0001102993-24-000037 | 10-K | XBRL Viewer

Income (loss) attributable to parent, before tax

United States

$ (95,773)

$ (220,060)

$ (128,210)

(96,272)

(224,020)

(127,378)

Israel

1,074

1,464

1,414

United Kingdom

1,481

1,428

1,145

Netherlands

2,030

2,514

3,629

Australia

(412)

533

755

Germany

(5,453)

(10,400)

(6,450)

Other

Schedule of Stock Option Activity

^[1]

$ 781

$ 501

$ 339

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

Segment Information - Narrative (Details) - segment	3 Months Ended	9 Months Ended	12 Months Ended
Segment Information - Narrative (Details) - segment	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting [Abstract]
Number of operating segments	1	2
Number of reportable segments			1

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

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


	Stock Option Activity			Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (In thousands)
	Options (In thousands)	Weighted Average Exercise Price
Balance outstanding at December 31, 2020	4,332	$	19.78
Granted	1,705	48.24
Exercised	(863)	13.55
Cancelled or expired	(392)	32.94
Balance outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Options vested and expected to vest	1,419	$	36.41	8.61	$	11,387
Options exercisable at December 31, 2021	2,564	$	17.87	5.05	$	46,932

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

Balance outstanding at December 31, 2022	4,459	$	24.25
Granted	18	11.37
Exercised	(67)	2.62
Cancelled or expired	(1,273)	22.69
Balance outstanding at December 31, 2023	3,137	$	22.68	4.84	$	40
Options vested and expected to vest	379	$	28.83	7.89	$	—
Options exercisable at December 31, 2023	2,643	$	21.67	4.20	$	40

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:


	Year Ended December 31,
	2023	2022	2021
Dividend yield	—%	—%	—%
Risk-free interest rate	3.60%	1.62% – 4.20%	0.46% – 1.33%
Expected life (in years)	5	5	5
Historical volatility	65.17%	53.87% – 64.13%	53.51% – 54.55%

Schedule Restricted Stock Units Activity

A summary of the Company’s RSUs and PRSUs activity and weighted average grant date fair value, as follows:



	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Fair Value

	(In thousands)	(Per share)		(In thousands)
Balance outstanding at December 31, 2020	2,950	$	27.00	$	183,781
Awarded	3,066	54.80
Released	(1,596)	38.90
Forfeited	(688)	33.06
Non-vested and outstanding at December 31, 2021	3,732	$	43.63	$	133,308

Balance outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,927	18.61
Released	(1,938)	31.73
Forfeited	(1,486)	40.30
Non-vested and outstanding at December 31, 2022	5,235	$	25.42	$	53,080

Balance outstanding at December 31, 2022	5,235	$	25.42	$	53,080
Awarded	4,315	4.41
Released	(2,707)	15.86
Forfeited	(1,779)	25.21
Non-vested and outstanding at December 31, 2023	5,064	$	12.53	$	19,193
Expected to vest	3,627	$	12.39	$	13,745

Revenue Recognition (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 401,983	$ 514,800	$ 469,624
Contract acquisition costs non-current, ending balance	$ 37,354	43,804	$ 40,675
Amortization period for contract acquisition costs (in years)	4 years
Contract with customer, performance obligation satisfied in previous period	$ 8,900
Remaining performance obligations	$ 317,500
Revenue, remaining performance obligation, percentage	92.00%
Contract with customer, liability, revenue recognized, including opening balance	$ 86,800	98,300
Amortization of acquisition costs	$ 27,600	$ 36,400
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months

Restructuring - Liability for Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Reserve [Roll Forward]
Balance, beginning of year	$ 803	$ 1,694
Lease restructuring costs	0	442
IT contract termination costs	5,744	0
Severance and other associated costs	16,920	19,525
Cash payments	(21,391)	(20,858)
Balance, end of year	$ 2,076	$ 803

Net Loss Per Share (Narrative) (Details) $ in Millions		1 Months Ended	3 Months Ended	12 Months Ended
Net Loss Per Share (Narrative) (Details) $ in Millions	Dec. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
VoiceBase, Inc.
Debt Instrument [Line Items]
Business combination, earn-out payments accrued				$ 15.0
Tenfold
Debt Instrument [Line Items]
Business combination, earn-out payments accrued				13.0
ebot-7
Debt Instrument [Line Items]
Business combination, earn-out payments accrued			$ 8.0
2024 Notes
Debt Instrument [Line Items]
Principal Balance			72.0	72.0
2024 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance		$ 230.0	$ 72.5	$ 72.5
Debt instrument stated rate (percent)		0.75%
Conversion ratio		0.0259182
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance	$ 517.5
Debt instrument stated rate (percent)	0.00%
Conversion ratio	0.0132933

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current income taxes:
Current income taxes, U.S. Federal	$ 0	$ 0	$ (22)
Current income taxes, State and local	239	431	159
Current income taxes, Foreign	2,878	2,458	3,698
Total current income taxes	3,117	2,889	3,835
Deferred income taxes:
Deferred income taxes, U.S. Federal	651	(1,153)	(2,908)
Deferred income taxes, State and local	488	79	20
Deferred income taxes, Foreign	(93)	(88)	(3,351)
Total deferred income taxes	1,046	(1,162)	(6,239)
Total income taxes	$ 4,163	$ 1,727	$ (2,404)

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

Divestiture - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Divestiture - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture	$ 900	$ 13,819	$ 0	$ 0
Restricted cash		2,143	$ 417	$ 1,686
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		$ 9,800
Kasamba, Inc. \| Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business		$ 17,600

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits balance, beginning of year	$ 2,721	$ 2,917	$ 3,615
Increase due to business combinations	0	0	488
Gross increase for tax positions of current years	340	205	376
Decrease due to settlement	0	0	(1,562)
Uncertain tax basis classified as held-for-sale liabilities	0	(401)	0
Unrecognized tax benefits, end of year	$ 3,061	$ 2,721	$ 2,917

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

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:


	December 31,
	2023		2022

	(In thousands)
United States	$	438,420	$	476,040
Germany	45,424		46,323
Israel	—		4,064
Australia	11,660		12,057
Netherlands	5,863		3,470
Other (1)	12,438		13,520
Total long-lived assets	$	513,805	$	555,474

——————————————

(1)U.K., Japan, France, Italy, Spain, Canada, and Singapore.

Goodwill and Intangible Assets, Net - (Schedule of Changes in Goodwill) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance		$ 296,214	$ 291,215
Acquisitions			15,511
Goodwill impairment recognized	$ (11,900)	(11,895)	0	$ 0
Foreign exchange adjustment		1,312	(2,488)
Goodwill reclassified to assets held for sale			(8,024)
Ending balance		$ 285,631	$ 296,214	$ 291,215

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.

Property, Plant and Equipment [Abstract]

Net Loss Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	17,008,514	34,583,737	22,505,473
Shares subject to outstanding stock options and employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	3,186,322	4,459,324	4,782,487
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	5,064,047	5,234,733	3,732,013
Fair Value Earnout
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	12,049,211	1,150,504
Conversion option of the Notes \| 2024 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,878,862	5,961,186	5,961,186
Conversion option of the Notes \| 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	6,879,283	6,879,283	6,879,283

Revenue Recognition (Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable and Unbilled Receivables
Accounts receivable, opening balance	$ 86,537
Accounts receivable, ending balance	81,802	$ 86,537
Contract Acquisition Costs (Non-current)
Contract acquisition costs non-current, opening balance	43,804	40,675
Capitalized contract costs, period increase (decrease), net	(6,450)	3,129
Contract acquisition costs non-current, ending balance	37,354	43,804
Deferred Revenue (Current and Non-current)
Deferred revenue current, opening balance	84,494	98,808
Contract with customer liability, current, Increase (decrease), net	(2,636)	(14,314)
Deferred revenue current, ending balance	81,858	84,494
Deferred revenue non-current, opening balance	174	54
Contract with customer liability, non-current, Increase (decrease), net	9	120
Deferred revenue non-current, ending balance	183	174
Accounts receivable
Accounts Receivable and Unbilled Receivables
Accounts receivable, opening balance	53,468	69,259
Accounts receivable, increase (decrease), net	6,914	(15,791)
Accounts receivable, ending balance	60,382	53,468
Unbilled Receivable
Accounts Receivable and Unbilled Receivables
Accounts receivable, opening balance	33,069	24,545
Accounts receivable, increase (decrease), net	(11,649)	8,524
Accounts receivable, ending balance	$ 21,420	$ 33,069

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property and Equipment

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. The Company reviews the estimated useful lives of its fixed assets on an ongoing basis. The following table presents the detail of property and equipment as follows:


		December 31,
	Useful Life (Years)	2023		2022

		(In thousands)
Computer equipment and software	3 to 5	$	123,580	$	128,206
Internal-use software development costs	5	181,079		161,633
Finance lease right-of-use assets	2	3,060		3,083
Furniture, equipment and building improvements	The lesser of 5 or estimated useful life	327		506
Property and equipment, at cost		308,046		293,428
Less: accumulated depreciation		(188,721)		(155,706)
Property and equipment, net		119,325		137,722
Less assets held for sale (Note 20)		—		(11,223)
Total Property and equipment, net		$	119,325	$	126,499

Aggregate depreciation and amortization expense for property and equipment was $32.6 million, $32.3 million, and $27.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Expenditures for routine maintenance and repairs are charged to operating expense as incurred. Major renewals and improvements are capitalized and depreciated over their estimated useful lives.

During the fourth quarter ended December 31, 2023, the Company recorded a noncash impairment charge of $5.0 million related to capitalized software development costs. The impairment charges were included in the consolidated statements of operations for the year ended December 31, 2023. These impairment charges pertained to internal projects that were discontinued and had no future economic benefit. There were no impairments of property and equipment during the year ended December 31, 2022.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

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


	December 31, 2023
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	174,701	$	—	$	—	$	174,701
Total assets	$	174,701	$	—	$	—	$	174,701


	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 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)
December 31, 2023
2024 and 2026 Notes	2	$	435,883	$	589,992	$	(6,034)	$	583,958
December 31, 2022
2024 and 2026 Notes	2	$	512,900	$	747,500	$	(10,077)	$	737,423

Schedule of Changes in Fair Value of Level 3 Liabilities

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


	December 31,
	2023		2022

	(In thousands)
Balance, beginning of year	$	72,221	$	29,830
Additions in the period	—		61,920
Change in fair value of contingent consideration	4,629		(8,516)
Change in fair value of liability awards	(27,857)		(11,013)
Payments	(48,993)		—
Balance, end of year	$	—	$	72,221

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

As of December 31, 2023, there were 200,000,000 shares of common stock authorized, 90,603,519 shares issued, and 87,837,446 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 December 31, 2023 and 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 ESPP. 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 became effective on April 11, 2019. The 2019 Stock Incentive Plan, as amended and restated, 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. The number of shares authorized for issuance as of December 31, 2023 was 42,367,744 shares in the aggregate. Options to acquire common stock granted thereunder have ten-year terms. As of December 31, 2023, approximately 1.3 million shares of common stock remained available for issuance (taking into account all option exercises and other equity award settlements through December 31, 2023). At the Company’s annual meeting on October 5, 2023, the stockholders of the Company approved an amendment to increase the number of shares available for issuance thereunder by 2,300,000 shares.

Employee Stock Purchase Plan

As of December 31, 2023, there were 2,000,000 shares authorized and reserved for issuance under the 2019 ESPP. As of December 31, 2023, approximately 1.0 million shares of common stock remained available for issuance under the ESPP (taking into account all share purchases through December 31, 2023). At the Company’s annual meeting on October 5, 2023, the stockholders of the Company approved an amendment of the ESPP to increase the number of shares available for issuance thereunder by 1,000,000 shares.

Inducement Plan

There are 6,159,009 shares of common stock authorized and reserved for issuance under the Inducement Plan. On February 9, 2022, the Company’s board of directors amended the plan and authorized 2,790,961 new shares for issuance. As of December 31, 2023, 0.7 million shares of common stock remained available for issuance under the Inducement Plan (taking into account all option exercises and other equity award settlements through December 31, 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 (In years)	Aggregate Intrinsic Value (In thousands)
	Options (In thousands)	Weighted Average Exercise Price
Balance outstanding at December 31, 2020	4,332	$	19.78
Granted	1,705	48.24
Exercised	(863)	13.55
Cancelled or expired	(392)	32.94
Balance outstanding at December 31, 2021	4,782	$	27.52	6.77	$	62,300
Options vested and expected to vest	1,419	$	36.41	8.61	$	11,387
Options exercisable at December 31, 2021	2,564	$	17.87	5.05	$	46,932

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

Balance outstanding at December 31, 2022	4,459	$	24.25
Granted	18	11.37
Exercised	(67)	2.62
Cancelled or expired	(1,273)	22.69
Balance outstanding at December 31, 2023	3,137	$	22.68	4.84	$	40
Options vested and expected to vest	379	$	28.83	7.89	$	—
Options exercisable at December 31, 2023	2,643	$	21.67	4.20	$	40

The total fair value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $3.4 million, $11.3 million and $6.6 million, respectively. As of December 31, 2023, there was approximately $5.3 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 1.9 years.

The per share weighted average fair value of stock options granted during the years ended December 31, 2023, 2022 and 2021 was $6.54, $10.20, and $28.68, 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:


	Year Ended December 31,
	2023	2022	2021
Dividend yield	—%	—%	—%
Risk-free interest rate	3.60%	1.62% – 4.20%	0.46% – 1.33%
Expected life (in years)	5	5	5
Historical volatility	65.17%	53.87% – 64.13%	53.51% – 54.55%

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

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

•Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at 5 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 grant date fair value, as follows:



	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Fair Value

	(In thousands)	(Per share)		(In thousands)
Balance outstanding at December 31, 2020	2,950	$	27.00	$	183,781
Awarded	3,066	54.80
Released	(1,596)	38.90
Forfeited	(688)	33.06
Non-vested and outstanding at December 31, 2021	3,732	$	43.63	$	133,308

Balance outstanding at December 31, 2021	3,732	$	43.63	$	133,308
Awarded	4,927	18.61
Released	(1,938)	31.73
Forfeited	(1,486)	40.30
Non-vested and outstanding at December 31, 2022	5,235	$	25.42	$	53,080

Balance outstanding at December 31, 2022	5,235	$	25.42	$	53,080
Awarded	4,315	4.41
Released	(2,707)	15.86
Forfeited	(1,779)	25.21
Non-vested and outstanding at December 31, 2023	5,064	$	12.53	$	19,193
Expected to vest	3,627	$	12.39	$	13,745

RSUs granted to employees generally vest over a three to four-year period, or upon achievement of certain performance conditions. As of December 31, 2023, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs and PRSUs was approximately $48.3 million and the weighted-average remaining vesting period was 1.9 years.

For the years ended December 31, 2023 and 2022, the Company opted to settle cash awards related to bonuses entirely in cash. For the year ended December 31, 2021, the Company accrued approximately $18.4 million for cash awards related to bonuses to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying consolidated statement of operations.

Stock-based compensation expense recognized in the Company’s consolidated statements of operations and cash flows was $11.9 million, $109.6 million, and $69.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

PRSUs granted are generally subject to both a service-based vesting condition and a performance-based vesting condition. PRSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The associated compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. PRSUs granted in years 2023, 2022 and 2021 are immaterial.

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Accounting standard adoption adjustment	Common Stock	Treasury Stock	Additional Paid-in Capital	Additional Paid-in Capital Accounting standard adoption adjustment	Accumulated Deficit	Accumulated Deficit Accounting standard adoption adjustment	Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2020			70,264,265	2,709,830
Beginning balance at Dec. 31, 2020	$ 243,934		$ 70	$ (3)	$ 635,672		$ (391,885)		$ 80
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	863,000		864,227
Common stock issued upon exercise of stock options	$ 11,701		$ 1		11,700
Common stock issued upon vesting of restricted stock units (in shares)			1,058,361
Common stock issued upon vesting of restricted stock units	0		$ 1		(1)
Stock-based compensation	58,422				58,422
Bonus cash payment settled in shares of the Company's common stock (in shares)			538,000
Bonus cash payment settled in shares of the Company’s common stock	33,503		$ 1		33,502
Common stock repurchase (in shares)			30,344	36,413
Common stock repurchase	(709)				(709)
Issuance of common stock in connection with acquisitions (in shares)			2,130,213
Issuance of common stock in connection with acquisitions	128,795		$ 2		128,793
Common stock issued under Employee Stock Purchase Plan (in shares)			95,136
Common stock issued under the Company’s employee stock purchase plan (“ESPP”)	4,409				4,409
Net loss	(124,974)						(124,974)
Other comprehensive income (loss)	(5,644)								(5,644)
Ending Balance (in shares) at Dec. 31, 2021			74,980,546	2,746,243
Ending balance at Dec. 31, 2021	$ 349,437		$ 75	$ (3)	871,788		(516,859)		(5,564)
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021		$ (159,407)				$ (209,651)		$ 50,244
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)	264,000		272,770
Common stock issued upon exercise of stock options	$ 1,327				1,327
Common stock issued upon vesting of restricted stock units (in shares)			1,204,430
Common stock issued upon vesting of restricted stock units	0		$ 1		(1)
Stock-based compensation	68,630				68,630
Bonus cash payment settled in shares of the Company's common stock (in shares)			735,519
Bonus cash payment settled in shares of the Company’s common stock	17,300		$ 1		17,299
Common stock repurchase (in shares)				19,830
Common stock repurchase	(222)				(222)
Issuance of common stock in connection with acquisitions (in shares)			837,965
Issuance of common stock in connection with acquisitions	17,637		$ 1		17,636
Common stock issued under Employee Stock Purchase Plan (in shares)			319,754
Common stock issued under the Company’s employee stock purchase plan (“ESPP”)	4,246				4,246
Net loss	(225,747)						(225,747)
Other comprehensive income (loss)	(5,113)								(5,113)
Ending Balance (in shares) at Dec. 31, 2022			78,350,984	2,766,073
Ending balance at Dec. 31, 2022	$ 68,088		$ 78	$ (3)	771,052		(692,362)		(10,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06
Common stock issued upon exercise of stock options (in shares)	67,000		66,736
Common stock issued upon exercise of stock options	$ 175				175
Common stock issued upon vesting of restricted stock units (in shares)			1,533,226
Common stock issued upon vesting of restricted stock units	0		$ 2		(2)
Stock-based compensation	35,483				35,483
Bonus cash payment settled in shares of the Company’s common stock	0
Issuance of common stock in connection with acquisitions (in shares)			10,297,374
Issuance of common stock in connection with acquisitions	38,428		$ 10		38,418
Common stock issued under Employee Stock Purchase Plan (in shares)			355,199
Common stock issued under the Company’s employee stock purchase plan (“ESPP”)	1,716		$ 1		1,715
Activity related to divestiture	2,547				66,681		(64,191)		57
Net loss	(100,435)						(100,435)
Other comprehensive income (loss)	2,136								2,136
Ending Balance (in shares) at Dec. 31, 2023			90,603,519	2,766,073
Ending balance at Dec. 31, 2023	$ 48,138		$ 91	$ (3)	$ 913,522		$ (856,988)		$ (8,484)

Revenue Recognition (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 401,983	$ 514,800	$ 469,624
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Revenue	332,971	412,467	401,926
Hosted Services - Business \| Kasamba, Inc.
Disaggregation of Revenue [Line Items]
Revenue	7,100	37,100	37,700
Professional Services - Business
Disaggregation of Revenue [Line Items]
Revenue	$ 69,012	$ 102,333	$ 67,698

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.

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.

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
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-Paragraph 30
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-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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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-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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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

The following table presents the detail of prepaid expenses and other current assets as of the dates presented:


	December 31,
	2023		2022

	(In thousands)
Other assets	$	8,757	$	4,196
Prepaid Software Maintenance	8,592		8,508
VAT receivable	4,399		4,155
Prepaid Server Maintenance	2,634		3,988
Prepaid - Other	2,599		2,900
Total prepaid expenses and other current assets	$	26,981	$	23,747

Leases (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
Leases (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Lease expense for operating leases	$ 15.3	$ 15.2	$ 13.0
Minimum
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	5 years

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES:
Net loss	$ (100,435)	$ (225,747)	$ (124,974)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation expense	11,854	109,638	69,656
Depreciation	32,557	32,284	27,423
Amortization of purchased intangible assets and finance leases	22,196	22,112	9,327
Amortization of debt issuance costs	4,043	3,778	2,499
Accretion of debt discount on convertible senior notes	0	0	33,309
Impairment of goodwill	11,895	0	0
Impairment of intangible and other assets	7,974	0	0
Change in fair value of contingent consideration	4,629	(8,516)	0
Gain on repurchase of convertible notes	(7,200)	0	0
Allowance for credit losses	3,319	5,644	4,879
Gain on divestiture	(17,591)	0	0
Gain on settlement of leases	0	(242)	(3,483)
Deferred income taxes	1,046	(1,161)	(6,239)
Equity loss in joint venture	2,264	0	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	1,457	(38)	(17,309)
Prepaid expenses and other current assets	(3,411)	(5,979)	(3,178)
Contract acquisition costs	4,992	(6,370)	(1,876)
Other assets	1,361	(153)	547
Accounts payable	(13,570)	12,050	801
Accrued expenses and other current liabilities	24,343	7,485	8,626
Deferred revenue	(3,169)	(12,341)	7,774
Operating lease liabilities	(523)	(2,638)	(4,590)
Other liabilities	(7,796)	8,093	55
Net cash (used in) provided by operating activities	(19,765)	(62,101)	3,247
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software	(28,657)	(48,486)	(45,703)
Proceeds from divestiture	13,819	0	0
Payments for acquisitions, net of cash acquired	0	(3,430)	(70,759)
Purchases of intangible assets	(4,004)	(2,680)	(2,610)
Repayment of debt acquired in acquisition	0	0	(21,177)
Investment in joint venture	0	(2,264)	0
Net cash used in investing activities	(18,842)	(56,860)	(140,249)
FINANCING ACTIVITIES:
Principal payments for financing leases	(3,330)	(3,734)	(3,558)
Repurchase of common stock	0	(221)	(709)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP	1,890	5,573	16,110
Payment for repurchase of convertible senior notes	(149,702)	0	0
Net cash (used in) provided by financing activities	(151,142)	1,618	11,843
Effect of foreign exchange rate changes on cash and cash equivalents	465	(3,980)	(5,461)
Net decrease in cash, cash equivalents, and restricted cash	(189,284)	(121,323)	(130,620)
Cash classified within current assets held for sale	10,011	(10,011)	0
Cash, cash equivalents, and restricted cash - beginning of year	392,198	523,532	654,152
Cash, cash equivalents, and restricted cash - end of year	212,925	392,198	523,532
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets:
Cash and cash equivalents	210,782	391,781	521,846
Restricted cash	2,143	417	1,686
Total cash, cash equivalents, and restricted cash	212,925	392,198	523,532
Supplemental disclosure of other cash flow information:
Cash paid for income taxes	1,858	3,237	582
Cash paid for interest	1,235	1,932	2,090
Supplemental disclosure of non-cash investing and financing activities:
Increase in convertible senior notes, net upon adoption of ASU 2020-06 (Note 1)	0	(159,407)	0
Purchase of property and equipment and intangible assets in accounts payable	2,088	1,022	470
Right-of-use assets obtained in exchange for operating lease liabilities	5,198	0	2,125
Right-of-use assets obtained in exchange for finance lease liabilities	3,693	0	0
Issuance of shares of common stock to settle cash awards	0	17,300	33,503
e-bot7
Supplemental disclosure of non-cash financing activities related to acquisitions
Stock Issued	0	0	20,012
Noncash Or Part Noncash Acquisition, Contingent Liability	0	7,362	6,170
Tenfold
Supplemental disclosure of non-cash financing activities related to acquisitions
Stock Issued	0	0	41,224
Noncash Or Part Noncash Acquisition, Contingent Liability	0	6,558	6,946
VoiceBase
Supplemental disclosure of non-cash financing activities related to acquisitions
Stock Issued	0	0	67,557
Noncash Or Part Noncash Acquisition, Contingent Liability	0	16,067	16,714
WildHealth
Supplemental disclosure of non-cash financing activities related to acquisitions
Stock Issued	0	17,675	0
Noncash Or Part Noncash Acquisition, Contingent Liability	$ 0	$ 42,234	$ 0

Variable Interest Entities (Details)	Feb. 28, 2023 corporation
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable interests, number of professional corporations	4

Revenue Recognition

12 Months Ended

Dec. 31, 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 pricing model. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:

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

•identification of the performance obligations in the contract;

•determination of the transaction price;

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

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

Total revenue of $402.0 million, $514.8 million, and $469.6 million was recognized during the years ended December 31, 2023, 2022, and 2021, respectively.

The Company defers all incremental commission costs to obtain the contract. These contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2023 and 2022 of $37.4 million and $43.8 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be four years, which is consistent with the transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term.

None of the Company’s contracts contain a significant financing component. During the year ended December 31, 2023, we recognized approximately $8.9 million of revenue from performance obligations satisfied during the year ended December 31, 2022, in connection with delivery of products and services related to COVID-19 testing. Refer to Note 15 – Legal Matters for additional details.

Hosted Services Revenue

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

Professional Services Revenue

Professional Services revenue is reported at the amount that reflects the ultimate consideration the Company expects to receive in exchange for such services. Our professional services revenue consists of fees that provide customers with product support and updates during the term of the arrangement, which is typically one year or longer in length, billed; monthly, quarterly or annually in advance. Revenue is generally recognized ratably over the contract term. Our professional services revenue also includes custom support services, which differ from our standard product support. These professional services revenues are recognized as the services are performed.

Disaggregated Revenue

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Revenue:
Hosted services (1)	$	332,971	$	412,467	$	401,926
Professional services	69,012		102,333		67,698
Total revenue	$	401,983	$	514,800	$	469,624

(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. This sale eliminated the entire Consumer segment, as a result of which revenue is presented within a single consolidated segment. Hosted services included $7.1 million, $37.1 million, and $37.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, relating to Kasamba.

Remaining Performance Obligation

As of December 31, 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 $317.5 million. Approximately 92% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of less than one year. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligations pursuant to ASC 606.

Contracts with Multiple Performance Obligations

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines the SSP based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, product offerings and the cloud applications sold.

Revenue by Geographic Location

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
United States	$	277,542	$	350,349	$	306,700
Other Americas (1)	9,382		12,708		18,128
Total Americas	286,924		363,057		324,828
EMEA (2) (3)	62,613		74,298		91,227
APAC (4)	52,446		77,445		53,569
Total revenue	$	401,983	$	514,800	$	469,624

——————————————

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

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

(3)Includes revenue from the United Kingdom (“U.K.”) of $44.8 million, $55.3 million, and $56.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, and from the Netherlands of $0.8 million, $6.6 million, and $4.8 million for the years ended December 31, 2023, 2022, and 2021, respectively.

(4) Asia-Pacific (“APAC”).

Information about Contract Balances

The deferred revenue balance consists of services, which have been invoiced upfront, and are recognized as revenue only when the revenue recognition criteria are met.

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, net of allowances on the consolidated balance sheet.

The Company recognized revenue of $86.8 million and $98.3 million for the fiscal years ended December 31, 2023 and 2022, respectively, which was included in the corresponding contract liability balance at the beginning of the year.

The deferred revenue balance consists of services, which have been invoiced upfront, and are recognized as revenue only when the revenue recognition criteria are met. Our long-term deferred revenues are included in Other liabilities on the consolidated balance sheets.

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
Balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174
Increase (decrease), net	6,914		(11,649)		(6,450)		(2,636)		9
Ending balance as of December 31, 2023	$	60,382	$	21,420	$	37,354	$	81,858	$	183

Amortization expense in connection with contract acquisition cost was approximately $27.6 million and $36.4 million for the years ended December 31, 2023 and 2022, respectively.

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, based on historical write-off experience. The Company reviews its allowance for credit losses 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. We maintain general reserves on a collective basis by considering factors such as historical experience, creditworthiness, the age of the trade receivable balances, and current economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for credit loss is as follows:


	December 31,
	2023		2022		2021

	(In thousands)
Balance, beginning of year	$	9,239	$	6,338	$	5,344
Additions charged to costs and expenses	3,319		5,644		4,879
Deductions/write-offs	(3,268)		(2,743)		(3,885)
Balance, end of year	$	9,290	$	9,239	$	6,338

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.

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

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

Supplemental cash flow information related to leases

Subsequent Events (Narrative) (Details) $ / shares in Units, $ in Millions	Mar. 01, 2024 USD ($)	Jan. 22, 2024 $ / shares shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Subsequent Event [Line Items]
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Class of warrant or right, multiple of exercise price of right, value of common stock			2
Subsequent Event \| 2024 Notes
Subsequent Event [Line Items]
Repayments of convertible debt \| $	$ 72.5
Tax Benefits Preservation Plan \| Subsequent Event
Subsequent Event [Line Items]
Class of warrant or right, number of rights per outstanding share of common stock (in shares) \| shares		1
Preferred stock, par value (in dollars per share)		$ 0.001
Class of warrant or right, price per one one-thousandth of a preferred share (in dollars per share)		$ 18.00
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares		0.001
Class of warrant or right, threshold trading days		10 days

Equity Method Investment	12 Months Ended
Equity Method Investment	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	Equity Method Investment On February 13, 2022, the Company and Pasaca Capital Inc. (“Pasaca”) entered into a joint venture agreement (the “JV Agreement”) to form Claire, a joint venture to build, create, and administer a marketplace for health and well-being diagnostic testing. 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. 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 $2.3 million and $7.7 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company’s equity method investment in joint venture was reduced to zero on the consolidated balance sheets, based on current period losses.

Description of Business and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Equity Method Investment	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 20% or more of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses less than 20% 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 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 Financial Accounting Standards Board (“FASB”) 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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. Items subject to such estimates and assumptions include: •stock-based compensation expense; •allowance for credit losses; •the period of benefit for deferred contract acquisition costs; •valuation of goodwill; •valuation and useful lives of other long-lived assets; •fair value of assets acquired and liabilities assumed in business combinations; •income taxes; and •recognition, measurement, and disclosure of contingent liabilities. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements.
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 United States of America (“U.S.”) dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gains or losses are included in other income (expense), net in the accompanying consolidated statements of operations.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value. Restricted cash primarily relates to funds held in connection with the divestiture of Kasamba. See Note 20 – Divestiture for additional information.
Goodwill, Intangibles and Other Long-Lived Assets	Goodwill, Intangibles and Other Long-Lived Assets Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. 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, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. As of December 31, 2023, our reporting units included Business and WildHealth. During the fourth quarter of 2023, the Company voluntarily changed its annual goodwill testing date from September 30 to October 1. The Company believes this change of method of applying the accounting principle is preferable, as it more closely aligns the annual impairment testing date with the most current information from the budgeting and strategic planning process and provides management with sufficient time to complete its annual assessment. This change will be applied prospectively, as retrospective application would be impracticable. The Company completed its most recent annual evaluation of impairment as of September 30, 2023 using a quantitative assessment method. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment test. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill. The Company’s assessment of goodwill impairment as of September 30, 2023, resulted in a noncash impairment of $11.9 million of goodwill for its WildHealth reporting unit. See Note 5 – Goodwill and Other Intangible Assets, Net for additional information. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets”. Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition. During the year ended December 31, 2023, the Company recognized an immaterial non-cash impairment charge of $3.0 million associated with WildHealth developed technology. See Note 5 – Goodwill and Other Intangible Assets, Net for additional information. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. The Company reviews the estimated useful lives of its fixed assets on an ongoing basis. Internal-Use Software Development Costs The Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company’s consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Management evaluates the useful lives of these assets on an annual basis. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. The Company reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable, include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). An impairment loss would be recognized when estimated discounted future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition are less than its carrying amount.
Business Combinations and Divestitures	Business Combinations The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. Although the Company believes the assumptions and estimates it has made are reasonable, they are based in part on historical experience, market conditions, and information obtained from management of the acquired companies and are inherently uncertain. Examples of judgments used to estimate the fair value of intangibles assets include, but are not limited to, future expected cash flows, expected customer attrition rates, estimated obsolescence rates, and discount rates. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is no later than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. See Note 9 – Acquisitions for additional information. Divestitures The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell. When the divestiture represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results, the disposal is presented as a discontinued operation.
Advertising	Advertising The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $10.9 million, $45.5 million, and $41.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Research and Development	Research and Development Research and development (“R&D”) costs are expensed when incurred, except for certain internal-use software development costs, which may be capitalized as noted above. R&D expenses consist primarily of personnel and related headcount costs, costs of professional services associated with the ongoing development of the Company’s technology, and allocated overhead.
Stock-Based Compensation	Stock-Based Compensation Compensation related to stock-based awards to employees and directors is measured and recognized in the Company’s consolidated statements of operations based on the fair value of the awards granted. The Company estimates the fair value of its stock options using the Black Scholes option pricing model. The stock-based compensation expense relating to stock options is recognized on a straight-line basis over the period during which the employee or director is required to provide service in exchange for the award, usually the vesting period, which is generally three to four years. Restricted stock units (“RSUs”) are generally subject to a service-based vesting condition over three to four years. The valuation of these RSUs is based solely on the Company’s stock price on the date of grant, and the corresponding compensation expense is amortized on a straight-line basis. Performance-Vesting Restricted Stock Units (“PRSUs”) granted are generally subject to both a service-based vesting condition and a performance-based vesting condition. PRSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The associated compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. In accordance with ASC 718-10, “Stock Compensation”, the Company measures stock-based awards at fair value and recognizes compensation expense for all stock-based payment awards made to its employees and directors, including employee stock options. See Note 13 – Stockholders’ Equity for additional information.
Leases	Leases We determine if an arrangement is or contains a lease at contract inception. In certain of our lease arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of ROU assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. The lease expense is recognized on a straight-line basis over the lease term. Our real estate leases asset class with an initial expected term of 12 months or less (short-term) is not accounted for on our consolidated balance sheets. Our finance leases are recorded in property and equipment, net in our consolidated balance sheets. For finance leases, interest expense on the lease liability is recognized based on the incremental borrowing rate and the ROU assets are amortized on a straight-line basis over the shorter of the lease term or the useful life of the ROU assets.
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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes and certain interest expense and penalties, if any, related to unrecognized tax benefits as a component of the income tax provision. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Comprehensive Loss	Comprehensive Loss In accordance with ASC 220, “Comprehensive Income”, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive loss consists of net loss and accumulated other comprehensive loss, which includes certain changes in equity that are excluded from net loss. The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. (“ASU”) 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The amendments require certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and also to reduce diversity in practice. ASU 2023-05 is effective for both public and private joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. Entities may elect to apply the guidance retrospectively to joint ventures with a formation date prior to January 1, 2025. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements, 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 material impact on its 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 consolidated financial statements and related disclosures.

Leases (Schedule of future minimum lease payments) (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 3,058
2025	1,705
2026	329
2027	185
2028	92
Total minimum lease payments	5,369
Less: present value adjustment	(477)
Total operating lease liability	4,892
Finance Leases
2024	3,120
2025	87
2026	0
2027	0
2028	0
Total minimum lease payments	3,207
Less: present value adjustment	(85)
Present value of lease liabilities	$ 3,122

Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	3.94%	2.89%	4.83%
Non-deductible expenses – stock-based compensation	(0.55%)	(1.30%)	(1.73%)
Non-deductible expenses – earn-out	5.50%	(3.15%)	0.00%
Non-deductible excess compensation	(0.04%)	(0.14%)	(2.30%)
Foreign taxes	(0.94%)	(0.15%)	(0.86%)
Valuation allowance	(24.40%)	(17.33%)	(26.92%)
Stock based compensation – excess tax benefit / (tax deficiency)	(7.00%)	(2.12%)	6.58%
Goodwill impairment	(2.59%)	0.00%	0.00%
Sale of subsidiary	1.69%	0.00%	0.00%
Other	(0.93%)	(0.48%)	1.29%
Total provision	(4.32%)	(0.78%)	1.89%

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	3,448	$	4,885	$	2,927
Operating cash flows for finance leases	93		196		362
Financing cash flows for finance leases	3,330		3,734		3,558

Schedule of components of lease costs

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	3,712	$	3,690	$	3,718
Interest	93		196		362
Operating lease cost	11,491		11,332		8,912
Total lease cost	$	15,296	$	15,218	$	12,992


	December 31, 2023		December 31, 2022
Weighted Average Remaining Lease Term:
Operating leases	2.1 years		1.5 years
Finance leases	0.9 years		1.1 years

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

Supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases is as follows:


	Classification on the Consolidated Balance Sheet	December 31, 2023		December 31, 2022

		(In thousands)
Assets
Operating ROU assets	Operating lease ROU assets	$	4,135	$	1,604
Finance ROU assets	Property and equipment, net	3,060		3,083

Liabilities
Current:
Operating lease liabilities	Operating lease liability	$	2,719	$	2,160
Finance lease liabilities	Accrued expenses and other current liabilities	3,037		2,569
Non-current:
Operating lease liabilities	Operating lease liability, net of current portion	2,173		682
Finance lease liabilities	Other liabilities	85		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:


	December 31, 2023
	Operating Leases		Finance Leases

Year Ending December 31,	(In thousands)
2024	$	3,058	$	3,120
2025	1,705		87
2026	329		—
2027	185		—
2028	92		—
Total minimum lease payments	5,369		3,207
Less: present value adjustment	(477)		(85)
Present value of lease liabilities	$	4,892	$	3,122

Convertible Senior Notes, Net of Current Portion and Capped Call Transactions

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Convertible Senior Notes, Net of Current Portion and Capped Call Transactions

Convertible Senior Notes due 2024 and Capped Calls

In March 2019, the Company issued $230.0 million aggregate principal amount of its 0.750% Convertible Senior Notes due 2024 in a private placement. 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 a portion of the year ended December 31, 2023, the conditions allowing holders of the 2024 Notes to convert were 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 $72.4 million as of December 31, 2023, consisting of principal of $72.5 million, net of unamortized debt issuance costs of $0.1 million. The 2024 Notes were classified as short-term liabilities in the accompanying consolidated balance sheet as of December 31, 2023. The remaining term over which the 2024 Notes’ debt issuance costs will be amortized is 0.2 years at an effective interest rate of 1.57% for the year ended December 31, 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 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”). As of December 31, 2023, the Company recognized a $7.2 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.

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 twelve months ended December 31, 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 $511.5 million as of December 31, 2023, consisting of principal of $517.5 million, net of unamortized issuance costs of $6.0 million. The 2026 Notes were classified as long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2023. The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 2.9 years at an effective interest rate on the debt was 0.40% for the year ended December 31, 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 consolidated balance sheet.

Unamortized debt issuance costs incurred in connection with securing the Company’s financing arrangements are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the outstanding borrowings, consistent with debt discounts. All deferred financing costs are amortized to interest expense. The net carrying amount of the liability component of the Notes as of December 31, 2023 and 2022 was as follows:


	December 31,
	2023		2022

	(In thousands)
Principal	$	589,992	$	747,500
Unamortized issuance costs	(6,034)		(10,077)
Total net carrying value	583,958		737,423
Less: Short-term debt, net	72,393		—
Long-term debt, net	$	511,565	$	737,423

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Contractual interest expense	$	839	$	1,725	$	1,725
Amortization of debt issuance costs	4,043		3,778		2,499
Amortization of debt discount	—		—		33,309
Total interest expense	$	4,882	$	5,503	$	37,533

Interest expense of $4.9 million, $5.5 million, and $37.5 million is reflected as a component of interest expense, net in the accompanying consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021, respectively.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Business Combination and Asset Acquisition [Abstract]

Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 05, 2023	Feb. 09, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)			200,000,000	200,000,000
Common stock, shares issued (in shares)			90,603,519	78,350,984
Common stock, shares outstanding (in shares)			87,837,446	75,584,911
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)			5,000,000	5,000,000
Preferred stock, shares issued (in shares)			0	0
Preferred stock, shares outstanding (in shares)			0	0
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Increase in number of shares of common stock available for issuance (in shares)		2,790,961
Weighted average fair value of stock options granted (in dollars per share)			$ 6.54	$ 10.20	$ 28.68
Dividend yield			0.00%	0.00%	0.00%
Share-based compensation arrangement, fair value assumptions, expected term			5 years	5 years	5 years
Accrual during period for cash awards related to bonus					$ 18,400
Stock-based compensation expense			$ 11,854	$ 109,638	69,656
2019 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in number of shares of common stock available for issuance (in shares)	1,000,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)			42,367,744
Stock option term (in years)			10 years
Shares reserved for future issuance			1,300,000
Fair value of stock options exercised			$ 3,400	$ 11,300	$ 6,600
Unrecognized compensation cost related to nonvested share-based compensation arrangements			$ 5,300
Weighted average recognition period of unrecognized compensation cost			1 year 10 months 24 days
Stock option \| 2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in number of shares of common stock available for issuance (in shares)	2,300,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)			2,000,000
Shares reserved for future issuance			1,000,000
Incentive Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to)			6,159,009
Shares reserved for future issuance			700,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average recognition period of unrecognized compensation cost			1 year 10 months 24 days
Unrecognized compensation cost - RSU			$ 48,300
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

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

The following table sets forth the fair value of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):


	Fair Value		Useful life

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

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

Dec. 31, 2023

Dec. 31, 2022

$ 513,805

$ 555,474

United States

438,420

476,040

Germany

45,424

46,323

Israel

4,064

Australia

11,660

12,057

Netherlands

5,863

3,470

Other

Business Combination and Asset Acquisition [Abstract]

^[1]

$ 12,438

$ 13,520

[1]	U.K., Japan, France, Italy, Spain, Canada, and Singapore.

Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows for operating leases	$ 3,448	$ 4,885	$ 2,927
Operating cash flows for finance leases	93	196	362
Financing cash flows for finance leases	$ 3,330	$ 3,734	$ 3,558

Auditor Information	12 Months Ended
Auditor Information	Dec. 31, 2023
Cover [Abstract]
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
Auditor Location	New York, New York

Acquisitions

12 Months Ended

Dec. 31, 2023

Acquisitions

WildHealth

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. 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 would be subject to vesting conditions based on continuing employment post acquisition. The Company 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, $8.3 million of intangible assets and net liabilities assumed of $1.5 million. 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 was not 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.

The following table sets forth the fair value of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):


	Fair Value		Useful life

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

Based on our 2023 annual goodwill impairment test, the Company recorded a non-cash impairment charge of $11.9 million in our consolidated statements of operations, representing a portion of goodwill related to the WildHealth reporting unit. Additionally, based on the impairment test in the third quarter of 2023, the Company recognized an immaterial non-cash impairment charge of $3.0 million included in the cost of revenue in the consolidated statements of operations, related to our intangible assets – developed technology associated with WildHealth. See Note 5 – Goodwill and Intangible Assets, Net for additional information.

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 an 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. 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. As of December 31, 2023, there is no remaining

earn-out liability related to WildHealth. The contingent cash settlement feature was deemed not probable as of December 31, 2023 and, therefore, the award was not recorded as a liability.

Fair Value Measurements (Schedule of Carrying Value and Fair Value of Debt Instruments) (Details) - Convertible Senior Notes Due 2024 and 2026 - Level 2 - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 435,883	$ 512,900
Principal Balance	589,992	747,500
Unamortized Issuance Costs	(6,034)	(10,077)
Net Carrying Value	$ 583,958	$ 737,423

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation		$ 32,557	$ 32,284	$ 27,423
Asset impairment charges	$ 5,000		$ 0

Related Party Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Revenue	$ 401,983	$ 514,800	$ 469,624
Accounts receivable, net of allowances of $9,290 and $9,239 as of December 31, 2023 and 2022, respectively	81,802	86,537
Accounts receivable, allowance for credit loss	9,290	9,239	$ 6,338	$ 5,344
Related Party
Related Party Transaction [Line Items]
Revenue	3,800	38,700
Accounts receivable, net of allowances of $9,290 and $9,239 as of December 31, 2023 and 2022, respectively	2,100	1,400
Accounts receivable, allowance for credit loss	$ 1,500
Unbilled receivables, current		$ 4,800

Restructuring - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 22,664	$ 19,967	$ 3,397

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The Company includes interest accrued on the underpayment of income taxes and certain interest expense and penalties, if any, related to unrecognized tax benefits as a component of the income tax provision. The Company recorded a valuation allowance against its U.S., e-bot7 Germany, and Bulgaria 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 Pty. Ltd., Engage 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, 2023, there was an increase in the valuation allowance recorded of $23.7 million.

The Company had a valuation allowance on certain deferred tax assets for the years ended December 31, 2023, 2022, and 2021 of $211.2 million, $187.5 million, and $107.1 million, respectively. For the year ended December 31, 2023, an increase in the valuation allowance in the amount of $23.7 million was recorded as an expense. For the year ended December 31, 2022, an increase in the valuation allowance in the amount of $38.7 million was recorded as an expense and an additional increase of $0.5 million was recorded to goodwill against acquired federal and state net operating losses and due to the adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Company recorded an increase of the valuation allowance to other comprehensive income of $41.2 million.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. The use of NOLs from acquired businesses may also be limited under Section 382. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2023, the Company had approximately $583.1 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $0.9 million of federal NOL carryovers from the Company’s acquisition of Proficient in 2006, $49.4 million of federal NOL carryovers from the Company’s acquisition of Tenfold in 2021, $64.9 million of federal NOL carryovers from the Company’s acquisition of VoiceBase in 2021 and $1.0 million of federal NOL carryovers from the Company’s acquisition of WildHealth in 2022. Approximately $70.2 million of these federal NOL carryforwards were generated in taxable years ending on or before

December 31, 2017 and will expire in various years through 2037. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year.

The Company has entered into a Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), which is designed to reduce the risk of substantial impairment to the Company’s NOLs and certain other tax attributes that could result from an “ownership change” within the meaning of Section 382 of the Code. See “Tax Benefits Preservation Plan” in Note 21 – Subsequent Events for additional information.

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
United States	$	(95,773)	$	(220,060)	$	(128,210)
Israel	1,074		1,464		1,414
United Kingdom	1,481		1,428		1,145
Netherlands	2,030		2,514		3,629
Australia	(412)		533		755
Germany	(5,453)		(10,400)		(6,450)
Other (1)	781		501		339
Total	$	(96,272)	$	(224,020)	$	(127,378)

——————————————

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

No additional provision has been made for U.S. income taxes on the undistributed earnings of its wholly-owned Israeli subsidiary, LivePerson Ltd., as such earnings have been taxed in the U.S. A provision for the undistributed earnings of the Company’s other foreign subsidiaries have not been provided because the Company intends to indefinitely reinvest such earnings outside of the U.S., though if these foreign earnings were to be repatriated in the future the related U.S. tax liability would be immaterial through December 31, 2023.

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Current income taxes:
U.S. Federal	$	—	$	—	$	(22)
State and local	239		431		159
Foreign	2,878		2,458		3,698
Total current income taxes	3,117		2,889		3,835

Deferred income taxes:
U.S. Federal	651		(1,153)		(2,908)
State and local	488		79		20
Foreign	(93)		(88)		(3,351)
Total deferred income taxes	1,046		(1,162)		(6,239)
Total provision for (benefit from) income taxes	$	4,163	$	1,727	$	(2,404)

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


	December 31,
	2023		2022		2021
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	3.94	%	2.89	%	4.83	%
Non-deductible expenses – stock-based compensation	(0.55)	%	(1.30)	%	(1.73)	%

Non-deductible expenses – earn-out	5.50	%	(3.15)	%	—	%
Non-deductible excess compensation	(0.04)	%	(0.14)	%	(2.30)	%
Foreign taxes	(0.94)	%	(0.15)	%	(0.86)	%
Valuation allowance	(24.40)	%	(17.33)	%	(26.92)	%
Stock based compensation – excess tax benefit / (tax deficiency)	(7.00)	%	(2.12)	%	6.58	%
Goodwill impairment	(2.59)	%	—	%	—	%
Sale of subsidiary	1.69	%	—	%	—	%
Other	(0.93)	%	(0.48)	%	1.29	%
Total provision	(4.32)	%	(0.78)	%	1.89	%

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


	December 31,
	2023		2022

	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	157,919	$	141,011
Foreign tax credit	—		1,222
R&D tax credit	1,757		1,761
Original issue discount	6,236		9,515
Interest	4,582		2,665
Operating lease liability	2,111		760
Accounts payable and accrued expenses	6,934		7,270
Non-cash compensation	10,632		17,271
R&D capitalization	52,878		39,182
Allowance for credit loss	1,884		5,091
Total deferred tax assets	244,933		225,748
Less valuation allowance	(211,234)		(187,525)
Deferred tax assets, net of valuation allowance	33,699		38,223
Deferred tax liabilities:
Property and equipment	(13,214)		(15,105)
Intangibles amortization	(8,985)		(13,142)
Goodwill amortization and contingent earn-out adjustments	(7,999)		(7,012)
Outside basis difference in subsidiary stock	—		(567)
Operating lease right-of-use asset	(1,904)		(524)
Total deferred tax liabilities	(32,102)		(36,350)
Net deferred tax assets	$	1,597	$	1,873

We have U.S. federal, Australian, and German NOLs of $583.1 million, $1.6 million, and $28.3 million, respectively. The Australian and German NOLs can be carried forward indefinitely. For the federal NOLs, $512.8 million can be carried

forward indefinitely, $0.9 million will expire between 2024 and 2029, and $69.4 million will expire between 2030 and 2037. We have $449.3 million of state NOLs, of which $108.0 million can be carried forward indefinitely and $341.4 million expire between 2024 and 2044.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $3.1 million as of December 31, 2023 and $2.7 million as of December 31, 2022, respectively, that would affect the effective tax rate if recognized. Accrued interest and penalties included in the Company’s liability related to unrecognized tax benefits and recorded in accrued expenses and other current liabilities was $0.5 million as of December 31, 2023 and was immaterial as of December 31, 2022. There are no unrecognized tax benefits expected to reverse in the next twelve months and impact the effective tax rate.

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Unrecognized tax benefits balance, beginning of year	$	2,721	$	2,917	$	3,615
Increase due to business combinations	—		—		488

Gross increase for tax positions of current years	340		205		376

Decrease due to settlement	—		—		(1,562)
Uncertain tax basis classified as held-for-sale liabilities	—		(401)		—
Unrecognized tax benefits, end of year	$	3,061	$	2,721	$	2,917

The tax years subject to examination by major tax jurisdictions include the years 2019 and forward for U.S. states and cities, the years 2020 and forward for U.S. Federal, and the years 2018 and forward for certain foreign jurisdictions.

Tax Legislation

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

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

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

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

results.

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

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.

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
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

Revenue from Contract with Customer [Abstract]

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation expense	$ 11,854	$ 109,638	$ 69,656
Depreciation	32,557	32,284	27,423
Cost of revenue
Stock-based compensation expense	1,456	9,933	6,497
Depreciation	8,072	9,763	10,186
Cost of revenue	18,691	18,434	7,282
Sales and marketing
Stock-based compensation expense	10,354	19,575	16,942
Depreciation	3,103	2,451	2,448
General and administrative
Stock-based compensation expense	(5,706)	40,690	15,487
Depreciation	453	452	160
Product development
Stock-based compensation expense	5,750	39,440	30,730
Depreciation	$ 20,929	$ 19,618	$ 14,629

Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Professional services and consulting and other vendor fees	$ 67,585	$ 51,067
Payroll and other employee-related costs	20,767	19,182
Financing lease liability	3,037	2,569
Restructuring	2,076	803	$ 1,694
Sales commissions	734	4,402
Non-Income tax	556	1,148
Short-term contingent earn-out	0	47,819
Other	2,269	2,254
Total accrued expenses and other current liabilities	$ 97,024	$ 129,244

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 9,290	$ 9,239
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	90,603,519	78,350,984
Common stock, shares outstanding (in shares)	87,837,446	75,584,911
Treasury stock, at cost (in shares)	2,766,073

Revenue from Contract with Customer (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Disaggregated of Revenue

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Revenue:
Hosted services (1)	$	332,971	$	412,467	$	401,926
Professional services	69,012		102,333		67,698
Total revenue	$	401,983	$	514,800	$	469,624

Schedule of Revenue by Geographic Location

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
United States	$	277,542	$	350,349	$	306,700
Other Americas (1)	9,382		12,708		18,128
Total Americas	286,924		363,057		324,828
EMEA (2) (3)	62,613		74,298		91,227
APAC (4)	52,446		77,445		53,569
Total revenue	$	401,983	$	514,800	$	469,624

——————————————

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

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

(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
Balance as of December 31, 2022	$	53,468	$	33,069	$	43,804	$	84,494	$	174
Increase (decrease), net	6,914		(11,649)		(6,450)		(2,636)		9
Ending balance as of December 31, 2023	$	60,382	$	21,420	$	37,354	$	81,858	$	183

Accounts Receivable, Allowance for Credit Loss

The activity in the allowance for credit loss is as follows:


	December 31,
	2023		2022		2021

	(In thousands)
Balance, beginning of year	$	9,239	$	6,338	$	5,344
Additions charged to costs and expenses	3,319		5,644		4,879
Deductions/write-offs	(3,268)		(2,743)		(3,885)
Balance, end of year	$	9,290	$	9,239	$	6,338

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 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 $3.8 million, $5.4 million, and $3.7 million of employer matching contributions for the years ended December 31, 2023, 2022, and 2021, respectively. Letters of Credit As of December 31, 2023, the Company had letters of credit totaling $1.1 million outstanding as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Indemnifications The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products. The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2023 and 2022. Non-Income Related Taxes The Company is subject to sales tax liabilities, plus applicable interest, for states in which it has an economic nexus. As of December 31, 2023, there is a $0.5 million accrual balance for sales tax liabilities included within the consolidated balance sheets. Contractual obligations Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. The Company has purchase obligation agreements primarily relating to contracts with vendors in connection with Information Technology (“IT”) infrastructure and cloud computing-related services with remaining terms of 2 years or less. The Company’s non-cancellable unconditional purchase obligation in connection with these arrangements is approximately $21.3 million for 2024 and $14.7 million for 2025.

Convertible Senior Notes, Net of Current Portion and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands				1 Months Ended					9 Months Ended	12 Months Ended
	Mar. 21, 2023 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) Day $ / shares shares	Mar. 31, 2019 USD ($) $ / shares	Mar. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2019 USD ($) $ / shares	Mar. 31, 2019 USD ($) day $ / shares	Mar. 31, 2019 USD ($) Day $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Common stock, par value (in dollars per share) \| $ / shares										$ 0.001	$ 0.001
Adjustments to additional paid in capital, debt conversion option, issuance costs												$ 3,700
Convertible senior notes, net of current portion (Note 8)										$ 511,565	$ 737,423
Number of shares of common stock covered by called caps (shares) \| shares			6,880		5,960
Adjustments to additional paid in capital, capped call option, issuance costs			$ 46,100
Debt instrument, repurchase amount	$ 149,700
Debt instrument, increase (decrease), net	157,500
Total interest expense										4,882	$ 5,503	37,533
2024 Notes
Debt Instrument [Line Items]
Principal Balance										72,000
Net Carrying Value		$ 52,900										52,900
Total deferred issuance costs		8,600										8,600
Debt issuance costs attributable to liability		6,600										6,600
Adjustments to additional paid in capital, debt conversion option, issuance costs		2,000
Convertible senior notes, net of current portion (Note 8)										72,400
Debt issuance costs, net										100
Adjustments to additional paid in capital, capped call option, issuance costs				$ 23,200
Debt instrument, increase (decrease), net	$ 228,300
Gain (loss) on extinguishment of debt									$ 7,200
Payment for debt extinguishment or debt prepayment cost									$ 500
2024 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance				$ 230,000	$ 230,000	$ 230,000	$ 230,000	$ 230,000		$ 72,500
Debt instrument stated rate (percent)				0.75%	0.75%	0.75%	0.75%	0.75%
Proceeds from debt offering, net of debt issuance costs				$ 221,400
Conversion ratio						0.0259182
Common stock, par value (in dollars per share) \| $ / shares				$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Convertible debt conversion price (in dollars per share) \| $ / shares				38.58	38.58	$ 38.58	$ 38.58	$ 38.58
Percentage of principal amount paid if repurchase due to fundamental change (percent)						10000.00%
Threshold trading days in consideration of note conversion \| day							20
Threshold consecutive trading days in analysis of conversion price							30	5
Threshold percentage of stock price if converted						13000.00%
Threshold for five day period, product of sale price of common stock and conversion rate of notes						9800.00%
Remaining amortization period for debt discount and debt issuance costs										2 months 12 days
Effective interest rate (percent)						0.0157%
Debt Instrument, Convertible, Threshold Business Days \| Day								5
2026 Notes
Debt Instrument [Line Items]
Net Carrying Value		162,500										162,500
Total deferred issuance costs		12,200										12,200
Debt issuance costs attributable to liability		$ 8,500										$ 8,500
Convertible senior notes, net of current portion (Note 8)										$ 511,500
Debt issuance costs, net										$ 6,000
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance			$ 517,500
Debt instrument stated rate (percent)			0.00%
Proceeds from debt offering, net of debt issuance costs			$ 505,300
Conversion ratio			0.0132933
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001
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%
Debt instrument, convertible business period			5 days
Debt instrument, convertible, measurement period			5 days
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										2 years 10 months 24 days
Effective interest rate (percent)										0.004%
Capped calls
Debt Instrument [Line Items]
Capped caps initial strike price (in dollars per share) \| $ / shares			$ 75.23	38.58	38.58	$ 38.58	$ 38.58	$ 38.58
Capped caps initial cap price (in dollars per share) \| $ / shares			$ 105.58	$ 57.16	$ 57.16	$ 57.16	$ 57.16	$ 57.16

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

LivePerson, Inc. is the enterprise leader in digital customer conversation. Over the past decades, consumers have made digital conversations a primary way to communicate with others. Since 1998, we have enabled meaningful connections between consumers and our customers through our platform and currently power more than one billion connections and conversations each month. These digital and artificial intelligence (“AI”)-powered conversations decrease costs and increase revenue for our brands, resulting in more convenient, personalized and content-rich journeys across the entire consumer lifecycle, and across consumer channels. AI has accelerated our capability to leverage prior conversations and our customers’ existing investments in Generative AI and Large Language Models (“LLMs”) to enhance the consumer experience and to improve results for our customers by empowering them to leverage the latest developments in AI and LLMs, in a safe and secure environment.

The Conversational Cloud, the Company’s enterprise-class digital customer conversation platform, is trusted by the world’s top brands to accelerate their contact center transformation, orchestrate conversations across all channels, departments and systems, increase agent productivity, and deliver more personalized, AI-empowered customer experiences. The Conversational Cloud powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, short messaging service (“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 and wait on hold. Most recently, the Conversational Cloud has been enhanced to provide a secure platform with appropriate guardrails to deploy Generative AI and LLMs in ways that help consumers and drive results for brands without sacrificing trust.

LivePerson’s digital customer conversation platform enables what the Company calls “the tango” of humans, LivePerson bots, third-party bots and LLMs, whereby humans act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become highly efficient, leveraging the AI engine (including generative AI capabilities) to surface 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 bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.

Principles of Consolidation

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

Equity Method Investment

The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses 20% or more of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses less than 20% of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions.

Variable Interest Entities

The consolidated financial statements include the financial statements of LivePerson, its wholly-owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.

The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity).

Under the provisions of Financial Accounting Standards Board (“FASB”) 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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.

Items subject to such estimates and assumptions include:

•stock-based compensation expense;

•allowance for credit losses;

•the period of benefit for deferred contract acquisition costs;

•valuation of goodwill;

•valuation and useful lives of other long-lived assets;

•fair value of assets acquired and liabilities assumed in business combinations;

•income taxes; and

•recognition, measurement, and disclosure of contingent liabilities.

As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements.

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 United States of America (“U.S.”) dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gains or losses are included in other income (expense), net in the accompanying consolidated statements of operations.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value. Restricted cash primarily relates to funds held in connection with the divestiture of Kasamba. See Note 20 – Divestiture for additional information.

Prepaid expenses and other current assets

The following table presents the detail of prepaid expenses and other current assets as of the dates presented:


	December 31,
	2023		2022

	(In thousands)
Other assets	$	8,757	$	4,196
Prepaid Software Maintenance	8,592		8,508
VAT receivable	4,399		4,155
Prepaid Server Maintenance	2,634		3,988
Prepaid - Other	2,599		2,900
Total prepaid expenses and other current assets	$	26,981	$	23,747

Goodwill, Intangibles and Other Long-Lived Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. 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, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. As of December 31, 2023, our reporting units included Business and WildHealth. During the fourth quarter of 2023, the Company voluntarily changed its annual goodwill testing date from September 30 to October 1. The Company believes this change of method of applying the accounting principle is preferable, as it more closely aligns the annual impairment testing date with the most current information from the budgeting and strategic planning process and provides management with sufficient time to complete its annual assessment. This change will be applied prospectively, as retrospective application would be impracticable. The Company completed its most recent annual evaluation of impairment as of September 30, 2023 using a quantitative assessment method.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment test. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill. The Company’s assessment of goodwill impairment as of September 30, 2023, resulted in a noncash impairment of $11.9 million of goodwill for its WildHealth reporting unit. See Note 5 – Goodwill and Other Intangible Assets, Net for additional information.

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets”. Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition. During the year ended December 31, 2023, the Company recognized an immaterial non-cash impairment charge of $3.0 million associated with WildHealth developed technology. See Note 5 – Goodwill and Other Intangible Assets, Net for additional information.

Property and Equipment, Net

Internal-Use Software Development Costs

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

The Company reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable, include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”). An impairment loss would be recognized when estimated discounted future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition are less than its carrying amount.

Business Combinations

The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. Although the Company believes the assumptions and estimates it has made are reasonable, they are based in part on historical experience, market conditions, and information obtained from management of the acquired companies and are inherently uncertain. Examples of judgments used to estimate the fair value of intangibles assets include, but are not limited to, future expected cash flows, expected customer attrition rates, estimated obsolescence rates, and discount rates. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is no later than one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. See Note 9 – Acquisitions for additional information.

Divestitures

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

Advertising

The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $10.9 million, $45.5 million, and $41.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Research and Development

Research and development (“R&D”) costs are expensed when incurred, except for certain internal-use software development costs, which may be capitalized as noted above. R&D expenses consist primarily of personnel and related headcount costs, costs of professional services associated with the ongoing development of the Company’s technology, and allocated overhead.

Stock-Based Compensation

Compensation related to stock-based awards to employees and directors is measured and recognized in the Company’s consolidated statements of operations based on the fair value of the awards granted. The Company estimates the fair value of its stock options using the Black Scholes option pricing model. The stock-based compensation expense relating to stock options is recognized on a straight-line basis over the period during which the employee or director is required to provide service in exchange for the award, usually the vesting period, which is generally three to four years.

Restricted stock units (“RSUs”) are generally subject to a service-based vesting condition over three to four years. The valuation of these RSUs is based solely on the Company’s stock price on the date of grant, and the corresponding compensation expense is amortized on a straight-line basis.

Performance-Vesting Restricted Stock Units (“PRSUs”) granted are generally subject to both a service-based vesting condition and a performance-based vesting condition. PRSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The associated compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied.

In accordance with ASC 718-10, “Stock Compensation”, the Company measures stock-based awards at fair value and recognizes compensation expense for all stock-based payment awards made to its employees and directors, including employee stock options. See Note 13 – Stockholders’ Equity for additional information.

Leases

We determine if an arrangement is or contains a lease at contract inception. In certain of our lease arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of ROU assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. The lease expense is recognized on a straight-line basis over the lease term. Our real estate leases asset class with an initial expected term of 12 months or less (short-term) is not accounted for on our consolidated balance sheets. Our finance leases are recorded in property and equipment, net in our consolidated balance sheets. For finance leases, interest expense on the lease liability is recognized based on the incremental borrowing rate and the ROU assets are amortized on a straight-line basis over the shorter of the lease term or the useful life of the ROU assets.

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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled

reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes and certain interest expense and penalties, if any, related to unrecognized tax benefits as a component of the income tax provision. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Comprehensive Loss

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

Recently Issued Accounting Pronouncements

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. (“ASU”) 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The amendments require certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and also to reduce diversity in practice. ASU 2023-05 is effective for both public and private joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. Entities may elect to apply the guidance retrospectively to joint ventures with a formation date prior to January 1, 2025. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements, 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 material impact on its 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 consolidated financial statements and related disclosures.

Fair Value Measurements - Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contingent earn-out
Change in Fair Value of Level 3 Liability:
Balance, beginning of year	$ 72,221	$ 29,830
Additions in the period	0	61,920
Balance, end of year	0	72,221
Contingent earn-out \| e-bot7
Change in Fair Value of Level 3 Liability:
Payments	(48,993)	0
Contingent Consideration
Change in Fair Value of Level 3 Liability:
Contingent earn-out decrease during the period	4,629	(8,516)
Contingent Compensation \| WildHealth
Change in Fair Value of Level 3 Liability:
Contingent earn-out decrease during the period	$ (27,857)	$ (11,013)

Goodwill and Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Estimated future amortization expense
2024	$ 15,425
2025	14,982
2026	12,270
2027	1,484
2028	1,297
Thereafter	16,167
Total	$ 61,625	$ 78,103

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company has non-cancelable operating and finance leases for its corporate offices and other service agreements. Its leases have remaining lease terms of less than one to five years, some of which include options to extend. The Company uses the non-cancelable lease term when recognizing the ROU assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised.

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

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	3,448	$	4,885	$	2,927
Operating cash flows for finance leases	93		196		362
Financing cash flows for finance leases	3,330		3,734		3,558

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	3,712	$	3,690	$	3,718
Interest	93		196		362
Operating lease cost	11,491		11,332		8,912
Total lease cost	$	15,296	$	15,218	$	12,992


	December 31, 2023		December 31, 2022
Weighted Average Remaining Lease Term:
Operating leases	2.1 years		1.5 years
Finance leases	0.9 years		1.1 years

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

Supplemental balance sheet information related to leases is as follows:


	Classification on the Consolidated Balance Sheet	December 31, 2023		December 31, 2022

		(In thousands)
Assets
Operating ROU assets	Operating lease ROU assets	$	4,135	$	1,604
Finance ROU assets	Property and equipment, net	3,060		3,083

Liabilities
Current:
Operating lease liabilities	Operating lease liability	$	2,719	$	2,160
Finance lease liabilities	Accrued expenses and other current liabilities	3,037		2,569
Non-current:
Operating lease liabilities	Operating lease liability, net of current portion	2,173		682
Finance lease liabilities	Other liabilities	85		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:


	December 31, 2023
	Operating Leases		Finance Leases

Year Ending December 31,	(In thousands)
2024	$	3,058	$	3,120
2025	1,705		87
2026	329		—
2027	185		—
2028	92		—
Total minimum lease payments	5,369		3,207
Less: present value adjustment	(477)		(85)
Present value of lease liabilities	$	4,892	$	3,122

Rental expense for operating leases and other service agreements was approximately $15.3 million, $15.2 million and $13.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Legal Matters	12 Months Ended
Legal Matters	Dec. 31, 2023
Loss Contingency, Information about Litigation Matters [Abstract]
Legal Matters	Legal Matters Stockholder Litigation In December 2023, a putative stockholder class action entitled Damri v. LivePerson, Inc., No. 1:23-cv-10517, was filed under the federal securities laws against the Company, its former Chief Executive Officer, and its Chief Financial Officer in the United States District Court for the Southern District of New York. The complaint alleges that the Company’s Form 10-Q filings and forecasts for the first, second, and third quarters of fiscal year 2022 were false and misleading in violation of Section 10(b) of the Securities Exchange Act of 1934, based on the Company’s later disclosures and report on Form 10-K on March 16, 2023. A parallel litigation on behalf of stockholders who purchased their shares on the Tel Aviv Stock Exchange, entitled Weissbrod v. LivePerson, Inc., is pending in the Tel Aviv District Court in Israel, but has been stayed pending further developments in the Damri case. In January 2024, a purported derivative action entitled Marti v. LoCascio, No. 1:24-cv-00598, was filed in the United States District Court for the Southern District of New York by a purported stockholder of the Company against the Company’s former Chief Executive Officer, its Chief Financial Officer, most of the members of the current board of directors and several former directors. The derivative litigation claims that the Company itself was harmed by the same acts and omissions underlying the Damri federal securities lawsuit, and seeks to recover unspecified losses on behalf of the Company. The Marti case is stayed pending further developments in the Damri case. In January 2024, a purported stockholder of the Company filed a lawsuit against the Company and its Board of Directors entitled Browne v. Layfield, No. 2024-0079, in the Court of Chancery of the State of Delaware. The complaint asserted a claim for breach of fiduciary duty based upon a Tax Benefits Preservation Plan. In February 2024, the Board approved technical amendments to the Tax Benefits Preservation Plan which were filed by the Company on Form 8-K, and the case was dismissed as moot, subject to attorneys’ fees on behalf of the plaintiff. In February 2024, Starboard Value LP and several of its related entities and investment funds filed a lawsuit against the Company, its former Chief Executive Officer and its Chief Financial Officer entitled Starboard Value LP v. LivePerson, Inc., No. 2024-0103, in the Court of Chancery of the State of Delaware. The complaint alleges common law fraud, fraudulent inducement and negligent misrepresentation in connection with an alleged scheme to induce Starboard to settle its 2022 proxy contest against the Company and, as stated in the complaint, involves previous Starboard allegations of misrepresentations in the Company's public disclosures that the Company previously informed Starboard were found to be unsubstantiated following an independent investigation. The complaint seeks unspecified damages. COVID-Related Matters As has been widely reported, there is heightened scrutiny by the federal government across many programs related to global novel coronavirus disease (“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”). 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. The Centers for Medicare and Medicaid Services (CMS) has provided notice that the Medicare payment suspension was terminated. The reimbursements for services rendered under the Program were released in November and December 2023. The Company previously provided other products and services related to COVID-19 testing and accompanying software. Those COVID-19 related products and services have also been the subject of inquiry and 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. Other Legal, Administrative, Governmental and Regulatory Matters From time to time, the Company is or may be subject to or involved in legal, administrative, governmental and/or regulatory proceedings, inquiries and investigations as well as actual or threatened litigation, claims and/or demands (each an “Action” and collectively “Actions”). These have included and may include (without limitation) Actions brought by or against the Company, its affiliates, subsidiaries, directors and/or officers with respect to intellectual property, contracts, financial, commercial, employment, legal, compliance, privacy, data security, regulatory and/or other matters related to our business, as well as Actions brought against the Company’s customers for which the Company has a contractual indemnification obligation. Regardless of the outcome, Actions can have an adverse impact on the Company because of defense and/or settlement costs, diversion of management resources, reputational risks and other factors. Accruals The Company accrues for certain contingencies when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated and discloses certain contingencies for which no accrual has been made as appropriate and in compliance with ASC 450. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. 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.

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

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 consolidated balance sheets as of December 31, 2023 and 2022:


	December 31,
	2023		2022

	(In thousands)
Balance, beginning of year	$	803	$	1,694
Lease restructuring costs	—		442
IT contract termination costs	5,744		—
Severance and other associated costs	16,920		19,525
Cash payments	(21,391)		(20,858)
Balance, end of year	$	2,076	$	803

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)


Lease restructuring costs	$	—	$	442	$	724

IT contract termination costs	5,744		—		—
Severance and other associated costs	16,920		19,525		2,673
Total restructuring costs	$	22,664	$	19,967	$	3,397

Goodwill and Intangible Assets, Net - (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Impairment of goodwill	$ 11,900	$ 11,895	$ 0	$ 0
Aggregate amortization expense		22,200	22,100	$ 9,300
Goodwill and intangible asset impairment		$ 3,000	0
Kasamba, Inc.
Goodwill [Line Items]
Goodwill, period increase (decrease)			$ 8,000

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.

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Accrued Liabilities and Other Current Liabilities

Accrued Liabilities and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

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


	December 31,
	2023		2022

	(In thousands)
Professional services and consulting and other vendor fees	$	67,585	$	51,067
Payroll and other employee-related costs	20,767		19,182
Financing lease liability	3,037		2,569
Restructuring	2,076		803
Sales commissions	734		4,402
Non-Income tax	556		1,148
Short-term contingent earn-out	—		47,819
Other	2,269		2,254
Total accrued expenses and other current liabilities	$	97,024	$	129,244

Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Operating ROU assets	$ 4,135	$ 1,604
Finance ROU assets	3,060	3,083
Current liabilities:
Operating lease liabilities	2,719	2,160
Finance lease liabilities	$ 3,037	$ 2,569
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities (Note 7)	Accrued expenses and other current liabilities (Note 7)
Non-current:
Operating lease liabilities	$ 2,173	$ 682
Finance lease liabilities	$ 85	$ 191
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities

Net Loss Per Share (Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (100,435)	$ (225,747)	$ (124,974)
Weighted average number of shares outstanding, diluted (in shares)	78,593,274	74,509,404	69,606,105
Weighted average number of shares outstanding, basic (in shares)	78,593,274	74,509,404	69,606,105
Net loss per share, basic (in usd per share)	$ (1.28)	$ (3.03)	$ (1.80)
Net loss per share, diluted (in usd per share)	$ (1.28)	$ (3.03)	$ (1.80)

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

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Convertible Senior Notes, Net of Current Portion and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Carrying Amount of Liability Component:
Less: Short-term debt, net	$ 72,393	$ 0
Long-term debt, net	511,565	737,423
Convertible Debt \| Convertible Senior Notes
Carrying Amount of Liability Component:
Principal	589,992	747,500
Unamortized issuance costs	(6,034)	(10,077)
Total net carrying value	$ 583,958	$ 737,423

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

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

Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Short-term contingent earn-out	$ 0	$ 47,819
Recurring
Assets:
Total assets	174,701	308,295
Liabilities:
Earn-outs treated as contingent consideration		20,722
Total liabilities		72,221
Recurring \| Money market funds
Assets:
Money market funds	174,701	308,295
Recurring \| Contingent earn-out
Liabilities:
Short-term contingent earn-out		51,499
Recurring \| Level 1
Assets:
Total assets	174,701	308,295
Liabilities:
Earn-outs treated as contingent consideration		0
Total liabilities		0
Recurring \| Level 1 \| Money market funds
Assets:
Money market funds	174,701	308,295
Recurring \| Level 1 \| Contingent earn-out
Liabilities:
Short-term contingent earn-out		0
Recurring \| Level 2
Assets:
Total assets	0	0
Liabilities:
Earn-outs treated as contingent consideration		0
Total liabilities		0
Recurring \| Level 2 \| Money market funds
Assets:
Money market funds	0	0
Recurring \| Level 2 \| Contingent earn-out
Liabilities:
Short-term contingent earn-out		0
Recurring \| Level 3
Assets:
Total assets	0	0
Liabilities:
Earn-outs treated as contingent consideration		20,722
Total liabilities		72,221
Recurring \| Level 3 \| Money market funds
Assets:
Money market funds	$ 0	0
Recurring \| Level 3 \| Contingent earn-out
Liabilities:
Short-term contingent earn-out		$ 51,499

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of shares used in calculating basic and diluted EPS for the years ended December 31, 2023, 2022, and 2021, were as follows:


	Year Ended December 31,
	2023		2022		2021
Net loss (in thousands)	$	(100,435)	$	(225,747)	$	(124,974)
Weighted average number of shares outstanding, basic and diluted	78,593,274		74,509,404		69,606,105
Net loss per share, basic and diluted	$	(1.28)	$	(3.03)	$	(1.80)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Further, the following securities were excluded from the computation of diluted EPS for the years ended December 31, 2023 and 2022, as their effect would have been anti-dilutive:


	Year Ended December 31,
	2023	2022	2021
Shares subject to outstanding common stock options and ESPP	3,186,322	4,459,324	4,782,487
Restricted stock units	5,064,047	5,234,733	3,732,013
Earn-outs	—	12,049,211	1,150,504
Conversion option of the 2024 Notes	1,878,862	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283	6,879,283
Total	17,008,514	34,583,737	22,505,473

Revenue Recognition (Schedule of Credit Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts
Balance, beginning of year	$ 9,239	$ 6,338	$ 5,344
Additions charged to costs and expenses	3,319	5,644	4,879
Deductions/write-offs	(3,268)	(2,743)	(3,885)
Balance, end of year	$ 9,290	$ 9,239	$ 6,338

Restructuring

12 Months Ended

Dec. 31, 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 then-recent changes 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. In 2023, due to the changing technology landscape related to the evolution of LLMs, we were able to identify opportunities for significant cost savings because the latest generation of LLMs is able to build a bot in minutes, enabling reduction of headcount previously devoted to bot-building. Additionally, we have moved to a product-led growth structure where we flattened the organization to align to more efficient sales and service support ratios. In connection with the restructuring initiatives, the Company recognized restructuring costs of $22.7 million, $20.0 million, and $3.4 million during the years ended December 31, 2023, 2022, and 2021, respectively, which is included in restructuring costs in the accompanying consolidated statements of operations. Such costs primarily include severance and other compensation-related costs as well as IT infrastructure contract termination costs.


	December 31,
	2023		2022

	(In thousands)
Balance, beginning of year	$	803	$	1,694
Lease restructuring costs	—		442
IT contract termination costs	5,744		—
Severance and other associated costs	16,920		19,525
Cash payments	(21,391)		(20,858)
Balance, end of year	$	2,076	$	803

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)


Lease restructuring costs	$	—	$	442	$	724

IT contract termination costs	5,744		—		—
Severance and other associated costs	16,920		19,525		2,673
Total restructuring costs	$	22,664	$	19,967	$	3,397

Restructuring - Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 22,664	$ 19,967	$ 3,397
Lease restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	442	724
Severance and other associated costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	16,920	19,525	2,673
IT contract termination costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 5,744	$ 0	$ 0

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.

Goodwill and Intangible Assets Disclosure [Abstract]

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 210,782,000	$ 391,781,000
Restricted cash	2,143,000	417,000
Accounts receivable, net of allowances of $9,290 and $9,239 as of December 31, 2023 and 2022, respectively	81,802,000	86,537,000
Prepaid expenses and other current assets (Note 1)	26,981,000	23,747,000
Assets held for sale	0	30,984,000
Total current assets	321,708,000	533,466,000
Operating lease right-of-use assets (Note 10)	4,135,000	1,604,000
Property and equipment, net (Note 6)	119,325,000	126,499,000
Contract acquisition costs (Note 2)	37,354,000	43,804,000
Intangible assets, net (Note 5)	61,625,000	78,103,000
Goodwill (Note 5)	285,631,000	296,214,000
Deferred tax assets, net (Note 16)	4,527,000	4,423,000
Investment in joint venture (Note 17)	0	2,264,000
Other assets	1,208,000	2,563,000
Total assets	835,513,000	1,088,940,000
Current liabilities:
Accounts payable	13,555,000	25,303,000
Accrued expenses and other current liabilities (Note 7)	97,024,000	129,244,000
Deferred revenue (Note 2)	81,858,000	84,494,000
Convertible senior notes (Note 8)	72,393,000	0
Operating lease liabilities (Note 10)	2,719,000	2,160,000
Liabilities associated with assets held for sale	0	10,357,000
Total current liabilities	267,549,000	251,558,000
Convertible senior notes, net of current portion (Note 8)	511,565,000	737,423,000
Operating lease liabilities, net of current portion (Note 10)	2,173,000	682,000
Deferred tax liabilities (Note 16)	2,930,000	2,550,000
Other liabilities	3,158,000	28,639,000
Total liabilities	787,375,000	1,020,852,000
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; 90,603,519 and 78,350,984 shares issued, and 87,837,446 and 75,584,911 shares outstanding as of December 31, 2023 and 2022, respectively	91,000	78,000
Treasury stock, at cost; 2,766,073 shares as of December 31, 2023 and 2022	(3,000)	(3,000)
Additional paid-in capital	913,522,000	771,052,000
Accumulated deficit	(856,988,000)	(692,362,000)
Accumulated other comprehensive loss	(8,484,000)	(10,677,000)
Total stockholders’ equity	48,138,000	68,088,000
Total liabilities and stockholders’ equity	$ 835,513,000	$ 1,088,940,000

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Feb. 23, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	000-30141
Entity Registrant Name	LIVEPERSON, INC.
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
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 314,293,318
Entity Common Stock, Shares Outstanding		88,111,015
Documents Incorporated by Reference	The information called for by Part III will be incorporated by reference from the Registrant’s definitive Proxy Statement for its Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, or will be included in an amendment to this Form 10-K.
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001102993
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LPSN
Security Exchange Name	NASDAQ
Rights to Purchase Series A Junior Participating Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Rights to Purchase Series A JuniorParticipating Preferred Stock
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Changes in Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows:


	Consolidated

	(In thousands)
Balance as of December 31, 2021	291,215
Adjustments to goodwill:
Acquisitions	15,511
Foreign exchange adjustment	(2,488)
Goodwill reclassified to assets held for sale	(8,024)
Balance as of December 31, 2022	$	296,214
Adjustments to goodwill:
Goodwill impairment (1)	(11,895)
Foreign exchange adjustment	1,312
Balance as of December 31, 2023	$	285,631

(1)The amount represents the entire accumulated goodwill impairment balance as of December 31, 2023.

Summary of Intangible Assets

Intangible assets, net are summarized as follows:


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

	(In thousands)						(In years)
Amortizing intangible assets:
Technology	$	94,549	$	(60,465)	$	34,084	5.0
Customer relationships	32,025		(19,542)		12,483		10.0
Patents	15,350		(1,916)		13,434		12.9
Trademarks	1,400		(707)		693		5.0
Trade names	1,044		(672)		372		2.8
Other	914		(355)		559		4.1
Total	$	145,282	$	(83,657)	$	61,625


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

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

Schedule of Future Amortization Expense

As of December 31, 2023, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
2024	$	15,425
2025	14,982
2026	12,270
2027	1,484
2028	1,297
Thereafter	16,167
Total	$	61,625

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

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Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Options
Options outstanding, beginning balance (in shares)	4,459	4,782	4,332
Granted (in shares)	18	993	1,705
Exercised (in shares)	(67)	(264)	(863)
Cancelled or expired (in shares)	(1,273)	(1,052)	(392)
Options outstanding, ending balance (in shares)	3,137	4,459	4,782
Options vested and expected to vest	379	1,047	1,419
Options exercisable	2,643	2,758	2,564
Weighted Average Exercise Price
Options outstanding, beginning balance (in dollars per share)	$ 24.25	$ 27.52	$ 19.78
Granted (in dollars per share)	11.37	20.34	48.24
Exercised (in dollars per share)	2.62	5.07	13.55
Cancelled (in dollars per share)	22.69	41.56	32.94
Options outstanding, ending balance (in dollars per share)	22.68	24.25	27.52
Options vested and expected to vest (in dollars per share)	28.83	29.80	36.41
Options exercisable (in dollars per share)	$ 21.67	$ 21.26	$ 17.87
Weighted Average Remaining Contractual Term (In years)
Options outstanding	4 years 10 months 2 days	6 years 29 days	6 years 9 months 7 days
Options vested and expected to vest	7 years 10 months 20 days	8 years 21 days	8 years 7 months 9 days
Options exercisable	4 years 2 months 12 days	4 years 11 months 8 days	5 years 18 days
Aggregate Intrinsic Value
Options outstanding	$ 40	$ 1,327	$ 62,300
Options vested and expected to vest	0	242	11,387
Options exercisable	$ 40	$ 986	$ 46,932

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The Company 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 independent service providers (“Experts”) and individual consumers (“Users”) seeking information and knowledge for a fee via mobile and online messaging. During the first quarter of 2023, the Consumer segment (consisting solely of the Kasamba business) was divested. As a result, the divestiture of Kasamba eliminated the Company’s Consumer segment. See Note 20 – Divestiture for additional information.

Subsequent to the divestiture of Kasamba, 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 financial information presented on a consolidated basis. Accordingly, management has determined that the Company operates as one operating and reportable segment.

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:


	December 31,
	2023		2022

	(In thousands)
United States	$	438,420	$	476,040
Germany	45,424		46,323
Israel	—		4,064
Australia	11,660		12,057
Netherlands	5,863		3,470
Other (1)	12,438		13,520
Total long-lived assets	$	513,805	$	555,474

——————————————

(1)U.K., Japan, France, Italy, Spain, Canada, and Singapore.

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.

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Revenue Recognition (Schedule of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 401,983	$ 514,800	$ 469,624
United States
Disaggregation of Revenue [Line Items]
Revenue	277,542	350,349	306,700
Other Americas
Disaggregation of Revenue [Line Items]
Revenue	9,382	12,708	18,128
Total Americas
Disaggregation of Revenue [Line Items]
Revenue	286,924	363,057	324,828
EMEA
Disaggregation of Revenue [Line Items]
Revenue	62,613	74,298	91,227
APAC
Disaggregation of Revenue [Line Items]
Revenue	52,446	77,445	53,569
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	44,800	55,300	56,700
Netherlands
Disaggregation of Revenue [Line Items]
Revenue	$ 800	$ 6,600	$ 4,800

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.

Related Parties	12 Months Ended
Related Parties	Dec. 31, 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. During the year ended December 31, 2023, the Company provided 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 commercial arrangements. These arrangements facilitated Claire’s build out and operations. In connection with the JV Agreement, the Company entered into commercial agreements with Claire, under which the Company agreed to provide custom software development and managed services in exchange for fees governed by the terms and conditions set forth therein. In accordance with guidance under ASC 606, Claire is considered a customer of the Company. Revenues for the services provided to Claire included in the Company’s Consolidated Statements of Operations were $3.8 million and $38.7 million for the years ended December 31, 2023 and 2022, respectively. Accounts receivable totaling $2.1 million as of December 31, 2023 was included in the Company’s consolidated balance sheets, for which the Company recognized $1.5 million in its allowance for credit losses. Total unbilled invoices and accounts receivable were $4.8 million and $1.4 million as of December 31, 2022, respectively, and were included in the Company’s consolidated balance sheets.

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.

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	May 31, 2023	Dec. 31, 2023
WildHealth
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for previous acquisition	$ (12,000)	$ (12,000)
VoiceBase
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, earn-out payments settled		19,900
Tenfold
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, earn-out payments settled		9,300
e-bot7
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, earn-out payments settled		$ 7,700

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (100,435)	$ (225,747)	$ (124,974)
Foreign currency translation adjustment	2,193	(5,113)	(5,644)
Comprehensive loss	$ (98,242)	$ (230,860)	$ (130,618)

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

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. 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 EPS, the Company would assume conversion of the 0.750% Convertible Senior Notes due 2024 (“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 of Current Portion and Capped Call Transactions for additional information about the Notes.

Reconciliation of shares used in calculating basic and diluted EPS for the years ended December 31, 2023, 2022, and 2021, were as follows:


	Year Ended December 31,
	2023		2022		2021
Net loss (in thousands)	$	(100,435)	$	(225,747)	$	(124,974)
Weighted average number of shares outstanding, basic and diluted	78,593,274		74,509,404		69,606,105
Net loss per share, basic and diluted	$	(1.28)	$	(3.03)	$	(1.80)

During the third quarter of 2023, the Company reached settlement agreements regarding the final portions of the VoiceBase and Tenfold earn-outs for approximately $15.0 million and $13.0 million, respectively. These settlements were paid in shares during the year ended December 31, 2023. Additionally, during the fourth quarter of 2023, the Company reached a settlement agreement regarding the eBot-7 earn-out for approximately $8.0 million, which was paid in shares during the year ended December 31, 2023. The assumed conversion of the earn-out settlements 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 years ended December 31, 2023 and 2022, as their effect would have been anti-dilutive:


	Year Ended December 31,
	2023	2022	2021
Shares subject to outstanding common stock options and ESPP	3,186,322	4,459,324	4,782,487
Restricted stock units	5,064,047	5,234,733	3,732,013
Earn-outs	—	12,049,211	1,150,504
Conversion option of the 2024 Notes	1,878,862	5,961,186	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283	6,879,283
Total	17,008,514	34,583,737	22,505,473

Variable Interest Entities	12 Months Ended
Variable Interest Entities	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entity Disclosure	Variable Interest Entities The Company prepares its 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. The agreement entitles WildHealth to control rights sufficient to require the Company to consolidate the balance sheet and results of operations of 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 years ended December 31, 2023 and 2022.

Convertible Senior Notes, Net of Current Portion and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 4,043	$ 3,778	$ 2,499
Amortization of debt discount	0	0	33,309
Total interest expense	4,882	5,503	37,533
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	839	1,725	1,725
Amortization of debt issuance costs	4,043	3,778	2,499
Amortization of debt discount	$ 0	$ 0	$ 33,309

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.

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

Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 145,282	$ 143,930
Accumulated Amortization	(83,657)	(65,827)
Total	61,625	78,103
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	94,549	97,454
Accumulated Amortization	(60,465)	(45,907)
Total	$ 34,084	$ 51,547
Weighted Average Amortization Period	5 years	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 32,025	$ 31,987
Accumulated Amortization	(19,542)	(17,392)
Total	$ 12,483	$ 14,595
Weighted Average Amortization Period	10 years	10 years
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,350	$ 11,088
Accumulated Amortization	(1,916)	(1,419)
Total	$ 13,434	$ 9,669
Weighted Average Amortization Period	12 years 10 months 24 days	12 years 9 months 18 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,400	$ 1,044
Accumulated Amortization	(707)	(364)
Total	$ 693	$ 680
Weighted Average Amortization Period	5 years	5 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,044	$ 1,378
Accumulated Amortization	(672)	(402)
Total	$ 372	$ 976
Weighted Average Amortization Period	2 years 9 months 18 days	2 years 9 months 18 days
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 914	$ 979
Accumulated Amortization	(355)	(343)
Total	$ 559	$ 636
Weighted Average Amortization Period	4 years 1 month 6 days	4 years 1 month 6 days

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
United States	$	(95,773)	$	(220,060)	$	(128,210)
Israel	1,074		1,464		1,414
United Kingdom	1,481		1,428		1,145
Netherlands	2,030		2,514		3,629
Australia	(412)		533		755
Germany	(5,453)		(10,400)		(6,450)
Other (1)	781		501		339
Total	$	(96,272)	$	(224,020)	$	(127,378)

——————————————

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

Schedule of Provision For Income Taxes

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Current income taxes:
U.S. Federal	$	—	$	—	$	(22)
State and local	239		431		159
Foreign	2,878		2,458		3,698
Total current income taxes	3,117		2,889		3,835

Deferred income taxes:
U.S. Federal	651		(1,153)		(2,908)
State and local	488		79		20
Foreign	(93)		(88)		(3,351)
Total deferred income taxes	1,046		(1,162)		(6,239)
Total provision for (benefit from) income taxes	$	4,163	$	1,727	$	(2,404)

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

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


	December 31,
	2023		2022		2021
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	3.94	%	2.89	%	4.83	%
Non-deductible expenses – stock-based compensation	(0.55)	%	(1.30)	%	(1.73)	%

Non-deductible expenses – earn-out	5.50	%	(3.15)	%	—	%
Non-deductible excess compensation	(0.04)	%	(0.14)	%	(2.30)	%
Foreign taxes	(0.94)	%	(0.15)	%	(0.86)	%
Valuation allowance	(24.40)	%	(17.33)	%	(26.92)	%
Stock based compensation – excess tax benefit / (tax deficiency)	(7.00)	%	(2.12)	%	6.58	%
Goodwill impairment	(2.59)	%	—	%	—	%
Sale of subsidiary	1.69	%	—	%	—	%
Other	(0.93)	%	(0.48)	%	1.29	%
Total provision	(4.32)	%	(0.78)	%	1.89	%

Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities

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


	December 31,
	2023		2022

	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	157,919	$	141,011
Foreign tax credit	—		1,222
R&D tax credit	1,757		1,761
Original issue discount	6,236		9,515
Interest	4,582		2,665
Operating lease liability	2,111		760
Accounts payable and accrued expenses	6,934		7,270
Non-cash compensation	10,632		17,271
R&D capitalization	52,878		39,182
Allowance for credit loss	1,884		5,091
Total deferred tax assets	244,933		225,748
Less valuation allowance	(211,234)		(187,525)
Deferred tax assets, net of valuation allowance	33,699		38,223
Deferred tax liabilities:
Property and equipment	(13,214)		(15,105)
Intangibles amortization	(8,985)		(13,142)
Goodwill amortization and contingent earn-out adjustments	(7,999)		(7,012)
Outside basis difference in subsidiary stock	—		(567)
Operating lease right-of-use asset	(1,904)		(524)
Total deferred tax liabilities	(32,102)		(36,350)
Net deferred tax assets	$	1,597	$	1,873

Schedule of Unrecognized Tax Benefits Roll Forward

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Unrecognized tax benefits balance, beginning of year	$	2,721	$	2,917	$	3,615
Increase due to business combinations	—		—		488

Gross increase for tax positions of current years	340		205		376

Decrease due to settlement	—		—		(1,562)
Uncertain tax basis classified as held-for-sale liabilities	—		(401)		—
Unrecognized tax benefits, end of year	$	3,061	$	2,721	$	2,917

Divestiture

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

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”). 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. 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 consolidated balance sheets as of December 31, 2023. $11.8 million was required to be held in various escrow accounts for up to 15 months, and was included in restricted cash on the Company’s consolidated balance sheets; however, $9.8 million of this escrow amount was released as of December 31, 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 consolidated statements of operations during the year ended December 31, 2023. The Company received $0.9 million in cash in connection with the net working capital settlement during the third quarter of 2023.

Major classes of assets and liabilities sold were as follows:


	As of March 20, 2023
Assets	(In thousands)
Cash and cash equivalents	$	3,058
Accounts receivable, net	381
Prepaid expenses and other current assets	956
Property and equipment, net	9,614
Goodwill	8,024
Deferred tax assets	721
Other assets	334
Total assets held for sale	$	23,088

Liabilities
Accounts payable	$	2,433
Accrued expenses and other current liabilities	4,859
Deferred tax liability	798
Deferred revenue	679
Total liabilities related to assets held for sale	$	8,769

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

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

•Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets

or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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

Financial Assets and Liabilities

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


	December 31, 2023
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	174,701	$	—	$	—	$	174,701
Total assets	$	174,701	$	—	$	—	$	174,701


	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. During 2022, the unobservable inputs used for valuation of the earn-outs primarily included asset volatility, revenue volatility, weighted-average cost of capital and market price of risk for revenue. For 2023, the fair value was based on the negotiated contracts with the selling shareholders. Significant changes in unobservable inputs could result in significantly lower or higher fair value measurements.

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)
December 31, 2023
2024 and 2026 Notes	2	$	435,883	$	589,992	$	(6,034)	$	583,958
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 of Current Portion and Capped Call Transactions for additional information.

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


	December 31,
	2023		2022

	(In thousands)
Balance, beginning of year	$	72,221	$	29,830
Additions in the period	—		61,920
Change in fair value of contingent consideration	4,629		(8,516)
Change in fair value of liability awards	(27,857)		(11,013)
Payments	(48,993)		—
Balance, end of year	$	—	$	72,221

Certain former stakeholders of the Company’s acquisitions were eligible to receive additional cash or share considerations based on the attainment of certain operating metrics in the periods subsequent to the acquisitions of e-bot7, Tenfold and VoiceBase. These earn-out arrangements were accounted for as either contingent considerations arrangements or compensation arrangements. Contingent considerations were fair valued using significant inputs that are not observable in the market.

The earn-outs determined to be compensatory were remeasured each reporting period based on whether the performance targets were probable of being achieved and recognized over the related service periods. During the year ended December 31, 2023, the Company settled the VoiceBase, Tenfold and e-Bot7 earn-outs for approximately $19.9 million, $9.3 million, and $7.7 million, respectively.

During the year ended December 31, 2023, the Company paid approximately $12.0 million in connection with the WildHealth settlement. Refer to Note 9 – Acquisitions for additional information.

Changes to the fair value of the earnouts were recognized as a component of stock-based compensation expense and other income (expense), net in the accompanying consolidated statements of operations. Payments in cash were recognized as a component of compensation expense and payments in stock were recognized as a component of equity in the accompanying consolidated statements of operations. The carrying value of earnout liabilities are recorded in accrued expenses and other current liabilities and other liabilities as of December 31, 2022 in the accompanying consolidated balance sheet. There were no outstanding earnout liabilities as of December 31, 2023.

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.

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2023

Disposal Groups, Including Discontinued Operations

Major classes of assets and liabilities sold were as follows:


	As of March 20, 2023
Assets	(In thousands)
Cash and cash equivalents	$	3,058
Accounts receivable, net	381
Prepaid expenses and other current assets	956
Property and equipment, net	9,614
Goodwill	8,024
Deferred tax assets	721
Other assets	334
Total assets held for sale	$	23,088

Liabilities
Accounts payable	$	2,433
Accrued expenses and other current liabilities	4,859
Deferred tax liability	798
Deferred revenue	679
Total liabilities related to assets held for sale	$	8,769

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.

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Schedule of Carrying Amount of Liability Component of Convertible Debt

Description of Business and Summary of Significant Accounting Policies - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Other assets	$ 8,757	$ 4,196
Prepaid Software Maintenance	8,592	8,508
VAT receivable	4,399	4,155
Prepaid Server Maintenance	2,634	3,988
Prepaid - Other	2,599	2,900
Prepaid expenses and other current assets (Note 1)	$ 26,981	$ 23,747

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Tax Benefits Preservation Plan On January 22, 2024, the Company entered into a Tax Benefits Preservation Plan designed to reduce the risk of substantial impairment to its NOLs that could result from an “ownership change” within the meaning of Section 382 of the Code. The Tax Benefits Preservation Plan creates a disincentive for any person or group of affiliated or associated persons to acquire 4.9% or more of the Company’s outstanding common stock (any such person or group, an “Acquiring Person”), or to further accumulate shares of the Company’s outstanding common stock if such person or group of person already owns 4.9% or more of the Company’s outstanding common stock, without the approval of the Company’s Board, unless and until the Board determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for preservation of the Company’s NOLs. In connection therewith, on January 22, 2024, the Board authorized a dividend of one right (a “Right”) for each outstanding share of common stock of the Company. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, at a price of $18.00, subject to certain adjustments. The Rights will separate from the common stock and become exercisable and separately transferrable at the close of business on the date that is the tenth (10th) business day after the earlier of (i) the date on which on which a press release is issued or other public announcement is made indicating that a person or group of affiliated or associated persons has become an Acquiring Person and (ii) the date on which a tender offer or exchange offer is commenced that, upon consummation, would result in a person or group of affiliated or associated persons becoming an Acquiring Person. If issued and not redeemed by the Company, each holder of a Right (other than the Acquiring Person, the Rights of which shall become null and void) will, upon exercise, be entitled to purchase shares of the Company’s common stock having a then-current market value equal to two times the exercise price of the Right. However, prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Convertible Senior Notes due 2024 and Capped Calls On March 1, 2024, the Company repaid in full at maturity the outstanding $72.5 million in aggregate principal amount of the 2024 Notes.

Convertible Senior Notes, Net of Current Portion and Capped Call Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

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


	December 31,
	2023		2022

	(In thousands)
Principal	$	589,992	$	747,500
Unamortized issuance costs	(6,034)		(10,077)
Total net carrying value	583,958		737,423
Less: Short-term debt, net	72,393		—
Long-term debt, net	$	511,565	$	737,423

Schedule of Interest Expense Incurred

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands)
Contractual interest expense	$	839	$	1,725	$	1,725
Amortization of debt issuance costs	4,043		3,778		2,499
Amortization of debt discount	—		—		33,309
Total interest expense	$	4,882	$	5,503	$	37,533

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net loss	$ (100,435)	$ (225,747)	$ (124,974)

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