adjustment	Adjustment Additional Paid-in Capital	Adjustment Accumulated Deficit
Beginning balance at Dec. 31, 2021	$ 349,437	$ 75	$ (3)	$ 871,788	$ (516,859)	$ (5,564)
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021							$ (159,407)	$ (209,651)	$ 50,244
Beginning balance (in shares) at Dec. 31, 2021		74,980,546	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	506			506
Common stock issued upon exercise of stock options (in shares)		40,483
Common stock issued upon vesting of restricted stock units	0	$ 0		0
Common stock issued upon vesting of restricted stock units (in shares)		444,043
Stock-based compensation	20,522			20,522
Cash awards settled in shares of the Company’s common stock	17,299	$ 1		17,298
Cash awards settled in shares of the company's common stock (in shares)		735,519
Common stock issued under Employee Stock Purchase Plan (ESPP)	1,415			1,415
Common stock issued under Employee Stock Purchase Plan (in shares)		82,100
Issuance of common stock in connection with acquisitions	17,637	$ 1		17,636
Issuance of common stock in connection with acquisitions (in shares)		779,946
Net income (loss)	(65,364)				(65,364)
Other comprehensive income	(1,699)					(1,699)
Ending balance at Mar. 31, 2022	180,346	$ 77	$ (3)	719,514	(531,979)	(7,263)
Ending balance (in shares) at Mar. 31, 2022		77,062,637	(2,746,243)
Beginning balance at Dec. 31, 2021	349,437	$ 75	$ (3)	871,788	(516,859)	(5,564)
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021							$ (159,407)	$ (209,651)	$ 50,244
Beginning balance (in shares) at Dec. 31, 2021		74,980,546	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash awards settled in shares of the Company’s common stock	17,298
Net income (loss)	(140,775)
Ending balance at Jun. 30, 2022	120,755	$ 78	$ (3)	740,132	(607,390)	(12,062)
Ending balance (in shares) at Jun. 30, 2022		77,559,927	(2,746,243)
Beginning balance at Mar. 31, 2022	180,346	$ 77	$ (3)	719,514	(531,979)	(7,263)
Beginning balance (in shares) at Mar. 31, 2022		77,062,637	(2,746,243)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	389			389
Common stock issued upon exercise of stock options (in shares)		25,295
Common stock issued upon vesting of restricted stock units	1	$ 1		0
Common stock issued upon vesting of restricted stock units (in shares)		372,500
Stock-based compensation	18,826			18,826
Common stock issued under Employee Stock Purchase Plan (ESPP)	1,403			1,403
Common stock issued under Employee Stock Purchase Plan (in shares)		99,495
Net income (loss)	(75,411)				(75,411)
Other comprehensive income	(4,799)					(4,799)
Ending balance at Jun. 30, 2022	120,755	$ 78	$ (3)	740,132	(607,390)	(12,062)
Ending balance (in shares) at Jun. 30, 2022		77,559,927	(2,746,243)
Beginning balance at Dec. 31, 2022	68,088	$ 78	$ (3)	771,052	(692,362)	(10,677)
Beginning balance (in shares) at Dec. 31, 2022		78,350,984	(2,766,073)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	130			130
Common stock issued upon exercise of stock options (in shares)		18,687
Common stock issued upon vesting of restricted stock units	1	$ 1
Common stock issued upon vesting of restricted stock units (in shares)		413,252
Stock-based compensation	9,560			9,560
Common stock issued under Employee Stock Purchase Plan (ESPP)	724			724
Common stock issued under Employee Stock Purchase Plan (in shares)		87,794
Issuance of common stock in connection with acquisitions	380	$ 0		380
Issuance of common stock in connection with acquisitions (in shares)		0
Activity related to divestiture (Note 20)	2,732			66,775	(64,100)	57
Net income (loss)	(17,420)				(17,420)
Other comprehensive income	809					809
Ending balance at Mar. 31, 2023	65,004	$ 79	$ (3)	848,621	(773,882)	(9,811)
Ending balance (in shares) at Mar. 31, 2023		78,870,717	(2,766,073)
Beginning balance at Dec. 31, 2022	$ 68,088	$ 78	$ (3)	771,052	(692,362)	(10,677)
Beginning balance (in shares) at Dec. 31, 2022		78,350,984	(2,766,073)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	30,000
Cash awards settled in shares of the Company’s common stock	$ 0
Net income (loss)	(6,598)
Ending balance at Jun. 30, 2023	90,145	$ 80	$ (3)	862,553	(763,060)	(9,425)
Ending balance (in shares) at Jun. 30, 2023		80,312,090	(2,766,073)
Beginning balance at Mar. 31, 2023	65,004	$ 79	$ (3)	848,621	(773,882)	(9,811)
Beginning balance (in shares) at Mar. 31, 2023		78,870,717	(2,766,073)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options	8			8
Common stock issued upon exercise of stock options (in shares)		11,154
Common stock issued upon vesting of restricted stock units	0	$ 0		0
Common stock issued upon vesting of restricted stock units (in shares)		295,564
Stock-based compensation	8,380			8,380
Common stock issued under Employee Stock Purchase Plan (ESPP)	397			397
Common stock issued under Employee Stock Purchase Plan (in shares)		97,832
Issuance of common stock in connection with acquisitions	5,148	$ 1		5,147
Issuance of common stock in connection with acquisitions (in shares)		1,036,823
Net income (loss)	10,822				10,822
Other comprehensive income	386					386
Ending balance at Jun. 30, 2023	$ 90,145	$ 80	$ (3)	$ 862,553	$ (763,060)	$ (9,425)
Ending balance (in shares) at Jun. 30, 2023		80,312,090	(2,766,073)

Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total long-lived assets	$ 544,017	$ 555,474
United States
Segment Reporting Information [Line Items]
Total long-lived assets	465,914	476,040
Germany
Segment Reporting Information [Line Items]
Total long-lived assets	46,123	46,323
Israel
Segment Reporting Information [Line Items]
Total long-lived assets	0	4,064
Australia
Segment Reporting Information [Line Items]
Total long-lived assets	11,741	12,057
Netherlands
Segment Reporting Information [Line Items]
Total long-lived assets	6,090	3,470
Other
Segment Reporting Information [Line Items]
Total long-lived assets	$ 14,149	$ 13,520

Restructuring (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Liability by Cost Type

The following table presents the detail of the liability for the Company’s restructuring charges, which is included within accrued expenses and other current liabilities within the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022

	(In thousands)
Balance, beginning of the year	$	803	$	1,694
Lease restructuring costs	—		442
Severance and other compensation associated costs	13,902		19,525
Cash payments	(12,444)		(20,858)
Balance, end of period	$	2,261	$	803

The Company anticipates that payments associated with the employee severance and other compensation associated costs reflected in the table above will be substantially completed by December 31, 2023.

Schedule of Restructuring and Related Costs

The following table presents the detail of expenses for the Company’s restructuring charges for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)




Lease restructuring costs	$	—	$	362	$	—	$	339

Severance and other compensation associated costs	2,387		10,499		13,902		10,499
Total restructuring costs	$	2,387	$	10,861	$	13,902	$	10,838

Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	May 31, 2023	May 30, 2023	Feb. 28, 2022	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill (Note 5)				$ 296,973	$ 296,214
WildHealth
Business Acquisition [Line Items]
Business Combination, Consideration Transferred			$ 22,300
Cash payment in acquisition			4,600
Equity consideration in acquisition			$ 17,700
Number of shares issued in acquisition			776,825,000,000
Value of shares issued in acquisition			$ 20,800
Business Acquisition, Share Price			$ 26,810,000
Contingent earn out liability			$ 120,000
Cash election restriction percentage			1800000000.00%
Goodwill (Note 5)			$ 15,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			8,300
Deferred tax liability for identified intangible assets			1,600
Indemnification assets			$ 1,200
Business Acquisition, Payment of Equity Instrument Consideration, Rate		30.00%
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High		$ 23,000
Payments related to contingent consideration		$ 40,200
Payments for Previous Acquisition	$ 12,000

Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Feb. 09, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 19, 2021	Mar. 31, 2019
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock, authorized (in shares)		200,000,000		200,000,000		200,000,000
Common stock, issued (in shares)		80,312,090		80,312,090		78,350,984
Common stock, outstanding (in shares)		77,546,017		77,546,017		75,584,911
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, authorized (in shares)		5,000,000		5,000,000		5,000,000
Preferred stock, issued (in shares)		0		0		0
Preferred stock, shares outstanding (in shares)		0		0		0
Preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, authorized (in shares)		200,000,000		200,000,000		200,000,000
Common stock, issued (in shares)		80,312,090		80,312,090		78,350,984
Common stock, outstanding (in shares)		77,546,017		77,546,017		75,584,911
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001	$ 0.001		$ 0.001
Preferred stock, authorized (in shares)		5,000,000		5,000,000		5,000,000
Preferred stock, shares outstanding (in shares)		0		0		0
Preferred stock, issued (in shares)		0		0		0
Preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001
Fair value of stock options exercised				$ 1.4
Accrual for cash awards		$ 1.2	$ 4.8	2.8	$ 11.9
Stock-based compensation expense		$ (18.1)	$ 36.5	$ (6.8)	$ 68.4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 8.19	$ 6.54	$ 11.89
Dividend yield (percent)			0.00%	0.00%	0.00%
Expected life (in years)			5 years	5 years	5 years
Period used to determine volatility				5 years
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)		40,067,744		40,067,744				5,000,000
Options term (in years)				10 years
Shares reserved for future issuance		2,900,000		2,900,000
Unrecognized compensation cost related to novested share-based compensation arrangements		$ 8.9		$ 8.9
Weighted average recognition period of unrecognized compensation cost				2 years 2 months 12 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)		1,000,000		1,000,000
Shares reserved for future issuance		200,000		200,000
Incentive Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)		6,159,009		6,159,009
Shares reserved for future issuance		1,100,000		1,100,000
Increase in number of shares of common stock available for issuance	2,790,961
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average recognition period of unrecognized compensation cost				2 years 3 months 18 days
Unrecognized compensation cost related to nonvested share-based compensation arrangements		$ 60.6		$ 60.6
Minimum \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years
Maximum \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years

Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Estimated Amortization Expense
Remaining 2023	$ 9,050
2024	16,191
2025	15,747
2026	13,047
2027	1,428
Thereafter	16,040
Total	$ 71,503	$ 78,103

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Revenues and Contract Balances

The following table presents deferred revenue by revenue source:


	June 30, 2023		December 31, 2022

	(In thousands)
Hosted services	$	99,617	$	83,561

Professional services	799		933
Total deferred revenue - short term	$	100,416	$	84,494

Hosted services	$	196	$	—
Professional services	105		174
Total deferred revenue - long term	$	301	$	174

Schedule of Disaggregation of Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Revenue:
Hosted services (1)	$	81,286	$	103,985	$	168,624	$	219,431

Professional services	16,236		28,580		36,559		43,331
Total revenue	$	97,522	$	132,565	$	205,183	$	262,762

—————————————

(1)On March 20, 2023, the Company completed the sale of Kasamba and therefore ceased recognizing revenue related to Kasamba effective on the transaction close date. Further, this sale eliminated the entire Consumer segment, as a result of which revenue is presented within a single consolidated segment. Hosted services includes $7.2 million for the six months ended June 30, 2023, and $9.1 million and $18.3 million of revenue for the three and six months ended June 30, 2022, respectively, relating to Kasamba.

Schedule of Revenue by Geographic Region

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
United States	$	68,855	$	90,433	$	137,364	$	177,570
Other Americas (1)	2,052		2,975		5,857		8,014
Total Americas	70,907		93,408		143,221		185,584
EMEA (2) (3)	14,933		17,963		31,115		41,783
APAC (4)	11,682		21,194		30,847		35,395
Total revenue	$	97,522	$	132,565	$	205,183	$	262,762

—————————————

(1)Canada, Latin America and South America

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

(3)Includes revenues from the United Kingdom of $15.3 million and $13.8 million for the three months ended June 30, 2023 and 2022, respectively, and from the Netherlands of $0.3 million and $2.2 million for the three months ended June 30, 2023 and 2022, respectively. Includes revenues from the United Kingdom of $30.6 million and $28.5 million for the six months ended June 30, 2023 and 2022, respectively, and from the Netherlands of $0.6 million and $3.5 million for the six months ended June 30, 2023 and 2022, respectively.

(4)Asia-Pacific (“APAC”)

Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue

The opening and closing balances of the Company’s accounts receivable, unbilled receivables, 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, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	(15,791)		8,524		3,129		(14,314)		120
Opening balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174
Increase (decrease), net	22,868		(4,234)		(4,339)		15,922		127
Ending balance as of June 30, 2023	$	76,336	$	28,835	$	39,465	$	100,416	$	301

Schedule of Allowance for Uncollectible Accounts

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



	Allowance for Doubtful Accounts
	(In thousands)
Allowance for doubtful accounts:
Balance at beginning of the year	$	9,239
Additions charged to costs and expenses	1,809
Deductions/write-offs	(2,001)
Balance as of June 30, 2023	$	9,047

Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ASSETS
Operating right of use assets	$ 415	$ 1,604
Finance right of use assets	1,248	3,083
Current liabilities:
Operating Lease, Liability, Current	654	2,160
Finance lease liabilities	692	2,569
Non-current:
Operating Lease, Liability, Noncurrent	602	682
Finance lease liabilities	$ 136	$ 191

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	June 30, 2023		December 31, 2022

	(In thousands)
Professional services and consulting and other vendor fees	$	60,250	$	51,067
Payroll and other employee related costs	15,802		19,182
Short-term contingent earn-out	24,403		47,819
Sales commissions	1,998		4,402
Finance lease liability	692		2,569

Restructuring	2,261		803
Taxes other than income tax	1,690		1,148
Other	2,435		2,254
Total accrued expenses and other current liabilities	$	109,531	$	129,244

Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating Leases
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 580
2022	425
2023	346
2024	144
2025	0
Total minimum lease payments	1,495
Less: present value adjustment	(239)
Present value of lease liabilities	1,256	$ 2,800
Finance Leases [Abstract]
Finance Lease, Liability, to be Paid, Remainder of Fiscal Year	650
2022	113
2023	85
2024	0
2027	0
Total minimum lease payments	848
Less: present value adjustment	(20)
Present value of lease liability	$ 828

Convertible Senior Notes and Capped Call Transactions

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Convertible Senior Notes and Capped Call Transactions

Convertible Senior Notes, Net and Capped Call Transactions

Convertible Senior Notes due 2024 and Capped Calls

In March 2019, the Company issued $230.0 million aggregate principal amount of its 0.750% Convertible Senior Notes due 2024 (the “2024 Notes”) in a private placement. Interest on the 2024 Notes is payable semi-annually in arrears on March 1 and September 1 of each year.

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, was approximately $221.4 million.

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

Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding November 1, 2023, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2024 Notes) per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, holders may convert all or any portion of their 2024 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election.

During the three and six months ended June 30, 2023, the conditions allowing holders of the 2024 Notes to convert were not met.

The 2024 Notes are senior unsecured obligations 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.

As a result of the adoption of ASU 2020-06, the 2024 Notes are accounted for as a single liability, and the carrying amount of the 2024 Notes, after giving effect to the March 2023 repurchases described below, is $72.1 million as of June 30, 2023, consisting of principal of $72.5 million, net of unamortized debt issuance costs of $0.4 million. The 2024 Notes were classified as short term liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2023. The remaining term over which the 2024 Notes’ debt issuance costs will be amortized is 0.7 years at an effective interest rate of 1.57% for the three months ended June 30, 2023.

In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2024 capped calls”). The 2024 capped calls each have an initial strike price of

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

On March 21, 2023, the Company entered into individual privately negotiated transactions (the “Note Repurchase Agreements”) with certain holders of its 2024 Notes, pursuant to which the Company agreed to pay an aggregate of approximately $149.7 million in cash for the repurchase of approximately $157.5 million in aggregate principal amount of the 2024 Notes (the “Note Repurchases”). During the first quarter of 2023, the Company recognized a $6.1 million gain, net of transaction costs of $0.5 million on debt extinguishment, which represented the difference between the carrying value and the fair value of the 2024 Notes just prior to Note Repurchases. The gain on debt extinguishment, net of transaction costs of $0.5 million, was subsequently adjusted by an immaterial amount of $1.1 million for the three months ended June 30, 2023, with a total gain of $7.2 million reported as of June 30, 2023.

Upon completion of the Note Repurchases, the aggregate principal amount of the 2024 Notes was reduced by $157.5 million to $72.5 million and the carrying amount of the 2024 Notes reduced by $228.3 million to $72.0 million. A corresponding portion of the 2024 capped calls were terminated in connection following the Note Repurchases as required by their terms for minimal consideration.

Convertible Senior Notes due 2026 and Capped Calls

In December 2020, the Company issued $517.5 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Notes” and together with the 2024 Notes, the “Notes”) in a private placement.

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, was approximately $505.3 million.

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

Holders of the 2026 Notes may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2026 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the

last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) with respect to any 2026 Notes that the Company calls for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after August 15, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

During the three and six months ended June 30, 2023, the conditions allowing holders of the 2026 Notes to convert were not met.

The 2026 Notes are senior unsecured obligations 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.

As a result of 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 $510.5 million as of June 30, 2023, consisting of principal of $517.5 million, net of issuance costs of $7.0 million. The 2026 Notes were classified as long term liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2023. The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 3.4 years at an effective interest rate of 0.40% for the three months ended June 30, 2023.

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

The net carrying amount of the liability component of the Notes as of June 30, 2023 and December 31, 2022 was as follows:


	June 30, 2023		December 31, 2022

	(In thousands)
Principal	$	589,992	$	747,500
Unamortized issuance costs	(7,350)		(10,077)
Total net carrying value	$	582,642	$	737,423
Less: short-term debt, net	$	72,097	$	—
Long-term debt, net	$	510,545	$	737,423

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Contractual interest expense	$	128	$	432	$	569	$	863
Amortization of debt issuance costs	1,807		944		2,727		1,885
Total interest expense	$	1,935	$	1,376	$	3,296	$	2,748

Interest expense of $1.9 million and $3.3 million is reflected as a component of interest expense, net in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. Interest expense was $1.4 million and $2.7 million for the three and six months ended June 30, 2022, respectively.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 296,214
Goodwill, ending balance	296,973
Business
Goodwill [Roll Forward]
Goodwill, beginning balance	296,214
Foreign exchange adjustment	759
Goodwill, ending balance	$ 296,973

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Restructuring

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring

During the second quarter of 2022, LivePerson began a restructuring initiative to realign the Company’s cost structure to better reflect significant product and business model innovation and changes over the past year due to acquisitions and factors outside the control of the Company. As part of the restructuring initiative, the Company reoriented its global product and engineering organization for greater efficiency and focus, and reallocated some spending to increase its investment in customer success and go-to-market initiatives. The Company believes these initiatives will better align resources to provide further operating flexibility and position the business for long-term success. In connection with the restructuring initiatives, the Company recognized restructuring costs of $2.4 million and $10.9 million during the three months ended June 30, 2023 and 2022, respectively, and $13.9 million and $10.8 million during the six months ended June 30, 2023 and 2022, respectively, which is included in restructuring costs in the accompanying condensed consolidated statements of operations. The majority of these costs relate to the Company’s Business segment. Such costs primarily include severance and other compensation costs.


	June 30, 2023		December 31, 2022

	(In thousands)
Balance, beginning of the year	$	803	$	1,694
Lease restructuring costs	—		442
Severance and other compensation associated costs	13,902		19,525
Cash payments	(12,444)		(20,858)
Balance, end of period	$	2,261	$	803

The Company anticipates that payments associated with the employee severance and other compensation associated costs reflected in the table above will be substantially completed by December 31, 2023.

The following table presents the detail of expenses for the Company’s restructuring charges for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)




Lease restructuring costs	$	—	$	362	$	—	$	339

Severance and other compensation associated costs	2,387		10,499		13,902		10,499
Total restructuring costs	$	2,387	$	10,861	$	13,902	$	10,838

Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Net Income (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. Diluted EPS is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Potentially dilutive securities consist of common stock options, restricted stock units, contingently issuable shares and convertible securities. The dilutive effect of stock options, restricted stock units and contingently issuable shares is reflected in diluted EPS by application of the treasury stock method. The dilutive effect of convertible securities is reflected in the diluted EPS by application of 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 (loss) 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 Notes were outstanding.

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

Reconciliation of shares used in calculating basic and diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Numerator:
Net income (loss) available to stockholders for basic net income per share	$	10,822	$	(75,411)	$	(6,598)	$	(140,775)
Interest on assumed conversion of convertible notes, net of tax	136		—		—		—
Net income (loss) available to stockholders for diluted net income per share	10,958		(75,411)		(6,598)		(140,775)
Denominator:
Weighted-average shares used to compute basic net income per share	76,902,416		77,290,465		76,341,729		76,555,518
Weighted-average effect of dilutive securities:
Stock options and employee stock purchase plan	98,143		—		—		—
Restricted stock units	166,156		—		—		—
Earn-outs	5,575,251		—		—		—
Conversion option of the 2024 and 2026 Notes	8,758,093		—		—		—
Weighted-average shares used to compute diluted net income per share	91,500,059		77,290,465		76,341,729		76,555,518
Net income (loss) per share:
Basic	$	0.14	$	(0.98)	$	(0.09)	$	(1.84)
Diluted	$	0.12	$	(0.98)	$	(0.09)	$	(1.84)

The diluted net EPS calculation for the three months ended June 30, 2023 excluded approximately 3.8 million shares and 3.2 million shares related to stock options and RSUs, respectively, as their effect would have been anti-dilutive. Additionally, subsequent to June 30, 2023, the Company settled the final portion of the VoiceBase earn-out for approximately $15.0 million, which is due to be paid in the fourth quarter of 2023. The assumed conversion of the earn-out settlement would have no impact on the basic and diluted EPS as presented in the table above. Further, the following securities were excluded from the computation of diluted EPS for the six months ended June 30, 2023 and 2022, and three months ended June 30, 2022, as their effect would have been anti-dilutive:


	As of June 30,
	2023	2022
Shares subject to outstanding common stock options and employee stock purchase plan	3,541,432	4,784,614
Restricted stock units	3,738,894	4,066,555
Earn-outs	5,575,251	11,448,016
Conversion option of the 2024 Notes	1,878,810	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
Total	21,613,670	33,139,654

Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Allowance for Doubtful Accounts
Beginning balance	$ 9,239
Additions charged to costs and expenses	1,809	$ 3,477
Deductions/write-offs	(2,001)
Ending balance	$ 9,047

Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands		1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended
	Mar. 21, 2023 USD ($)	Dec. 31, 2020 USD ($) day shares	Mar. 31, 2019 USD ($) equity_instrument day $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Debt Instrument [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001	$ 0.001			$ 0.001		$ 0.001		$ 0.001
Interest expense				$ 1,900,000		$ 1,400,000	$ 3,300,000	$ 2,700,000
Number of shares of common stock covered by called caps (shares) \| shares		6,880	5,960
Reduction to additional paid-in-capital related to called caps		$ 46,100,000	$ 23,200,000
Adjustments to additional paid in capital related to issuance costs attributable to equity component									$ 3,700,000
Net carry amount				510,545,000			510,545,000		737,423,000
Debt Instrument, Increase (Decrease), Net	$ 157,500,000
Debt Instrument, Repurchase Amount	149,700,000
Gain (Loss) on Extinguishment of Debt, Adjustment				1,100,000
2024 Notes
Debt Instrument [Line Items]
Debt instrument, convertible, carrying amount of equity component			52,900,000
Total deferred issuance costs			8,600,000
Debt issuance costs attributable to liability			6,600,000
Adjustments to additional paid in capital related to issuance costs attributable to equity component			$ 2,000,000
Net carry amount				72,100,000	$ 72,000,000		72,100,000
Unamortized issuance costs				400,000			400,000
Payment for debt extinguishment or debt prepayment cost					500,000
Gain (Loss) on Extinguishment of Debt				7,200,000	$ 6,100,000
Debt Instrument, Increase (Decrease), Net	$ 228,300,000
2026 Notes
Debt Instrument [Line Items]
Debt instrument, convertible, carrying amount of equity component									162,500,000
Total deferred issuance costs									12,200,000
Debt issuance costs attributable to liability									8,500,000
Net carry amount				510,500,000			510,500,000
Unamortized issuance costs				7,000,000			7,000,000
Capped calls
Debt Instrument [Line Items]
Capped caps initial strike price (in dollars per share) \| $ / shares			$ 38.58								75.23
Capped caps initial cap price (in dollars per share) \| $ / shares			$ 57.16								$ 105.58
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Principal Balance			$ 230,000,000	$ 72,500,000			$ 72,500,000
Debt instrument stated rate (percent)			0.75%
Proceeds from debt offering, net of debt issuance costs			$ 221,400,000
Debt instrument, unit of principal for conversion			$ 1,000
Number of shares per convertible note \| equity_instrument			25.9182
Convertible debt conversion price (in dollars per share) \| $ / shares				$ 38.58			$ 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				8 months 12 days			8 months 12 days
Effective interest rate (percent)				0.0157%			0.0157%
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Principal Balance											$ 517,500,000
Debt instrument stated rate (percent)											0.00%
Proceeds from debt offering, net of debt issuance costs										$ 505,300,000
Debt instrument, unit of principal for conversion											$ 1,000
Number of shares per convertible note		13.2933
Convertible debt conversion price (in dollars per share) \| $ / shares											$ 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 4 months 24 days			3 years 4 months 24 days
Effective interest rate (percent)				0.004%			0.004%
Convertible Debt \| Convertible Senior Notes
Debt Instrument [Line Items]
Interest expense				$ 1,935,000		$ 1,376,000	$ 3,296,000	$ 2,748,000
Unamortized issuance costs				$ 7,350,000			$ 7,350,000		$ 10,077,000

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Contingency [Line Items]
(Benefit from) provision for income taxes	$ (155)		$ 1,214	$ 1,059	$ 1,021
Income tax provision on operating income	900
Income tax benefit from settlement of uncertain tax benefits	200
Valuation allowance						$ 187,500
Increase in valuation allowance recorded as an expense				38,200		38,800
Decrease in valuation allowance charged to equity		$ 500
Unrecognized Tax Benefits	2,200			$ 2,200
Kasamba, Inc.
Income Tax Contingency [Line Items]
(Benefit from) provision for income taxes	$ 800
Accounting Standards Update 2020-06
Income Tax Contingency [Line Items]
Decrease in valuation allowance charged to equity		$ 41,200
Foreign Tax Authority
Income Tax Contingency [Line Items]
Increase in valuation recorded						$ 80,500

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 97,522	$ 132,565	$ 205,183	$ 262,762
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Revenue from related parties	81,286	103,985	168,624	219,431
Hosted Services - Consumer \| Kasamba, Inc.
Disaggregation of Revenue [Line Items]
Revenue from related parties		9,100	7,200	18,300
Professional Services
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 16,236	$ 28,580	$ 36,559	$ 43,331

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

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 its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services. No single customer accounted for 10% or more of total revenue for the three and six months ended June 30, 2023 and 2022.

Remaining Performance Obligation

As of June 30, 2023, 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 $326.3 million. Approximately 89% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance as of June 30, 2023 is primarily driven by cash payments received or due in advance of its performance obligations, partially offset by $73.0 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2022.

The following table presents deferred revenue by revenue source:


	June 30, 2023		December 31, 2022

	(In thousands)
Hosted services	$	99,617	$	83,561

Professional services	799		933
Total deferred revenue - short term	$	100,416	$	84,494

Hosted services	$	196	$	—
Professional services	105		174
Total deferred revenue - long term	$	301	$	174

Disaggregated Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Revenue:
Hosted services (1)	$	81,286	$	103,985	$	168,624	$	219,431

Professional services	16,236		28,580		36,559		43,331
Total revenue	$	97,522	$	132,565	$	205,183	$	262,762

—————————————

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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
United States	$	68,855	$	90,433	$	137,364	$	177,570
Other Americas (1)	2,052		2,975		5,857		8,014
Total Americas	70,907		93,408		143,221		185,584
EMEA (2) (3)	14,933		17,963		31,115		41,783
APAC (4)	11,682		21,194		30,847		35,395
Total revenue	$	97,522	$	132,565	$	205,183	$	262,762

—————————————

(1)Canada, Latin America and South America

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

(4)Asia-Pacific (“APAC”)

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 revenue.

In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the condensed consolidated balance sheets. Contract acquisition costs represent prepaid sales commissions. 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, 2021	$	69,259	$	24,545	$	40,675	$	98,808	$	54
Increase (decrease), net	(15,791)		8,524		3,129		(14,314)		120
Opening balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174
Increase (decrease), net	22,868		(4,234)		(4,339)		15,922		127
Ending balance as of June 30, 2023	$	76,336	$	28,835	$	39,465	$	100,416	$	301

Accounts Receivable, Net

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



	Allowance for Doubtful Accounts
	(In thousands)
Allowance for doubtful accounts:
Balance at beginning of the year	$	9,239
Additions charged to costs and expenses	1,809
Deductions/write-offs	(2,001)
Balance as of June 30, 2023	$	9,047

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of EPS (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)		21,613,670	33,139,654
Shares subject to outstanding common stock options and employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	3,800,000	3,541,432	4,784,614
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	3,200,000	3,738,894	4,066,555
Conversion option of the Notes \| 2024 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)		1,878,810	5,961,186
Conversion option of the Notes \| 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)		6,879,283	6,879,283
Fair Value Earnout
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)		5,575,251	11,448,016

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net loss (in thousands)	$ 10,822	$ (17,420)	$ (75,411)	$ (65,364)	$ (6,598)	$ (140,775)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Goodwill [Line Items]
Restructuring expense	$ 2,387	$ 10,861	$ 13,902	$ 10,838
Amortization expense	4,600	4,500	9,100	9,000
Cost of revenue
Goodwill [Line Items]
Amortization of purchased intangibles	$ 4,578	$ 4,561	$ 9,139	$ 8,977
Kasamba, Inc.
Goodwill [Line Items]
Goodwill, period increase (decrease)					$ 8,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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

Divestiture - Narrative (Details) - USD ($) $ in Thousands		6 Months Ended
Divestiture - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture		$ 13,819	$ 0
Restricted cash		2,679	$ 410	$ 417
Kasamba, Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture		16,900
Deferred proceeds from divestiture of business		2,600
Restricted cash		$ 11,800
Maximum length of time, restricted cash held in escrow		15 months
Increase (decrease) of restricted investments	$ 9,500
Disposal Group, Held-for-sale, Not Discontinued Operations \| Kasamba, Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposition of business		$ 17,600

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES:
Net income (loss)	$ (6,598)	$ (140,775)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	(6,816)	68,383
Depreciation	17,088	14,351
Amortization of purchased intangible assets and finance leases	10,889	10,799
Amortization of debt issuance costs	2,727	1,885
Change in fair value of contingent consideration	(5,304)	0
Gain on repurchase of convertible notes	(7,200)	0
Allowance for doubtful accounts	1,809	3,477
Gain on divestiture	(17,591)	0
Deferred income taxes	722	926
Equity loss in joint venture	1,384	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(20,537)	(32,734)
Prepaid expenses and other current assets	(9,126)	(7,981)
Contract acquisition costs non-current	3,534	(4,758)
Other assets	75	(111)
Accounts payable	(19,757)	6,816
Accrued expenses and other current liabilities	16,737	3,941
Deferred revenue	15,652	13,049
Operating lease liabilities	(437)	(1,721)
Other liabilities	(7,800)	86
Net cash used in operating activities	(30,549)	(64,367)
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software	(16,997)	(25,197)
Payments for acquisitions, net of cash acquired	0	(3,458)
Purchases of intangible assets	(2,457)	(1,129)
Proceeds from divestiture	13,819	0
Investment in joint venture	0	(3,651)
Net cash used in investing activities	(5,635)	(33,435)
FINANCING ACTIVITIES:
Principal payments for financing leases	(1,926)	(1,849)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP	1,256	895
Payments on repurchase of convertible senior notes	(149,702)	0
Net cash used in financing activities	(150,372)	(954)
Effect of foreign exchange rate changes on cash and cash equivalents	789	1,578
Net decrease in cash, cash equivalents, and restricted cash	(185,767)	(97,178)
Cash, cash equivalents, and restricted cash - beginning of year	392,198	523,532
Cash, cash equivalents, and restricted cash - end of period	216,442	426,354
Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets
Cash and cash equivalents	213,763	425,944
Restricted cash	2,679	410
Total cash, cash equivalents, and restricted cash	216,442	426,354
Supplemental disclosure of other cash flow information:
Cash paid for income taxes	1,112	2,237
Cash paid for interest	904	985
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment recorded in accounts payable	581	837
Right of use assets obtained in exchange for operating lease liabilities	132	2,417
Increase in convertible senior notes, net upon adoption of ASU 2020-06 (Note 1)	0	159,407
Issuance of shares of common stock to settle cash awards	0	17,298
WildHealth
Supplemental disclosure of non-cash investing and financing activities:
Issuance of shares of common stock	$ 0	$ 17,675

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 10,822	$ (75,411)	$ (6,598)	$ (140,775)
Foreign currency translation adjustment	386	(4,799)	1,252	(6,498)
Comprehensive income (loss)	$ 11,208	$ (80,210)	$ (5,346)	$ (147,273)

- Definition

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

+ References

+ Details

Net Loss Per Share - Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss) available to stockholders for basic net income per share	$ 10,822	$ (75,411)	$ (6,598)	$ (140,775)
Interest on assumed conversion of convertible notes, net of tax	136	0	0	0
Net income (loss) available to stockholders for diluted net income per share	$ 10,958	$ (75,411)	$ (6,598)	$ (140,775)
Weighted-average shares used to compute basic net income per share (in shares)	76,902,416	77,290,465	76,341,729	76,555,518
Dilutive effect of earnouts (in shares)	5,575,251	0	0	0
Weighted-average shares used to compute diluted net income per share (in shares)	91,500,059	77,290,465	76,341,729	76,555,518
Basic net loss per common share (in dollars per share)	$ 0.14	$ (0.98)	$ (0.09)	$ (1.84)
Diluted net loss per common share (in dollars per share)	$ 0.12	$ (0.98)	$ (0.09)	$ (1.84)
2024 Notes
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of assumed conversion of debt (in shares)	8,758,093	0	0	0
Restricted stock units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of outstanding common stock options and employee stock purchase plan and restricted stock units (in shares)	166,156	0	0	0
Share-Based Payment Arrangement
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of outstanding common stock options and employee stock purchase plan and restricted stock units (in shares)	98,143	0	0	0

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

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

In connection with the leases, the Company recognized operating lease right of use assets of $0.4 million and $1.6 million and an aggregate lease liability of $1.3 million and $2.8 million in its condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively.

As of June 30, 2023, due to a dispute with respect to 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 as of June 30, 2023, which is recorded as restricted cash in the condensed consolidated balance sheets. In the third quarter of 2021, the Company entered into a new lease in Australia and was required to pledge $0.2 million in cash as collateral security, which is also recorded as restricted cash in the condensed consolidated balance sheets.

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

Supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	863	$	1,264	$	1,837	$	2,383
Operating cash flows for finance leases	13		54		37		118
Financing cash flows for finance leases	968		929		1,926		1,849

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Finance lease cost:
Amortization of right of use assets	$	919	$	921	$	1,830	$	1,833
Interest	13		54		37		118
Operating lease cost	2,887		1,408		5,627		4,410
Total lease cost	$	3,819	$	2,383	$	7,494	$	6,361


	June 30, 2023		June 30, 2022
Weighted Average Remaining Lease Term:
Operating leases	2.1 years		2.0 years
Finance leases	1.1 years		1.5 years

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

Supplemental balance sheet information related to leases was as follows:


	Financial Statement Classification	June 30, 2023		December 31, 2022

		(In thousands)
Assets
Operating right of use assets	Operating lease right of use assets	$	415	$	1,604
Finance right of use assets	Property and equipment, net	1,248		3,083
Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	654	$	2,160
Finance lease liabilities	Accrued expenses and other current liabilities	692		2,569
Non-current:
Operating lease liabilities	Operating lease liability, net of current portion	$	602	$	682
Finance lease liabilities	Other liabilities	136		191

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:


	June 30, 2023
	Operating Leases		Finance Leases

	(In thousands)
2023 (remaining six months for June 30, 2023)	$	580	$	650
2024	425		113
2025	346		85
2026	144		—
2027	—		—
Total minimum lease payments	1,495		848
Less: present value adjustment	(239)		(20)
Present value of lease liabilities	$	1,256	$	828

Legal Matters (Details) - USD ($) $ in Millions		3 Months Ended
Legal Matters (Details) - USD ($) $ in Millions	May 24, 2021	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement, amount awarded from other party	$ 30.3
Loss contingency, additional costs owed	$ 0.4
Loss contingency, additional amount awarded		$ 4.3

Stockholders' Equity - Summary of Restricted Stock Unit Activity and Weighted Average Exercise Price (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Number of Shares
Beginning balance outstanding (in shares)	5,235
Awarded (in shares)	866
Vested (in shares)	(812)
Forfeited (in shares)	(1,550)
Non-vested and outstanding at end of period (in shares)	3,739
Expected to vest (in shares)	2,509
Weighted Average Grant Date Fair Value (usd per share)
Beginning balance outstanding (in dollars per share)	$ 25.42
Awarded (in dollars per share)	7.22
Vested (in dollars per share)	27.47
Forfeited (in dollars per share)	24.70
Non-vested and outstanding at end of period (in dollars per share)	20.83
Expected to vest (in dollars per share)	$ 20.96
Aggregate Fair Value
Aggregate fair value, Non-vested and outstanding		$ 53,080
Aggregate fair value, Expected to vest	$ 11,340

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring expense	$ 2,387	$ 10,861	$ 13,902	$ 10,838

Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue from related parties	$ 97,522	$ 132,565	$ 205,183	$ 262,762
Cost of revenue	30,888	45,049	73,984	94,616
Sales and marketing	26,724	59,983	61,194	118,115
Amortization of purchased intangible assets	876	923	1,750	1,822
Gain on divestiture	0	0	(17,591)	0
Unallocated corporate expenses	33,396	96,859	112,877	182,643
Income (loss) from operations	5,638	(70,249)	(27,031)	(134,434)
Hosted Services - Business
Segment Reporting Information [Line Items]
Revenue from related parties	81,286	103,985	168,624	219,431
Hosted Services - Consumer \| Kasamba, Inc.
Segment Reporting Information [Line Items]
Revenue from related parties		9,100	7,200	18,300
Professional Services
Segment Reporting Information [Line Items]
Revenue from related parties	$ 16,236	$ 28,580	$ 36,559	$ 43,331

Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Contingent earn-out
Change in Fair Value of Level 3 Liabilities
Beginning balance	$ 72,221	$ 29,830
Additions in the period	0	61,920
Ending balance		72,221
Contingent earn-out \| Tenfold
Change in Fair Value of Level 3 Liabilities
Beginning balance	72,221
Ending balance	24,403	72,221
Contingent Consideration
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards	(5,304)	(8,516)
Contingent Compensation \| WildHealth
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards	$ (42,514)	$ (11,013)

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 146,412	$ 143,930
Accumulated Amortization	(74,909)	(65,827)
Net Carrying Amount	71,503	78,103
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	97,538	97,454
Accumulated Amortization	(53,380)	(45,907)
Net Carrying Amount	$ 44,158	$ 51,547
Weighted Average Amortization Period	5 years	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 32,044	$ 31,987
Accumulated Amortization	(18,471)	(17,392)
Net Carrying Amount	$ 13,573	$ 14,595
Weighted Average Amortization Period	10 years	10 years
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 13,462	$ 1,044
Accumulated Amortization	(1,631)	(364)
Net Carrying Amount	$ 11,831	$ 680
Weighted Average Amortization Period	12 years 10 months 24 days	2 years 9 months 18 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,410	$ 1,378
Accumulated Amortization	(556)	(402)
Net Carrying Amount	$ 854	$ 976
Weighted Average Amortization Period	5 years	5 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,044	$ 11,088
Accumulated Amortization	(540)	(1,419)
Net Carrying Amount	$ 504	$ 9,669
Weighted Average Amortization Period	2 years 9 months 18 days	12 years 9 months 18 days
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 914	$ 979
Accumulated Amortization	(331)	(343)
Net Carrying Amount	$ 583	$ 636
Weighted Average Amortization Period	4 years 1 month 6 days	4 years 1 month 6 days

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value

The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of June 30, 2023 and December 31, 2022, are summarized as follows:


	June 30, 2023
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets
Cash equivalents:
Money market funds	$	143,441	$	—	$	—	$	143,441
Total assets	$	143,441	$	—	$	—	$	143,441

Liabilities
Earn-outs treated as contingent consideration	$	—	$	—	$	15,418	$	15,418
Earn-outs treated as liability awards	—		—		8,985		8,985
Total liabilities	$	—	$	—	$	24,403	$	24,403


	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

Schedule of Changes in Fair Value of Level 3 Liabilities

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


	June 30, 2023		December 31, 2022

	(In thousands)
Balance, beginning of year	$	72,221	$	29,830
Additions in the period	—		61,920
Change in fair value of contingent consideration	(5,304)		(8,516)
Change in fair value of liability awards	(42,514)		(11,013)

Balance, end of period	$	24,403	$	72,221

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The estimated fair value of outstanding balances of our 2024 Notes and 2026 Notes are as follows:


	Level of Hierarchy	Fair Value		Principal Balance		Unamortized Issuance Costs		Net Carrying Value

		(In thousands)
June 30, 2023
2024 and 2026 Notes	2	$	407,800	$	589,992	$	(7,350)	$	582,642
December 31, 2022
2024 and 2026 Notes	2	$	512,900	$	747,500	$	(10,077)	$	737,423

Restructuring - Schedule of Restructuring Liability by Cost Type (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring and Related Activities [Abstract]
Balance, beginning of the year	$ 2,261	$ 803	$ 1,694
Lease restructuring costs	0	442
Severance and other compensation associated costs	13,902	19,525
Cash payments	(12,444)	(20,858)
Balance, end of period	$ 2,261	$ 803

Legal Matters	6 Months Ended
Legal Matters	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	Legal Matters Putative Class Action On April 24, 2023, a putative stockholder class action entitled Straub v. LivePerson, Inc., No. 1:23-cv-03078, was filed under the federal securities laws against the Company, its former Chief Executive Officer, and Chief Financial Officer in the United States District Court for the Eastern District of New York. The complaint alleged that in violation of Section 10(b) of the Securities Exchange Act of 1934, the Company made false and misleading statements in its Form 10-Q filings and forecasts for the first, second, and third quarters of fiscal year 2022 based on the Company’s subsequent disclosures in its subsequent annual report on Form 10-K on March 16, 2023. On June 23, 2023, the plaintiff voluntarily dismissed his case without prejudice. On May 1, 2023, a similar putative stockholder class action entitled Weissbrod v. LivePerson, Inc., was filed in the District Court of Tel Aviv, Israel on behalf of Company stockholders who traded Company shares on the Tel Aviv Stock Exchange regarding the same subject matter as asserted in the Straub case. The Tel Aviv case is currently expected to be stayed pending further activity in the New York case. The Company believes these claims are without merit. [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. On June 22, 2015, and December 7, 2015, [24]7 filed separate countersuits (together, the “Countersuits”) against the Company in the United States District Court for the Northern District of California (the “Court”) alleging patent infringement. The trial with respect to the Company IP Suit occurred on May 24, 2021 with respect to the Company’s first set of intellectual property claims, and the jury awarded approximately $30.3 million in favor of the Company. The Company and [24]7 subsequently reached an 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. In August 2022, 24[7] appealed the judgment in favor of the Company with respect to the Company IP Suit. In addition, a trial to adjudicate the Countersuits began in 2023, and a trial with respect to the Company’s second set of intellectual property claims against [24]7 has been 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 and subsequently entered into binding settlement and commercial agreements as described in the MOU (the “Agreements”). The referenced litigations are currently stayed and dismissal with prejudice of all litigation matters between the parties is expected in the near term, following the completion of certain collateral documentation described in the Agreements. 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 inquiries by Medicare, the Department of Justice and the U.S. Food and Drug Administration (“governmental agencies”). As previously disclosed, 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 received and successfully responded to inquiries from additional governmental agencies with respect to its participation in the Program, which are now completed, and is currently in discussions with Medicare regarding resolution of the suspension and release of reimbursements for services rendered under the Program. The Company also 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 Legal, Administrative and Regulatory Inquiries, Investigations and Other Matters From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, inquiries and investigations and actual or threatened claims and/or demands arising in the ordinary course of business (“Claims”), including without limitation direct Claims brought by or against the Company, its affiliates, subsidiaries, directors and/or officers with respect to intellectual property, contracts, employment, commercial, legal, regulatory and/or other matters related to our business, 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. Regardless of the outcome, litigation and investigations can have an adverse impact on the Company because of defense settlement costs, diversion of management resources and other factors.

Equity Method Investments (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 13, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Equity method investment, contribution, term	5 years
Investment in joint venture (Note 17)		$ 880		$ 880		$ 2,264
Claire Holdings, Inc.
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 19,000
Ownership percentage	19.20%
Due to Claire		9,100		9,100
Other operating income (expense), net		$ 800	$ 100	$ 1,400	$ 100
Claire Holdings, Inc. \| Pasaca Capital Inc. (“Pasaca”)
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 80,000
Ownership percentage	80.80%

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

Segment InformationThe 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 was previously 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 facilitated online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. During the first quarter of 2023, the Consumer segment (comprised solely of the Kasamba business) was divested (see Note 20 – Divestiture). 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 the remaining Business segment. The Business reporting segment follows 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 intangible assets 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 were no inter-segment sales.

Presented on a consolidated basis, the following table is a summary of financial information by segment for the three and six months ended June 30, 2023 and 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Consolidated	(In thousands)
Revenue:
Hosted services (1)	$	81,286	$	103,985	$	168,624	$	219,431
Professional services	16,236		28,580		36,559		43,331
Total revenue	97,522		132,565		205,183		262,762
Cost of revenue	30,888		45,049		73,984		94,616
Sales and marketing	26,724		59,983		61,194		118,115
Amortization of purchased intangibles	876		923		1,750		1,822
Gain on divestiture	—		—		(17,591)		—
Unallocated corporate expenses	33,396		96,859		112,877		182,643
Operating income (loss)	$	5,638	$	(70,249)	$	(27,031)	$	(134,434)

——————————————

During the first quarter of 2023, the Company completed the sale of Kasamba, which was reported under the Consumer segment, and had ceased recognizing revenues and expenses effective the transaction close date. As a result, the divestiture of Kasamba eliminates the Company’s Consumer segment as the Company focuses on the core Business segment. See Note 20 –Divestiture, for further details.

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 set forth below:


	June 30, 2023		December 31, 2022

	(In thousands)
United States	$	465,914	$	476,040
Germany	46,123		46,323
Israel	—		4,064
Australia	11,741		12,057
Netherlands	6,090		3,470
Other (1)	14,149		13,520
Total long-lived assets	$	544,017	$	555,474

——————————————

(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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 97,522	$ 132,565	$ 205,183	$ 262,762
Costs and expenses
Cost of revenue	30,888	45,049	73,984	94,616
Sales and marketing	26,724	59,983	61,194	118,115
General and administrative	8,170	30,246	39,617	59,981
Product development	22,839	55,752	59,358	111,824
Restructuring costs	2,387	10,861	13,902	10,838
Gain on divestiture	0	0	(17,591)	0
Amortization of purchased intangible assets	876	923	1,750	1,822
Total costs, expenses and other	91,884	202,814	232,214	397,196
Income (loss) from operations	5,638	(70,249)	(27,031)	(134,434)
Other income (expense), net:
Interest income (expense), net	136	(682)	1,937	(2,114)
Other income (expense), net	4,893	(3,266)	19,555	(3,206)
Total Income (loss) before (benefit from) provision for income taxes	5,029	(3,948)	21,492	(5,320)
Income (loss) before (benefit from) provision for income taxes	10,667	(74,197)	(5,539)	(139,754)
(Benefit from) provision for income taxes	(155)	1,214	1,059	1,021
Net income (loss)	$ 10,822	$ (75,411)	$ (6,598)	$ (140,775)
Net income (loss) per share of common stock:
Basic net loss per common share (in dollars per share)	$ 0.14	$ (0.98)	$ (0.09)	$ (1.84)
Diluted net loss per common share (in dollars per share)	$ 0.12	$ (0.98)	$ (0.09)	$ (1.84)
Weighted average shares outstanding:
Weighted average shares outstanding used in basic net loss per common share calculation (in shares)	76,902,416	77,290,465	76,341,729	76,555,518
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares)	91,500,059	77,290,465	76,341,729	76,555,518

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity and Weighted Average Exercise Prices

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


	Stock Option Activity			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options	Weighted Average Exercise Price
	(In thousands)	(Per share)		(In years)	(In thousands)
Balance outstanding as of December 31, 2022	4,459	$	24.25	6.08	$	1,327
Granted	18	11.37
Exercised	(30)	4.56
Cancelled or expired	(906)	28.68
Balance outstanding as of June 30, 2023	3,541	22.88		5.40	185
Options vested and expected to vest	553	27.86		8.30	46
Options exercisable as of June 30, 2023	2,760	$	21.59	4.40	$	134

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

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Dividend yield	N/A	0.00%	0.00%	0.00%
Risk-free interest rate	N/A	2.81% - 3.38%	3.60%	1.62% - 3.38%
Expected life (in years)	N/A	5	5	5
Historical volatility	N/A	57.82% - 58.91%	65.17%	53.87% - 58.91%

Schedule of Share-based Compensation, Restricted Stock and 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	Weighted Average Grant Date Fair Value		Aggregate Fair Value
	(In thousands)	(Per share)		(In thousands)
Balances outstanding as of December 31, 2022	5,235	$	25.42	$	53,080
Awarded	866	7.22
Vested	(812)	27.47
Forfeited	(1,550)	24.70
Non-vested and outstanding as of June 30, 2023	3,739	$	20.83
Expected to vest	2,509	$	20.96	$	11,340

Stockholders' Equity - Summary of Stock Option Activity and Weighted Average Exercise Prices (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Options
Beginning balance (in shares) \| shares	4,459
Granted (in shares) \| shares	18
Exercised (in shares) \| shares	(30)
Cancelled or expired (in shares) \| shares	(906)
Ending balance (in shares) \| shares	3,541	4,459
Options vested and expected to vest (in shares) \| shares	553
Options exercisable at end of period (in shares) \| shares	2,760
Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 24.25
Granted (in dollars per share) \| $ / shares	11.37
Exercised (in dollars per share) \| $ / shares	4.56
Cancelled or expired (in dollars per share) \| $ / shares	28.68
Ending balance (in dollars per share) \| $ / shares	22.88	$ 24.25
Options vested and expected to vest (in dollars per share) \| $ / shares	27.86
Options exercisable at end of period (in dollars per share) \| $ / shares	$ 21.59
Weighted Average Remaining Contractual Term
Weighted average remaining contract term, Options outstanding	5 years 4 months 24 days	6 years 29 days
Weighted average remaining contract term, Options vested and expected to vest	8 years 3 months 18 days
Weighted average remaining contract term, Options exercisable	4 years 4 months 24 days
Aggregate Intrinsic Value
Aggregate intrinsic value, Options outstanding \| $	$ 185	$ 1,327
Aggregate intrinsic value, Options vested and expected to vest \| $	46
Aggregate intrinsic value, Options exercisable \| $	$ 134

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company includes interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. The Company recorded a valuation allowance against its U.S. and e-bot7 deferred tax assets as it considered its cumulative losses in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated by jurisdiction, the Company believes that the deferred tax assets related to LivePerson Australia Holdings Pty. Ltd., LivePerson (UK) Ltd., LivePerson Japan, and LivePerson Ltd. (Israel) are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2022, there was an increase in the valuation allowance recorded of $80.5 million. During 2023, the Company made an immaterial change to its presentation of its December 31, 2022 unrecognized tax benefits of $2.2 million to properly reflect the balance as a non-current liability, with the balance now included under “Other liabilities” in the condensed consolidated balance sheets. For the six months ended June 30, 2023, the Company recorded a tax provision of $1.1 million. This amount consists of a tax provision of $0.9 million on operating earnings coupled with a stock compensation tax deficiency of $0.2 million related to stock compensation arrangements of LivePerson, LivePerson (UK) Ltd. and LivePerson Ltd. (Israel). During the first quarter of 2023, and included within the provision on operating earnings noted above, the Company sold Kasamba, Inc. and Kasamba LTD in a taxable transaction that resulted in a tax provision of $0.8 million related to an increase in valuation allowance on deferred tax assets resulting from a release of Kasamba’s deferred tax liabilities. The Company had a valuation allowance on certain deferred tax assets for the year ended December 31, 2022 of $187.5 million. Inherent in the Company’s 2023 annual effective tax rate is an estimated increase in the valuation allowance of $38.2 million, all of which will be recorded as an expense. During 2022, an increase in the valuation allowance in the amount of $38.8 million was recorded as an expense and an additional increase to the valuation allowance 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. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Revenue Recognition - Revenue by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 97,522	$ 132,565	$ 205,183	$ 262,762
United States
Disaggregation of Revenue [Line Items]
Revenue from related parties	68,855	90,433	137,364	177,570
Other Americas
Disaggregation of Revenue [Line Items]
Revenue from related parties	2,052	2,975	5,857	8,014
Total Americas
Disaggregation of Revenue [Line Items]
Revenue from related parties	70,907	93,408	143,221	185,584
EMEA
Disaggregation of Revenue [Line Items]
Revenue from related parties	14,933	17,963	31,115	41,783
APAC
Disaggregation of Revenue [Line Items]
Revenue from related parties	11,682	21,194	30,847	35,395
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue from related parties	15,300	13,800	30,600	28,500
Netherlands
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 300	$ 2,200	$ 600	$ 3,500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Convertible Senior Notes and Capped Call Transactions (Tables)

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022 was as follows:


	June 30, 2023		December 31, 2022

	(In thousands)
Principal	$	589,992	$	747,500
Unamortized issuance costs	(7,350)		(10,077)
Total net carrying value	$	582,642	$	737,423
Less: short-term debt, net	$	72,097	$	—
Long-term debt, net	$	510,545	$	737,423

Schedule of Interest Expense Incurred

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Contractual interest expense	$	128	$	432	$	569	$	863
Amortization of debt issuance costs	1,807		944		2,727		1,885
Total interest expense	$	1,935	$	1,376	$	3,296	$	2,748

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Supplemental cash flow information related to leases

Supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	863	$	1,264	$	1,837	$	2,383
Operating cash flows for finance leases	13		54		37		118
Financing cash flows for finance leases	968		929		1,926		1,849

Schedule of components of lease costs

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(In thousands)
Finance lease cost:
Amortization of right of use assets	$	919	$	921	$	1,830	$	1,833
Interest	13		54		37		118
Operating lease cost	2,887		1,408		5,627		4,410
Total lease cost	$	3,819	$	2,383	$	7,494	$	6,361


	June 30, 2023		June 30, 2022
Weighted Average Remaining Lease Term:
Operating leases	2.1 years		2.0 years
Finance leases	1.1 years		1.5 years

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

Supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


	Financial Statement Classification	June 30, 2023		December 31, 2022

		(In thousands)
Assets
Operating right of use assets	Operating lease right of use assets	$	415	$	1,604
Finance right of use assets	Property and equipment, net	1,248		3,083
Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	654	$	2,160
Finance lease liabilities	Accrued expenses and other current liabilities	692		2,569
Non-current:
Operating lease liabilities	Operating lease liability, net of current portion	$	602	$	682
Finance lease liabilities	Other liabilities	136		191

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:


	June 30, 2023
	Operating Leases		Finance Leases

	(In thousands)
2023 (remaining six months for June 30, 2023)	$	580	$	650
2024	425		113
2025	346		85
2026	144		—
2027	—		—
Total minimum lease payments	1,495		848
Less: present value adjustment	(239)		(20)
Present value of lease liabilities	$	1,256	$	828

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Professional services and consulting and other vendor fees	$ 60,250	$ 51,067
Payroll and other employee related costs	15,802	19,182
Short-term contingent earn-out	24,403	47,819
Sales commissions	1,998	4,402
Finance lease liabilities	692	2,569
Balance, beginning of the year	2,261	803	$ 1,694
Taxes other than income tax	1,690	1,148
Other	2,435	2,254
Total accrued expenses and other current liabilities	$ 109,531	$ 129,244

Related Parties	6 Months Ended
Related Parties	Jun. 30, 2023
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 recognized as revenue over time from January 1, 2022 to 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. 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 Claire included in the Company’s condensed consolidated statements of operations were $3.8 million and $13.2 million for the six months ended June 30, 2023 and 2022. No revenues were recognized for the three months ended June 30, 2023, compared to $13.2 million that was recorded as revenue for the three months ended June 30, 2022. No deferred revenue was included in the Company’s condensed consolidated balance sheets as of June 30, 2023. Accounts receivable totaled $2.1 million as of June 30, 2023 and was included in the Company’s condensed consolidated balance sheets. Total unbilled invoices and account receivables were $4.8 million and $1.4 million, respectively, as of December 31, 2022

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Summary of Financial Information by Segment


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Consolidated	(In thousands)
Revenue:
Hosted services (1)	$	81,286	$	103,985	$	168,624	$	219,431
Professional services	16,236		28,580		36,559		43,331
Total revenue	97,522		132,565		205,183		262,762
Cost of revenue	30,888		45,049		73,984		94,616
Sales and marketing	26,724		59,983		61,194		118,115
Amortization of purchased intangibles	876		923		1,750		1,822
Gain on divestiture	—		—		(17,591)		—
Unallocated corporate expenses	33,396		96,859		112,877		182,643
Operating income (loss)	$	5,638	$	(70,249)	$	(27,031)	$	(134,434)

——————————————

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 set forth below:


	June 30, 2023		December 31, 2022

	(In thousands)
United States	$	465,914	$	476,040
Germany	46,123		46,323
Israel	—		4,064
Australia	11,741		12,057
Netherlands	6,090		3,470
Other (1)	14,149		13,520
Total long-lived assets	$	544,017	$	555,474

——————————————

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

Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Other Expense
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Employee benefits and share-based compensation	$ (41.1)	$ (42.5)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 213,763	$ 391,781
Restricted cash	2,679	417
Accounts receivable, net of allowances of $9,047 and $9,239 as of June 30, 2023 and December 31, 2022, respectively	105,171	86,537
Prepaid expenses and other current assets	32,657	23,747
Assets held for sale	0	30,984
Total current assets	354,270	533,466
Operating lease right of use assets (Note 10)	415	1,604
Property and equipment, net (Note 6)	127,307	126,499
Contract acquisition costs	39,465	43,804
Intangible assets, net (Note 5)	71,503	78,103
Goodwill (Note 5)	296,973	296,214
Deferred tax assets	4,840	4,423
Investment in joint venture (Note 17)	880	2,264
Other assets	2,634	2,563
Total assets	898,287	1,088,940
Current liabilities:
Accounts payable	8,307	25,303
Accrued expenses and other current liabilities (Note 7)	109,531	129,244
Deferred revenue (Note 2)	100,416	84,494
Convertible senior notes (Note 8)	72,097	0
Liabilities associated with assets held for sale	0	10,357
Operating lease liabilities (Note 10)	654	2,160
Total current liabilities	291,005	251,558
Deferred revenue, net of current portion (Note 2)	301	174
Convertible senior notes, net of current portion (Note 8)	510,545	737,423
Operating lease liabilities, net of current portion (Note 10)	602	682
Deferred tax liabilities	2,757	2,550
Other liabilities	2,932	28,465
Total liabilities	808,142	1,020,852
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, 80,312,090 and 78,350,984 shares issued, 77,546,017 and 75,584,911 shares outstanding as of June 30, 2023 and December 31, 2022, respectively	80	78
Additional paid-in capital	862,553	771,052
Treasury stock - 2,766,073 shares	(3)	(3)
Accumulated deficit	(763,060)	(692,362)
Accumulated other comprehensive loss	(9,425)	(10,677)
Total stockholders’ equity	90,145	68,088
Total liabilities and stockholders’ equity	$ 898,287	$ 1,088,940

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

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 six months ended June 30, 2023 are as follows:


	Consolidated
	(In thousands)
Balance as of December 31, 2022	$	296,214
Adjustments to goodwill:
Foreign exchange adjustment	759
Balance as of June 30, 2023	$	296,973

Goodwill is not amortized, but is tested for impairment at the reporting unit level using either a qualitative or quantitative assessment on an annual basis during third quarter of each fiscal year, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of goodwill is measured at the reporting unit level by comparing the carrying amount, including goodwill, to the fair market value of the reporting unit. As of June 30, 2023, there was no indication of impairment of the Company’s goodwill balances. As a result of the divestiture of Kasamba under the Consumer segment, the Company recorded a reduction to its goodwill of $8.0 million during the year ended December 31, 2022, based on the relative fair value of the segment. See Note 20 - Divestiture, for additional information.

Intangible Assets, Net

Intangible assets are summarized as follows:


	As of June 30, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	97,538	$	(53,380)	$	44,158	5.0 years
Customer relationships	32,044		(18,471)		13,573		10.0 years
Patents	13,462		(1,631)		11,831		12.9 years
Trademarks	1,410		(556)		854		5.0 years
Trade names	1,044		(540)		504		2.8 years
Other	914		(331)		583		4.1 years
Total	$	146,412	$	(74,909)	$	71,503


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

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

Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets, net was $4.6 million and $4.5 million for the three months ended June 30, 2023 and 2022, respectively, and $9.1 million and $9.0 million for the six months ended June 30, 2023 and 2022, respectively, a portion of this amortization was included in cost of revenue in the condensed consolidated statements of operations.

As of June 30, 2023, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
Remaining 2023	$	9,050
2024	16,191
2025	15,747
2026	13,047
2027	1,428
Thereafter	16,040
Total	$	71,503

Revenue Recognition - Narrative (Details) $ in Thousands	6 Months Ended
Revenue Recognition - Narrative (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 326,300
Percentage of remaining performance obligations to be recognized over next 24 months	89.00%
Recognition of deferred revenue	$ 73,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Segment Information - Narrative (Details)	6 Months Ended
Segment Information - Narrative (Details)	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 2,727	$ 1,885
Total interest expense	$ 1,900	$ 1,400	3,300	2,700
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	128	432	569	863
Amortization of debt issuance costs	1,807	944	2,727	1,885
Total interest expense	$ 1,935	$ 1,376	$ 3,296	$ 2,748

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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-Subparagraph (SX 210.12-04(a))
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+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
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. Salaries and related expenses include $0.9 million and $1.4 million of employer matching contributions for the three months ended June 30, 2023 and 2022, respectively, and $2.3 million and $3.0 million for the six months ended June 30, 2023 and 2022, respectively. Letters of Credit As of June 30, 2023, 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 the three and six months ended June 30, 2023 and 2022. Non-Income Related Taxes The Company is subject to sales tax liabilities, plus applicable interest, for states in which it has economic nexus. As of June 30, 2023, there is a $1.8 million accrual balance for sales tax liabilities included within the condensed consolidated balance sheets.

Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property and Equipment, Net
Finance lease right of use assets	$ 1,248	$ 3,083
Property and equipment and finance lease, gross	300,272	293,428
Less: accumulated depreciation	(172,965)	(155,706)
Property and equipment, net	127,307	137,722
Less: assets held for sale	0	(11,223)
Property and equipment, net (Note 6)	127,307	126,499
Computer equipment and software
Property and Equipment, Net
Property and equipment gross	122,483	128,206
Internal-use software development costs
Property and Equipment, Net
Property and equipment gross	176,211	161,633
Furniture, equipment, and building improvements
Property and Equipment, Net
Property and equipment gross	$ 330	$ 506

Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	$ 100,416	$ 84,494	$ 98,808
Total deferred revenue - long term	301	174	$ 54
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	99,617	83,561
Total deferred revenue - long term	196	0
Professional Services
Disaggregation of Revenue [Line Items]
Total deferred revenue - short term	799	933
Total deferred revenue - long term	$ 105	$ 174

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Commitments [Line Items]
Employer matching contributions	$ 0.9	$ 1.4	$ 2.3	$ 3.0
Accrued sales tax, including interest	1.8		1.8
Letter of Credit \| LOC for Security Deposit
Other Commitments [Line Items]
Letters of Credit Outstanding, Amount	$ 0.7		$ 0.7
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%

Divestiture

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

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 June 30, 2023, $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 income (expense), net of $0.8 million and $1.4 million for the three and six months ended June 30, 2023, respectively. The Company recorded its ownership percentage of losses of Claire in Other income (expense), net of $0.1 million for the three and six months ended June 30, 2022, respectively.

As of June 30, 2023, the Company’s equity method investment was $0.9 million and was included in investment in joint venture on the condensed consolidated balance sheets.

Divestiture

In the fourth quarter of 2022, the Company entered into a non-binding Letter of Intent to divest Kasamba, Inc. and Kasamba LTD (together “Kasamba”), which facilitates online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. The Company determined that Kasamba met the criteria for classification as held for sale in accordance with ASC Subtopic 360-10, and the related net assets were separately presented in current assets and current liabilities as held for sale on the consolidated balance sheets as of December 31, 2022 and depreciation of long-lived assets ceased. Pursuant to ASC 205-20, the divestiture did not meet the criteria for presentation as a discontinued operation. Kasamba represented the Company’s Consumer segment.

The Share Purchase Agreement between Ingenio, LLC (“Ingenio”) and the Company was executed and the transaction closed on March 20, 2023. In accordance with the Share Purchase Agreement, the Company sold all of the issued and outstanding shares of Kasamba subject to certain post-closing adjustments. Cash of $16.9 million was received upon closing, $2.6 million as a deferred payment is expected to be received within a year, and was included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets as of June 30, 2023. $11.8 million was held in various escrow accounts for up to 15 months, and was included in restricted cash on the Company’s condensed consolidated balance sheets as of March 31, 2023; however, $9.5 million of this escrow amount was released during the three months ended June 30, 2023. The transaction resulted in a gain of $17.6 million, which was recognized and presented separately as a gain on divestiture on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023 and six months ended June 30, 2023.

Major classes of assets and liabilities sold were as follows:


	As of March 20, 2023
	(In thousands)
Assets:
Cash	$	3,058
Accounts receivable, net	381
Prepaid expenses and Other current assets	956
Property, plant and equipment, net	9,614
Goodwill	8,024
Deferred Tax Assets	721
Other assets	334
Total assets sold	$	23,088

Liabilities:
Accounts Payable	$	2,433
Accrued expenses and other current liabilities	4,859
Deferred tax liability	798
Deferred Revenue	679
Total liabilities sold	$	8,769

As part of the Share Purchase Agreement, the Company also entered into a Transition Services Agreement (“TSA”) with Kasamba pursuant to which the Company will provide services, including, but not limited to, human resources, finance, IT and legal, to Kasamba. These services commenced upon the close of the transaction and will continue to be provided over a period of up to 12 months, depending on the transition service being provided.

Investments, Equity Method and Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Disposal Groups, Including Discontinued Operations

Major classes of assets and liabilities sold were as follows:


	As of March 20, 2023
	(In thousands)
Assets:
Cash	$	3,058
Accounts receivable, net	381
Prepaid expenses and Other current assets	956
Property, plant and equipment, net	9,614
Goodwill	8,024
Deferred Tax Assets	721
Other assets	334
Total assets sold	$	23,088

Liabilities:
Accounts Payable	$	2,433
Accrued expenses and other current liabilities	4,859
Deferred tax liability	798
Deferred Revenue	679
Total liabilities sold	$	8,769

- 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
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

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


	June 30, 2023		December 31, 2022

	(In thousands)
Professional services and consulting and other vendor fees	$	60,250	$	51,067
Payroll and other employee related costs	15,802		19,182
Short-term contingent earn-out	24,403		47,819
Sales commissions	1,998		4,402
Finance lease liability	692		2,569

Restructuring	2,261		803
Taxes other than income tax	1,690		1,148
Other	2,435		2,254
Total accrued expenses and other current liabilities	$	109,531	$	129,244

Description of Business and Basis of Presentation (Details) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 21, 2023 USD ($)	Jun. 30, 2023 USD ($) interface	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) interface	Jun. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Number of application programming interfaces and software development kits \| interface		40		40
Stockholders' Equity Attributable to Parent		$ 90,145	$ 120,755	$ 90,145	$ 120,755	$ 65,004	$ 68,088	$ 180,346	$ 349,437
Debt Instrument, Increase (Decrease), Net	$ 157,500
(Benefit from) provision for income taxes		(155)	1,214	1,059	1,021
Kasamba, Inc.
(Benefit from) provision for income taxes		800
Additional Paid-in Capital
Stockholders' Equity Attributable to Parent		862,553	740,132	862,553	740,132	848,621	771,052	719,514	871,788
Accumulated Deficit
Stockholders' Equity Attributable to Parent		$ (763,060)	$ (607,390)	$ (763,060)	$ (607,390)	$ (773,882)	$ (692,362)	$ (531,979)	(516,859)
Adjustment \| Accounting Standards Update 2020-06
Stockholders' Equity Attributable to Parent									(159,407)
Adjustment \| Accounting Standards Update 2020-06 \| Additional Paid-in Capital
Stockholders' Equity Attributable to Parent									(209,651)
Adjustment \| Accounting Standards Update 2020-06 \| Accumulated Deficit
Stockholders' Equity Attributable to Parent									$ 50,244

- Definition

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

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-Name Accounting Standards Codification
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+ Details

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	June 30, 2023		December 31, 2022

	(In thousands)
Computer equipment and software	$	122,483	$	128,206
Internal-use software development costs	176,211		161,633
Finance lease right of use assets	1,248		3,083
Furniture, equipment, and building improvements	330		506
Property and equipment, at cost	300,272		293,428
Less: accumulated depreciation	(172,965)		(155,706)
Property and equipment, net	$	127,307	$	137,722
Less: assets held for sale	—		(11,223)
Property and equipment, net	$	127,307	$	126,499

Description of Business and Basis of Presentation	6 Months Ended
Description of Business and Basis of Presentation	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation LivePerson, Inc. (“LivePerson”, the “Company”, “we”, “our” or “us”) is a global leader in AI-powered customer conversations. 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. Since 1998, LivePerson has enabled billions of meaningful connections between consumers and our customers on our platform. These speech or text conversations decrease costs and increase revenue for our brands by harnessing the power of AI for 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 by empowering them to leverage the latest Generative AI and Large Language Models (“LLMs”) in a safe and secure environment. The Conversational Cloud, the Company’s 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 interactive voice response systems (“IVRs”) and wait on hold. Similarly, the Conversational Cloud can ingest traditional emails and convert them into messaging conversations, or embed messaging conversations directly into web advertisements, rather than redirect consumers to static website landing pages. Agents can manage all conversations with consumers through a single console interface, regardless of where the conversations originated. Most recently, the Conversational Cloud has been enhanced to provide a secure platform with the necessary guardrails to deploy Generative AI and LLMs in ways that help consumers and drive results for brands without sacrificing trust. LivePerson’s robust, cloud-based suite of rich messaging, real-time chat, LLM, AI and automation offerings features consumer and agent facing bots, intelligent routing and capacity mapping, real-time intent detection and analysis, queue prioritization, customer sentiment, analytics and reporting, content delivery, Payment Card Industry (“PCI”) compliance, co-browsing and a sophisticated proactive targeting engine. An extensible application programming interface (“API”) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than 40 APIs and software development kits are available on the Conversational Cloud. LivePerson’s Conversational AI platform enables what the Company calls “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work so that the agent can focus on relationship building. By seamlessly integrating messaging with the Company’s proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations. 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, unlock the power of Generative AI and LLMs in safe and responsible ways, 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 Global Select Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). LivePerson is headquartered in New York City. LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices. Basis of Presentation The accompanying unaudited condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive income (loss), and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023. Principles of Consolidation The unaudited condensed 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% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors, which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions. Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE. See Note 18 – Variable Interest Entities for the Company’s assessment of VIEs. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: •revenue recognition; •stock-based compensation 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 condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies. Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of Accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gain or losses are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Divestitures The Company classifies 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. See Note 20 – Divestiture for additional information. Recently Issued Accounting Pronouncements On March 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: 1) Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification and 2) Amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company does not expect the adoption of this standard to have a significant impact on its condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued 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 this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

As of June 30, 2023, there were 200,000,000 shares of common stock authorized, 80,312,090 shares issued, and 77,546,017 shares outstanding. As of December 31, 2022, there were 200,000,000 shares of common stock authorized, 78,350,984 shares issued, and 75,584,911 shares outstanding. The par value for the common stock is $0.001 per share.

Preferred Stock

As of June 30, 2023 and December 31, 2022, there were 5,000,000 shares of preferred stock authorized, and no shares were issued or 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 restricted stock units to its employees and directors to participate in the Company’s future performance through stock-based awards at the discretion of the board of directors. On April 19, 2021, the Company’s board of directors amended the plan and authorized 5,000,000 new shares for issuance. The number of shares authorized for issuance is 40,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have ten-year terms. As of June 30, 2023, approximately 2.9 million shares of common stock remained available for issuance (taking into account all option exercises and other equity award settlements through June 30, 2023).

Employee Stock Purchase Plan

There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of June 30, 2023, approximately 0.2 million shares of common stock remain available for issuance under the Employee Stock Purchase Plan (taking into account all share purchases through June 30, 2023).

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 June 30, 2023, approximately 1.1 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 June 30, 2023).

Stock Option Activity

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


	Stock Option Activity			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options	Weighted Average Exercise Price
	(In thousands)	(Per share)		(In years)	(In thousands)
Balance outstanding as of December 31, 2022	4,459	$	24.25	6.08	$	1,327
Granted	18	11.37
Exercised	(30)	4.56
Cancelled or expired	(906)	28.68
Balance outstanding as of June 30, 2023	3,541	22.88		5.40	185
Options vested and expected to vest	553	27.86		8.30	46
Options exercisable as of June 30, 2023	2,760	$	21.59	4.40	$	134

The total fair value of stock options exercised during the six months ended June 30, 2023 was approximately $1.4 million. As of June 30, 2023, there was approximately $8.9 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 2.2 years.

There were no stock options granted during the three months ended June 30, 2023. The per share weighted average fair value of stock options granted was $8.19 during the three months ended June 30, 2022. The per share weighted average fair value of stock options granted was $6.54 and $11.89 during the six months ended June 30, 2023 and 2022, respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Dividend yield	N/A	0.00%	0.00%	0.00%
Risk-free interest rate	N/A	2.81% - 3.38%	3.60%	1.62% - 3.38%
Expected life (in years)	N/A	5	5	5
Historical volatility	N/A	57.82% - 58.91%	65.17%	53.87% - 58.91%

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

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

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

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

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

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	Weighted Average Grant Date Fair Value		Aggregate Fair Value
	(In thousands)	(Per share)		(In thousands)
Balances outstanding as of December 31, 2022	5,235	$	25.42	$	53,080
Awarded	866	7.22
Vested	(812)	27.47
Forfeited	(1,550)	24.70
Non-vested and outstanding as of June 30, 2023	3,739	$	20.83
Expected to vest	2,509	$	20.96	$	11,340

RSUs granted to employees generally vest over a three to four-year period or upon achievement of certain performance conditions. As of June 30, 2023, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs and PRSUs was approximately $60.6 million and the weighted-average remaining vesting period was 2.3 years.

For the three months ended June 30, 2023 and 2022, the Company accrued approximately $1.2 million and $4.8 million in cash awards, respectively, and for the six months ended June 30, 2023 and 2022, the Company accrued approximately $2.8 million and $11.9 million in cash awards, respectively, to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022, respectively.

Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $(18.1) million and $36.5 million for the three months ended June 30, 2023 and 2022, respectively, and $(6.8) million and $68.4 million for the six months ended June 30, 2023 and 2022, respectively.

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2023 are as follows:


	Consolidated
	(In thousands)
Balance as of December 31, 2022	$	296,214
Adjustments to goodwill:
Foreign exchange adjustment	759
Balance as of June 30, 2023	$	296,973

Summary of Intangible Assets

Intangible assets are summarized as follows:


	As of June 30, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(In thousands)
Amortizing intangible assets:
Technology	$	97,538	$	(53,380)	$	44,158	5.0 years
Customer relationships	32,044		(18,471)		13,573		10.0 years
Patents	13,462		(1,631)		11,831		12.9 years
Trademarks	1,410		(556)		854		5.0 years
Trade names	1,044		(540)		504		2.8 years
Other	914		(331)		583		4.1 years
Total	$	146,412	$	(74,909)	$	71,503


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

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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


	Estimated Amortization Expense
	(In thousands)
Remaining 2023	$	9,050
2024	16,191
2025	15,747
2026	13,047
2027	1,428
Thereafter	16,040
Total	$	71,503

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 24
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Carrying Amount of Liability Component:
Total net carrying value	$ 582,642	$ 737,423
Less: short-term debt, net	72,097	0
Long-term debt, net	510,545	737,423
Convertible Debt \| Convertible Senior Notes
Carrying Amount of Liability Component:
Principal	589,992	747,500
Unamortized issuance costs	$ 7,350	$ 10,077

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

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

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

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

Financial Assets and Liabilities

The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of June 30, 2023 and December 31, 2022, are summarized as follows:


	June 30, 2023
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets
Cash equivalents:
Money market funds	$	143,441	$	—	$	—	$	143,441
Total assets	$	143,441	$	—	$	—	$	143,441

Liabilities
Earn-outs treated as contingent consideration	$	—	$	—	$	15,418	$	15,418
Earn-outs treated as liability awards	—		—		8,985		8,985
Total liabilities	$	—	$	—	$	24,403	$	24,403


	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

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.

The estimated fair value of outstanding balances of our 2024 Notes and 2026 Notes are as follows:


	Level of Hierarchy	Fair Value		Principal Balance		Unamortized Issuance Costs		Net Carrying Value

		(In thousands)
June 30, 2023
2024 and 2026 Notes	2	$	407,800	$	589,992	$	(7,350)	$	582,642
December 31, 2022
2024 and 2026 Notes	2	$	512,900	$	747,500	$	(10,077)	$	737,423

Management determines the fair value by using Level 2 inputs based on antithetic variable technique done by an independent valuation specialist. Refer to Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for additional details.

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


	June 30, 2023		December 31, 2022

	(In thousands)
Balance, beginning of year	$	72,221	$	29,830
Additions in the period	—		61,920
Change in fair value of contingent consideration	(5,304)		(8,516)
Change in fair value of liability awards	(42,514)		(11,013)

Balance, end of period	$	24,403	$	72,221

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

The earn-outs determined to be compensatory 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 three and six months ended June 30, 2023, we reduced the fair value of the earn-outs by approximately $41.1 million and $42.5 million, respectively, primarily due to settlements that occurred during the three months ended June 30, 2023. The settlements and any changes to the fair value of remaining earn-outs were recognized as a component of stock-based compensation expense and other income (expense) in the accompanying condensed consolidated statements of operations. Subsequent to June 30, 2023, the Company settled the final portion of the VoiceBase earn-out for approximately $15.0 million, which is due to be paid in the fourth quarter of 2023.

- 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

Variable Interest Entity	6 Months Ended
Variable Interest Entity	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entity Disclosure	Variable Interest Entities The Company prepares its condensed consolidated financial statements in accordance with ASC 810, which provides for the consolidation of VIEs of which the Company is the primary beneficiary. In February 2022, the Company acquired WildHealth as well as certain variable interests that WildHealth has in four Professional Corporations (“PCs”). The PCs are owned by a medical practitioner in accordance with certain state laws which restrict the corporate practice of medicine and require medical practitioners to own such entities. WildHealth provides management and other services to the PCs in exchange for a management fee and provides financial support to the PCs through a revolving credit arrangement. WildHealth also has separate agreements with the equity holder of the PCs where it may acquire and assign such equity interests for certain PCs. WildHealth consolidates the PCs as VIEs. The Company determined that the PCs are VIEs as WildHealth is the primary beneficiary of the PCs. The assets, liabilities, revenues, and operating results of the VIEs after elimination of intercompany transactions were not material as of and for the three and six months ended June 30, 2023.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-based compensation expense	$ (18,100)	$ 36,500	$ (6,800)	$ 68,400
Gain on divestiture	0	0	(17,591)	0
Cost of revenue
Stock-based compensation expense	(1,232)	4,120	803	6,251
Depreciation expense	2,186	2,463	4,433	4,996
Amortization of purchased intangibles	4,578	4,561	9,139	8,977
Sales and marketing
Stock-based compensation expense	2,299	5,942	4,703	12,591
Depreciation expense	741	605	1,467	1,157
General and administrative
Stock-based compensation expense	(13,882)	13,231	(11,250)	23,669
Depreciation expense	139	96	300	233
Product development
Stock-based compensation expense	(5,333)	13,224	(1,072)	25,872
Depreciation expense	$ 6,660	$ 3,963	$ 10,888	$ 7,965

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue from related parties	$ 97,522	$ 132,565	$ 205,183	$ 262,762
Accounts receivable, allowances including credit loss and sales reserve	9,047		9,047		$ 9,239
Accounts receivable, related parties	105,171		105,171		86,537
Related Party
Related Party Transaction [Line Items]
Revenue from related parties	0		3,800	$ 13,200
Accounts receivable, related parties	$ 2,100		$ 2,100		1,400
Contract with customer, asset					$ 4,800

- Definition

+ References

+ Details

Label	Element	Value
Assets Held-For-Sale, Cash, Current	lpsn_AssetsHeldForSaleCashCurrent	$ 10,011,000
Assets Held-For-Sale, Cash, Current	lpsn_AssetsHeldForSaleCashCurrent	$ 0

Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Amortization of right of use assets	$ 919	$ 921	$ 1,830	$ 1,833
Interest	13	54	37	118
Operating lease cost	2,887	1,408	5,627	4,410
Total lease cost	$ 3,819	$ 2,383	$ 7,494	$ 6,361
Operating leases, weighted average remaining lease term (in years)	2 years 1 month 6 days	2 years	2 years 1 month 6 days	2 years
Finance leases, weighted average remaining lease term (in years)	1 year 1 month 6 days	1 year 6 months	1 year 1 month 6 days	1 year 6 months
Operating leases, weighted average discount rate (percent)	7.00%	7.00%	7.00%	7.00%
Finance leases, weighted average discount rate (percent)	4.00%	4.00%	4.00%	4.00%

Equity Method Investments

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

As of June 30, 2023, the Company’s equity method investment was $0.9 million and was included in investment in joint venture on the condensed consolidated balance sheets.

Divestiture

Major classes of assets and liabilities sold were as follows:


	As of March 20, 2023
	(In thousands)
Assets:
Cash	$	3,058
Accounts receivable, net	381
Prepaid expenses and Other current assets	956
Property, plant and equipment, net	9,614
Goodwill	8,024
Deferred Tax Assets	721
Other assets	334
Total assets sold	$	23,088

Liabilities:
Accounts Payable	$	2,433
Accrued expenses and other current liabilities	4,859
Deferred tax liability	798
Deferred Revenue	679
Total liabilities sold	$	8,769

Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Liabilities
Short-term contingent earn-out	$ 24,403	$ 47,819
Recurring
Assets
Money market funds	143,441	308,295
Total assets	143,441	20,722
Earn-Outs Treated As Contingent Compensation	15,418
Earn-Outs Treated As Liability Awards	8,985
Liabilities
Total liabilities	24,403	72,221
Recurring \| Contingent earn-out
Liabilities
Short-term contingent earn-out	8,985	51,499
Recurring \| Level 1
Assets
Money market funds	143,441	308,295
Total assets	143,441	0
Earn-Outs Treated As Contingent Compensation	0
Liabilities
Total liabilities	0	0
Recurring \| Level 1 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	0	0
Recurring \| Level 2
Assets
Money market funds	0	0
Total assets	0	0
Earn-Outs Treated As Contingent Compensation	0
Liabilities
Total liabilities	0	0
Recurring \| Level 2 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	0	0
Recurring \| Level 3
Assets
Money market funds	0	0
Total assets	0	20,722
Earn-Outs Treated As Contingent Compensation	15,418
Earn-Outs Treated As Liability Awards	8,985
Liabilities
Total liabilities	24,403	72,221
Recurring \| Level 3 \| Contingent earn-out
Liabilities
Short-term contingent earn-out	$ 8,985	$ 51,499

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-30141
Entity Registrant Name	LIVEPERSON, INC.
Entity Central Index Key	0001102993
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3861628
Entity Address, Address Line One	530 7th Ave, Floor M1
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(212)
Local Phone Number	609-4200
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LPSN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		77,957,463

Stockholders' Equity - Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Option-Pricing Model Weighted Average Assumptions
Dividend yield (percent)	0.00%	0.00%	0.00%
Risk-free interest rate, minimum (percent)	2.81%	3.60%	1.62%
Risk-free interest rate, maximum (percent)	3.38%		3.38%
Expected life (in years)	5 years	5 years	5 years
Historical volatility, minimum (percent)	57.82%	65.17%	53.87%
Historical volatility, maximum (percent)	58.91%		58.91%

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances including credit loss and sales reserve	$ 9,047	$ 9,239
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	80,312,090	78,350,984
Common stock, outstanding (in shares)	77,546,017	75,584,911
Treasury stock (in shares)	2,766,073	2,766,073

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

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

Reconciliation of shares used in calculating basic and diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Numerator:
Net income (loss) available to stockholders for basic net income per share	$	10,822	$	(75,411)	$	(6,598)	$	(140,775)
Interest on assumed conversion of convertible notes, net of tax	136		—		—		—
Net income (loss) available to stockholders for diluted net income per share	10,958		(75,411)		(6,598)		(140,775)
Denominator:
Weighted-average shares used to compute basic net income per share	76,902,416		77,290,465		76,341,729		76,555,518
Weighted-average effect of dilutive securities:
Stock options and employee stock purchase plan	98,143		—		—		—
Restricted stock units	166,156		—		—		—
Earn-outs	5,575,251		—		—		—
Conversion option of the 2024 and 2026 Notes	8,758,093		—		—		—
Weighted-average shares used to compute diluted net income per share	91,500,059		77,290,465		76,341,729		76,555,518
Net income (loss) per share:
Basic	$	0.14	$	(0.98)	$	(0.09)	$	(1.84)
Diluted	$	0.12	$	(0.98)	$	(0.09)	$	(1.84)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of June 30,
	2023	2022
Shares subject to outstanding common stock options and employee stock purchase plan	3,541,432	4,784,614
Restricted stock units	3,738,894	4,066,555
Earn-outs	5,575,251	11,448,016
Conversion option of the 2024 Notes	1,878,810	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
Total	21,613,670	33,139,654

Fair Value Measurements - Schedule of Carrying Value and Fair Value of Debt Instruments (Details) - Level 2 - Convertible Senior Notes Due 2024 and 2026 - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 407,800	$ 512,900
Unamortized Issuance Costs	(7,350)	(10,077)
Principal Balance	589,992	747,500
Net Carrying Value	$ 582,642	$ 737,423

Divestiture - Schedule of Assets and Liabilities Sold (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 20, 2023	Dec. 31, 2022
ASSETS
Prepaid expenses and other current assets	$ 32,657		$ 23,747
Goodwill	296,973		296,214
Total assets	898,287		1,088,940
Liabilities:
Deferred tax liabilities	2,757		2,550
Total liabilities	$ 808,142		$ 1,020,852
Disposal Group, Held-for-sale, Not Discontinued Operations \| Kasamba, Inc.
ASSETS
Cash		$ 3,058
Accounts receivable, net		381
Prepaid expenses and other current assets		956
Property, plant and equipment, net		9,614
Goodwill		8,024
Deferred Tax Assets		721
Other assets		334
Total assets		23,088
Liabilities:
Accounts Payable		2,433
Accrued expenses and other current liabilities		4,859
Deferred tax liabilities		798
Deferred Revenue		679
Total liabilities		$ 8,769

Revenue Recognition - Receivables and Deferred Revenue (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Contract Balances [Roll Forward]
Accounts receivable, opening balance	$ 86,537
Accounts receivable, ending balance	105,171	$ 86,537
Contract acquisition costs noncurrent, opening balance	43,804	40,675
Contract acquisition costs noncurrent, increase (decrease), net	(4,339)	3,129
Contract acquisition costs noncurrent, ending balance	39,465	43,804
Deferred revenue (current), opening balance	84,494	98,808
Deferred revenue (current), increase (decrease), net	15,922	(14,314)
Deferred revenue (current), ending balance	100,416	84,494
Deferred revenue (long-term), opening balance	174	54
Deferred revenue (long-term), increase (decrease), net	127	120
Deferred revenue (long-term), ending balance	301	174
Billed receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	53,468	69,259
Accounts receivable, increase (decrease), net	22,868	(15,791)
Accounts receivable, ending balance	76,336	53,468
Unbilled receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	33,069	24,545
Accounts receivable, increase (decrease), net	(4,234)	8,524
Accounts receivable, ending balance	$ 28,835	$ 33,069

Net Loss Per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		6 Months Ended
	Jul. 01, 2023	Dec. 31, 2020	Mar. 31, 2019	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)				21,613,670	33,139,654
VoiceBase, Inc. \| Subsequent Event
Debt Instrument [Line Items]
Earn-out payments accrued	$ 15.0
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Threshold percentage of stock price if converted			130.00%
Convertible debt conversion price (in dollars per share)				$ 38.58
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Threshold percentage of stock price if converted		130.00%
Convertible debt conversion price (in dollars per share)						$ 75.23

Acquisitions	6 Months Ended
Acquisitions	Jun. 30, 2023
Business Combinations [Abstract]
Acquisitions	Acquisitions In February 2022, the Company completed the acquisition of 100% of the equity of WildHealth, Inc. (“WildHealth”), a precision medicine company operating in the United States, for a total purchase price of $22.3 million. The purchase price consisted of approximately $4.6 million in cash and $17.7 million in shares of common stock of the Company. As part of the purchase price, the Company issued 776,825 common shares that had a total fair value of $20.8 million based on the closing market price of $26.81 per share 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 Business-to-business (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. 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 and an indemnification asset of $1.2 million relating to a pre-acquisition liability assumed as of December 31, 2022. Additionally, former stockholders of WildHealth had 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 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 classified as liability awards to be recognized over the requisite service periods. On May 30, 2023, the Company and stockholders of WildHealth agreed to amend the terms of the merger agreement with respect to certain contingent potential earn-out payments under the agreement. Pursuant to the amended terms, in full satisfaction of all potential earn-out payments under the merger agreement, the parties agreed that the Company would pay (a) a lump sum cash payment of $12.0 million, less applicable withholding taxes to pre-acquisition stockholders, and (b) in the event of a future direct or indirect sale of WildHealth on or before May 30, 2033, the former WildHealth stockholders will receive and additional cash payment equal to 30% of the then-current equity value of WildHealth less all applicable escrows and closing payments and costs, up to a maximum payment of $23.0 million. As of June 30, 2023, the contingent cash settlement feature was deemed not probable, therefore, the award was not recorded as a liability. On May 31, 2023, the Company made the lump sum payment of $12.0 million in connection with the settlement and reversed the preexisting accrued stock-based compensation of $40.2 million.