0001102993-24-000173 | 10-Q | XBRL Viewer

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

9 Months Ended

Sep. 30, 2024

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

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 was payable semi-annually in arrears on March 1 and

September 1 of each year. The 2024 Notes matured on March 1, 2024, on which date the Company repaid in full the outstanding $72.5 million in aggregate principal amount of the 2024 Notes.

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 $149.7 million in cash for the repurchase of $157.5 million in aggregate principal amount of the 2024 Notes (the “Note Repurchases”). During the first quarter of 2023, the Company recognized a $6.1 million gain, net of transaction costs of $0.5 million on debt extinguishment, which represented the difference between the carrying value and the fair value of the 2024 Notes just prior to the Note Repurchases, which was recorded in Other (expense) income, net in the condensed consolidated statements of operations. The gain on debt extinguishment was subsequently adjusted by an immaterial amount of $1.1 million with a total gain of $7.2 million reported as of December 31, 2023.

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

As of September 30, 2024, there was no outstanding principal amount of the 2024 Notes.

Convertible Senior Notes due 2026 and Capped Calls

In December 2020, the Company issued $517.5 million aggregate principal amount of its 2026 Notes in a private placement, of which $361.2 million aggregate principal amount was outstanding as of September 30, 2024. The 2026 Notes are senior unsecured obligations of the Company.

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 $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. The indenture governing the 2026 Notes contains events of default customary for convertible notes issued in connection with similar transactions. If the Company undergoes a “fundamental change” (as defined in the indenture governing the 2026 Notes), which includes a change of control or the failure of the Company’s common stock to be listed or quoted on any of the Nasdaq Global Select Market, The Nasdaq Global Market or the New York Stock Exchange, holders may require the Company to repurchase for cash all or any portion of their 2026 Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.

Holders of the 2026 Notes may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2026 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) with respect to any 2026 Notes that the Company calls for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after August 15, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon

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

During the three and nine months ended September 30, 2024, the conditions allowing holders of the 2026 Notes to convert were not met.

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 condensed consolidated balance sheets.

Pursuant to a privately negotiated exchange and purchase agreement (the “Exchange and Purchase Agreement”), on June 3, 2024, the Company exchanged $146.0 million principal amount of the 2026 Notes then held by an investor for $100.0 million principal amount of new 2029 Notes, and the same investor purchased an additional $50.0 million principal amount of the 2029 Notes for cash. In connection with the exchange and purchase, the Company also issued the Warrants (as defined below) to the investor, and the investor agreed to purchase up to $50.0 million of additional 2029 Notes upon the Company’s request at any time prior to December 3, 2024 (the “Delayed Draw Notes”). As a result of the exchange and purchase transactions, during the second quarter of 2024, the Company recognized a $68.1 million gain on debt extinguishment which represented the difference between the carrying value of the 2026 Notes so exchanged and the collective fair value of the 2029 Notes and the Warrants, net of the cash payment received from the investor. The extinguishment gain was recorded in Gain on debt extinguishment in the condensed consolidated statements of operations.

On June 13, 2024, the Company repurchased $10.3 million principal amount of the 2026 Notes for $4.9 million in cash. As a result of the transaction, during the second quarter of 2024, the Company recognized a $5.0 million gain on debt extinguishment, which was recorded in Gain on debt extinguishment in the condensed consolidated statements of operations.

As a result of the adoption of ASU 2020-06 “Debt - Debt with Conversion and Other Options (Subtopic 815-40) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), the 2026 Notes are accounted for as a single liability. The 2026 Notes were classified as long-term liabilities in the condensed consolidated balance sheets as of September 30, 2024. After the completion of the exchange and repurchase, the aggregate principal amount of the 2026 Notes was reduced by $156.3 million to $361.2 million and the carrying amount of the 2026 Notes reduced by $154.7 million to $357.8 million. A corresponding portion of the 2026 capped calls were terminated in connection following the transactions as required by their terms for no consideration. The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 2.4 years at an effective interest rate of 0.40% for the three months ended September 30, 2024.

First Lien Convertible Senior Notes due 2029

In June 2024, the Company issued $150.0 million aggregate principal amount of its 2029 Notes pursuant to the Exchange and Purchase Agreement including $100.0 million aggregate principal amount issued in exchange for $146.0 million aggregate principal amount of 2026 Notes and $50.0 million aggregate principal amount issued for cash. The Company paid third parties $7.6 million in connection with the transaction, which was capitalized as debt issuance costs. At the time of the exchange, the fair value of the 2029 Notes approximated $118.1 million, and the Company recognized a debt discount of $31.9 million.

Unless earlier repurchased or redeemed by the Company or converted pursuant to their terms, the 2029 Notes will mature on the earlier of (a) June 15, 2029 and (b) 91 days before the maturity of the 2026 Notes, if greater than $60.0 million principal amount of 2026 Notes remains outstanding on such date. The amount payable by the Company if the 2029 Notes

mature pursuant to clause (b) will be equal to 100% of the aggregate principal amount of the 2029 Notes, plus accrued and unpaid interest, plus the remaining future interest payments that would have been payable through June 15, 2029, discounted at a rate equal to the comparable treasury rate plus 50 basis points (the “Make-Whole Amount”).

From June 3, 2024, until the earlier of the date of issuance of the Delayed Draw Notes and December 15, 2026, interest on the 2029 Notes will accrue at a rate of 10.83% (consisting of 4.17% cash and 6.66% paid in kind (“PIK”)) per annum. From the date of issuance of the Delayed Draw Notes and prior to December 15, 2026, interest on the 2029 Notes will increase and accrue at a rate of 11.375% (consisting of 4.375% cash and 7.00% PIK) per annum. On and after December 15, 2026, interest on the 2029 Notes will further increase and accrue at a rate of 13% (consisting of 5% cash and 8% PIK) per annum.

The Company may, at its option, redeem the 2029 Notes, in whole or in part, prior to June 15, 2025 at a price equal to the Make-Whole Amount. On or after June 15, 2025, and prior to June 15, 2026, the Company may, at its option, redeem the 2029 Notes, in whole or in part for an amount of cash equal to the sum of (i) 106.50% of the aggregate principal amount of the 2029 Notes (including all increases to the principal amount as the result of previous payments of PIK interest) plus (ii) 106.50% of all accrued and unpaid PIK interest plus (iii) all accrued and unpaid cash interest. On or after June 15, 2026, and prior to December 15, 2026, the Company may, at its option, redeem the 2029 Notes, in whole or in part for an amount of cash equal to the sum of (i) 103.25% of the aggregate principal amount of the 2029 Notes (including all increases to the principal amount as the result of previous payments of PIK interest) plus (ii) 103.25% of all accrued and unpaid PIK interest plus (iii) all accrued and unpaid cash interest. From December 15, 2026 until maturity, the Company may, at its option, redeem the 2029 Notes, in whole or in part for an amount of cash equal to the sum of (i) 113% of the aggregate principal amount of the 2029 Notes (including all increases to the principal amount as the result of previous payments of PIK interest) plus (ii) 113% of all accrued and unpaid PIK interest plus (iii) all accrued and unpaid cash interest. In addition, the Make-Whole Amount will be payable in the event of an acceleration of the 2029 Notes or repurchase triggered by certain asset sales. No sinking fund is provided for the 2029 Notes.

The 2029 Notes are guaranteed on a senior basis by certain of the Company’s direct and indirect domestic and foreign subsidiaries and secured by first priority security interests in substantially all of the assets of the Company and such subsidiary guarantors, subject to customary exceptions. The indenture governing the 2029 Notes contains affirmative and negative covenants and events of default customary for senior secured notes issued in connection with similar transactions. The negative covenants include limitations on asset sales, the incurrence of debt, preferred stock and liens, fundamental changes, investments, dividends and other payment restrictions affecting subsidiaries, restricted payments and transactions with affiliates. Among other things, these covenants generally prohibit the payment of cash dividends on the Company’s common stock. The indenture governing the 2029 Notes permits the Company and its subsidiaries to incur, subject to certain requirements, up to $150.0 million of debt that is junior in lien priority and subordinated in right of payment to the 2029 Notes. The indenture governing the 2029 Notes also includes a financial covenant that requires the Company at all times to maintain a minimum cash balance of $60.0 million (excluding proceeds of the 2029 Notes). Upon request of the investor, the indenture governing the 2029 Notes requires the Company to enter into a registration rights agreement with respect to the 2029 Notes containing customary terms including demand, shelf and piggyback registration rights. The Company was in compliance with its financial covenants as of September 30, 2024.

If the Company undergoes a “fundamental change” (as defined in the indenture governing the 2029 Notes), which includes a change of control or the failure of the Company’s common stock to be listed or quoted on any of the Nasdaq Global Select Market, The Nasdaq Global Market or the New York Stock Exchange, holders may require the Company to repurchase all or any portion of their 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest, plus an amount equal to 66% of the remaining future interest payments (including PIK interest) that would have been payable through June 15, 2029, discounted at a rate equal to the comparable treasury rate plus 50 basis points.

Holders of the 2029 Notes may convert their 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (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 2029 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 2029 Notes) per $1,000 principal amount of 2029 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 product of (x) the quotient of (i) the “conversion amount” (as defined in the Indenture) in respect of $1,000 principal amount of the 2029 Notes on such trading day divided by (ii) 1,000 times (y) the conversion rate for the 2029 Notes on each such trading day; (3) with respect to any 2029 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; (4) upon the occurrence of specified corporate events; or (5) during the period from August 17, 2026 through September 14, 2026, if the aggregate principal amount of 2026 Notes exceeds $60.0 million on August 16, 2026. On or after February 15, 2029, holders may convert all or any portion of their 2029 Notes at any time prior to the close of business on June 13, 2029, regardless of the foregoing circumstances. The 2029 Notes include certain embedded features requiring bifurcation, which did not have material values as of September 30, 2024 due to management’s estimates of the likelihood of triggering events, but that may have value in the future should those estimates change, with any change in fair value recorded in the Company’s condensed consolidated statements of operations.

The 2029 Notes (including all accrued and unpaid interest) are convertible at the option of the holders at certain times into cash based on a daily conversion value calculated on a proportionate basis for each trading day in a 50 trading day observation period, initially corresponding to 13.2933 shares of the Company’s common stock per $1,000 principal amount of 2029 Notes. The Company is not required to deliver its common stock upon conversion under any circumstances. The conversion rate for the 2029 Notes is subject to adjustment if certain events occur and contains customary anti-dilution protections. During the three months ended September 30, 2024, the conditions allowing holders of the 2029 Notes to convert were not met.

As a result of the adoption of ASU 2020-06, the 2029 Notes are accounted for as a single liability, and the carrying amount of the 2029 Notes is $112.2 million as of September 30, 2024, consisting of principal of $150.0 million, net of unamortized issuance costs of $7.2 million and debt discount of $30.5 million. The 2029 Notes were classified as long-term liabilities in the condensed consolidated balance sheets as of September 30, 2024. The remaining term over which the 2029 Notes’ debt issuance costs will be amortized is 4.8 years at an effective interest rate of 19.18% as of September 30, 2024.

Unamortized debt issuance costs incurred in connection with securing the Company’s financing arrangements are presented in the condensed 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 Notes as of the dates presented is as follows:


	September 30, 2024						December 31, 2023

	2026 Notes		2029 Notes		Total		2024 Notes		2026 Notes		Total
	(In thousands)						(In thousands)
Principal	$	361,204	$	150,000	$	511,204	$	72,492	$	517,500	$	589,992
Unamortized debt discount	—		(30,543)		(30,543)		—		—		—
Unamortized issuance costs	(3,115)		(7,242)		(10,357)		(99)		(5,935)		(6,034)
Total net carrying value	$	358,089	$	112,215	$	470,304	$	72,393	$	511,565	$	583,958
Less: short-term debt, net	—		—		—		72,393		—		72,393
Long-term debt, net	$	358,089	$	112,215	$	470,304	$	—	$	511,565	$	511,565

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Contractual interest expense	$	5,341	$	136	$	7,022	$	705
Accretion of debt discount	1,034		—		1,335		—
Amortization of debt issuance costs	603		657		1,744		3,384
Total interest expense	$	6,978	$	793	$	10,101	$	4,089

Interest expense of $7.0 million and $10.1 million is reflected as a component of interest (expense) income, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively. Interest expense was $0.8 million and $4.1 million for the three and nine months ended September 30, 2023, respectively.

Warrants

On June 3, 2024, pursuant to the Exchange and Purchase Agreement, the Company issued to the investor 10-year warrants with a strike price of $0.75 per share, exercisable for 9,746,723 shares of the Company’s common stock (the “Share-Settled Warrants”) and 10-year warrants with a strike price of $0.75 per share, exercisable with respect to a notional amount of 2,344,775 shares of the Company’s common stock for cash payments equal to the excess of “fair market value” (as defined therein) per share over the strike price, fully diluted subject to certain adjustments (the “Cash-Settled Warrants,” and collectively with the Share-Settled Warrants, the “Warrants.”).

The Cash-Settled Warrants will permit the Company, subject to certain conditions (including to the extent that the Company, following payment, would have “available cash” (as defined therein) of less than $100.0 million), to defer payment of the settlement amount at an annualized interest rate of 6.0%, compounded monthly. Warrants outstanding at the 10-year expiration will be exercised automatically (and in the case of the Share-Settled Warrants, will be exercised on a cashless basis) if, immediately prior to the expiration, the Fair Market Value per share is greater than the strike price.

The Warrants contain customary anti-dilution protections and a beneficial ownership limitation on the investor’s ownership of the Company’s common stock, on a post-exercise basis (aggregating all securities convertible into or exercisable for the Company’s common stock), of 4.99%, subject to increase upon 61 days’ notice by the investor, but not to exceed 9.99%.

The Warrants were classified as current liabilities in the Company’s condensed consolidated balance sheet and recorded at fair value of $5.3 million at the issuance date with any subsequent changes in fair value to be recorded in the Company’s condensed consolidated statements of operations. As of September 30, 2024, the Warrants had a fair value of $13.1 million. A loss of $7.8 million for the change in fair value was recorded in Other (expense) income, net, in the Company’s condensed consolidated statements of operations for the three months ended September 30, 2024.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue from related parties	$ 74,244	$ 101,332	$ 239,268	$ 306,515
Accounts receivable, related parties	49,947		49,947		$ 81,802
Accounts for doubtful accounts	9,532		9,532		$ 9,290	$ 9,239
Related Party
Related Party Transaction [Line Items]
Revenue from related parties	$ 0	$ 0	$ 0	$ 3,800

- Definition

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

+ References

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

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

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

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

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

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

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

+ Details

Variable Interest Entity	9 Months Ended
Variable Interest Entity	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	Variable Interest Entities The Company prepares its condensed consolidated financial statements in accordance with ASC 810, “Consolidation”, which provides for the consolidation of variable interest entities (“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 were VIEs as WildHealth was the primary beneficiary of the PCs. The assets, liabilities, revenues, and operating results of the VIEs after elimination of intercompany transactions were not material during 2024. In the second quarter of 2024, the Company entered into an agreement for and completed the sale of 100% equity in WildHealth. As a result, as of September 30, 2024, the PCs related to WildHealth are no longer considered VIEs of the Company. Refer to Note 19 - Divestitures for additional information.

Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance			$ 285,631
Impairment of goodwill	$ 0	$ (11,895)	(3,627)	$ (11,895)	$ (11,895)
Goodwill, ending balance	282,331		282,331		285,631
Business
Goodwill [Roll Forward]
Goodwill, beginning balance			285,631	296,214	296,214
Impairment of goodwill	0	$ 0	0	$ 0
Foreign exchange adjustment			327		1,312
Goodwill, ending balance	$ 282,331		$ 282,331		$ 285,631

- Definition

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

+ References + Details

Property and Equipment - Schedule of Depreciation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 7,226	$ 7,764	$ 23,165	$ 24,852
Cost of revenue
Property, Plant and Equipment [Line Items]
Depreciation expense	1,701	1,949	5,154	6,382
Sales and marketing
Property, Plant and Equipment [Line Items]
Depreciation expense	752	809	2,392	2,276
General and administrative
Property, Plant and Equipment [Line Items]
Depreciation expense	35	73	226	373
Product development
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 4,738	$ 4,933	$ 15,393	$ 15,821

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring expense	$ 1,448	$ 2,097	$ 7,876	$ 15,999

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock, Common	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022		78,350,984	(2,766,073)
Beginning balance at Dec. 31, 2022	$ 68,088	$ 78	$ (3)	$ 771,052	$ (692,362)	$ (10,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)		18,687
Common stock issued upon exercise of stock options	130			130
Common stock issued upon vesting of restricted stock units (in shares)		413,252
Common stock issued upon vesting of restricted stock units	1	$ 1
Stock-based compensation	9,560			9,560
Common stock issued under Employee Stock Purchase Plan (in shares)		87,794
Common stock issued under Employee Stock Purchase Plan (ESPP)	724			724
Issuance of common stock in connection with acquisitions	380			380
Activity related to divestiture (Note 19)	2,732			66,775	(64,100)	57
Net loss	(17,420)				(17,420)
Other comprehensive loss	809					809
Ending balance (in shares) at Mar. 31, 2023		78,870,717	(2,766,073)
Ending balance at Mar. 31, 2023	65,004	$ 79	$ (3)	848,621	(773,882)	(9,811)
Beginning balance (in shares) at Dec. 31, 2022		78,350,984	(2,766,073)
Beginning balance at Dec. 31, 2022	68,088	$ 78	$ (3)	771,052	(692,362)	(10,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(59,910)
Ending balance (in shares) at Sep. 30, 2023		81,190,765	(2,766,073)
Ending balance at Sep. 30, 2023	45,081	$ 81	$ (3)	872,958	(816,372)	(11,583)
Beginning balance (in shares) at Mar. 31, 2023		78,870,717	(2,766,073)
Beginning balance at Mar. 31, 2023	65,004	$ 79	$ (3)	848,621	(773,882)	(9,811)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)		11,154
Common stock issued upon exercise of stock options	8			8
Common stock issued upon vesting of restricted stock units (in shares)		295,564
Common stock issued upon vesting of restricted stock units	0
Stock-based compensation	8,380			8,380
Common stock issued under Employee Stock Purchase Plan (in shares)		97,832
Common stock issued under Employee Stock Purchase Plan (ESPP)	397			397
Issuance of common stock in connection with acquisitions (in shares)		1,036,823
Issuance of common stock in connection with acquisitions	5,148	$ 1		5,147
Net loss	10,822				10,822
Other comprehensive loss	386					386
Ending balance (in shares) at Jun. 30, 2023		80,312,090	(2,766,073)
Ending balance at Jun. 30, 2023	90,145	$ 80	$ (3)	862,553	(763,060)	(9,425)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)		17,727
Common stock issued upon exercise of stock options	15			15
Common stock issued upon vesting of restricted stock units (in shares)		588,159
Common stock issued upon vesting of restricted stock units	2	$ 1		1
Stock-based compensation	8,849			8,849
Common stock issued under Employee Stock Purchase Plan (in shares)		82,747
Common stock issued under Employee Stock Purchase Plan (ESPP)	348			348
Issuance of common stock in connection with acquisitions (in shares)		190,042
Issuance of common stock in connection with acquisitions	1,192			1,192
Net loss	(53,312)				(53,312)
Other comprehensive loss	(2,158)					(2,158)
Ending balance (in shares) at Sep. 30, 2023		81,190,765	(2,766,073)
Ending balance at Sep. 30, 2023	45,081	$ 81	$ (3)	872,958	(816,372)	(11,583)
Beginning balance (in shares) at Dec. 31, 2023		90,603,519	(2,766,073)
Beginning balance at Dec. 31, 2023	48,138	$ 91	$ (3)	913,522	(856,988)	(8,484)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon vesting of restricted stock units (in shares)		432,701
Common stock issued upon vesting of restricted stock units	1			1
Stock-based compensation	8,251			8,251
Common stock issued under Employee Stock Purchase Plan (in shares)		95,603
Common stock issued under Employee Stock Purchase Plan (ESPP)	122			122
Net loss	(35,631)				(35,631)
Other comprehensive loss	(1,698)					(1,698)
Ending balance (in shares) at Mar. 31, 2024		91,131,823	(2,766,073)
Ending balance at Mar. 31, 2024	19,183	$ 91	$ (3)	921,896	(892,619)	(10,182)
Beginning balance (in shares) at Dec. 31, 2023		90,603,519	(2,766,073)
Beginning balance at Dec. 31, 2023	48,138	$ 91	$ (3)	913,522	(856,988)	(8,484)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(22,145)
Ending balance (in shares) at Sep. 30, 2024		93,076,963	(2,766,073)
Ending balance at Sep. 30, 2024	45,906	$ 93	$ (3)	932,602	(879,133)	(7,653)
Beginning balance (in shares) at Mar. 31, 2024		91,131,823	(2,766,073)
Beginning balance at Mar. 31, 2024	19,183	$ 91	$ (3)	921,896	(892,619)	(10,182)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon vesting of restricted stock units (in shares)		536,424
Common stock issued upon vesting of restricted stock units	2	$ 1		1
Stock-based compensation	5,762			5,762
Common stock issued under Employee Stock Purchase Plan (in shares)		84,273
Common stock issued under Employee Stock Purchase Plan (ESPP)	55			55
Activity related to divestiture (Note 19)	(185)			(185)
Net loss	41,795				41,795
Other comprehensive loss	(6)					(6)
Ending balance (in shares) at Jun. 30, 2024		91,752,520	(2,766,073)
Ending balance at Jun. 30, 2024	66,606	$ 92	$ (3)	927,529	(850,824)	(10,188)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of stock options (in shares)		13
Common stock issued upon vesting of restricted stock units (in shares)		1,249,035
Common stock issued upon vesting of restricted stock units	0	$ 1		(1)
Stock-based compensation	4,981			4,981
Common stock issued under Employee Stock Purchase Plan (in shares)		75,395
Common stock issued under Employee Stock Purchase Plan (ESPP)	93			93
Net loss	(28,309)				(28,309)
Other comprehensive loss	2,535					2,535
Ending balance (in shares) at Sep. 30, 2024		93,076,963	(2,766,073)
Ending balance at Sep. 30, 2024	$ 45,906	$ 93	$ (3)	$ 932,602	$ (879,133)	$ (7,653)

Legal Matters	9 Months Ended
Legal Matters	Sep. 30, 2024
Commitments and Contingencies Disclosure [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. On May 31, 2024, the plaintiff filed an amended complaint. The Company moved to dismiss the amended complaint on August 1, 2024. 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 Marti 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. Between June and September 2024, four other purported derivative actions were filed by purported stockholders 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. These three purported derivative actions, similar to the Marti litigation, claim that the Company itself was harmed by the same acts and omissions underlying the Damri federal securities lawsuit, and seek to recover unspecified losses on behalf of the Company. The three actions are entitled: (i) Steffens v. Block, No. 1:24-cv-04481, filed in the United States District Court for the Southern District of New York; (ii) Ravi v. LoCascio, Index No. 653498/2024, filed in the Supreme Court of the State of New York, New York County, (iii) Morales v. LoCascio, No. 1:24-cv-05297, filed in the United States District Court for the Southern District of New York, and (iv) Perkins v. LoCascio, Index No. 654992/2024, filed in the Supreme Court of the State of New York, New York County. The Marti, Steffens and Morales cases are 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. The plaintiff has sought $850,000 in fees and expenses, which the Company has opposed. On September 5, 2024, the Court awarded the plaintiff $735,000, which has been paid and is recorded in General and administrative expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024. 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. The defendants have filed an answer denying the substantive allegations of the complaint. 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 previously provided products and services related to COVID-19 testing and accompanying software. Those products and services have been the subject of inquiry and review by Medicare, the Department of Justice and the U.S. Food and Drug Administration. The Company has discontinued all products and services related to COVID-19, and has responded to and intends to continue to cooperate with governmental inquiries related to its 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 the Company’s 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, “Contingencies”. 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.

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Line Items]
Impairment of goodwill	$ 0		$ 11,895	$ 3,627	$ 11,895	$ 11,895
Amortization of purchased intangible assets	823		894	2,388	2,644
Impairment of intangibles and other assets	0		2,959	10,568	2,959
Business
Goodwill [Line Items]
Impairment of goodwill	0		0	0	0
WildHealth
Goodwill [Line Items]
Asset impairment charges		$ 3,600
WildHealth
Goodwill [Line Items]
Other asset impairment charges	0	$ 2,200	3,000
Cost of revenue
Goodwill [Line Items]
Amortization of purchased intangible assets	3,700		5,500	11,600	16,400
Amortization of purchased intangibles	$ 2,900		$ 4,600	$ 9,200	$ 13,700

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill as of September 30, 2024 and December 31, 2023 are as follows:


	Consolidated

	(In thousands)
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
Adjustments to goodwill:

Goodwill impairment (1)	(3,627)
Foreign exchange adjustment	327
Balance as of September 30, 2024	$	282,331

——————————————

(1) The sum of these amounts represents the accumulated goodwill impairment balance in our operating segment as of September 30, 2024.

Summary of Intangible Assets

Intangible assets are summarized as follows as of the dates presented:


	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

	(In thousands)						(In years)
Amortizing intangible assets:
Technology	$	94,586	$	(70,923)	$	23,663	5.0
Customer relationships	32,066		(21,143)		10,923		10.0
Patents	17,088		(2,394)		14,694		12.6
Trademarks	1,404		(863)		541		5.0
Trade names	1,045		(1,045)		—		2.8
Other	914		(835)		79		4.1
Total	$	147,103	$	(97,203)	$	49,900


	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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of September 30, 2024, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
Remainder of 2024	$	3,660
2025	14,230
2026	11,544
2027	1,436
2028	1,368
Thereafter	17,662
Total	$	49,900

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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

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

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

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

+ Details

Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Operating right of use assets	$ 98	$ 4,135
Finance right of use assets	138	3,060
Current liabilities:
Operating Lease, Liability, Current	141	2,719
Finance lease liability	114	3,037
Non-current:
Operating Lease, Liability, Noncurrent	0	2,173
Finance lease liabilities	$ 0	$ 85

Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Amortization of debt issuance costs and debt discount			$ 3,079	$ 3,384
Total interest expense	$ 7,000	$ 800		4,100
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	5,341	136	7,022	705
Accretion of debt discount	1,034	0	1,335	0
Amortization of debt issuance costs and debt discount	603	657	1,744	3,384
Total interest expense	$ 6,978	$ 793	$ 10,101	$ 4,089

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

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

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

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

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Employee Benefit Plans The Company has a 401(k) defined contribution plan covering all eligible employees. The Company’s 401(k) policy is a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Salaries and related expenses include $0.5 million and $0.8 million of employer matching contributions for the three months ended September 30, 2024 and 2023, respectively, and $2.3 million and $3.1 million for the nine months ended September 30, 2024 and 2023, respectively. Letters of Credit As of September 30, 2024, the Company had letters of credit totaling $0.5 million outstanding as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Contractual obligations The Company’s purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. These purchase obligation agreements are primarily related to contracts with vendors in connection with Information Technology (“IT”) infrastructure and cloud computing-related services with remaining terms of two years or less. The Company’s contractual obligations as of September 30, 2024, did not materially change from the amounts disclosed in the Company’s 2023 Annual Report on Form 10-K. 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 subject to customary deductibles. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of the three and nine months ended September 30, 2024 and 2023.

Restructuring (Tables)

9 Months Ended

Sep. 30, 2024

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 condensed consolidated balance sheets as of the dates presented:


	September 30, 2024		December 31, 2023
	(In thousands)
Balance, beginning of the year	$	2,076	$	803

IT contract termination (reversals) costs	(568)		5,744
Severance and other compensation associated costs	8,444		16,920
Cash payments	(7,947)		(21,391)
Balance, end of period	$	2,005	$	2,076

The Company anticipates that payments associated with the employee severance and other compensation associated costs reflected in the table above will be substantially completed by December 31, 2024.

Schedule of Restructuring Liability by Cost Type

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(In thousands)				(In thousands)

IT contract termination reversals	$	—	$	—	$	(568)	$	—
Severance and other associated costs	1,448		2,097		8,444		15,999
Total restructuring costs	$	1,448	$	2,097	$	7,876	$	15,999

Leases (Narrative) (Details)	Sep. 30, 2024
Maximum
Lessee, Lease, Description [Line Items]
Operating leases remaining lease term	1 year

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

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:


	September 30, 2024		December 31, 2023

	(In thousands)
Professional services and consulting and other vendor fees	$	46,577	$	67,585
Payroll and other employee-related costs	10,065		20,767
Warrants liability	13,056		—
Finance lease liability	114		3,037
Restructuring	2,005		2,076
Sales commissions	986		734
Non-income tax	556		556

Other	1,743		2,269
Total	$	75,102	$	97,024

Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total long-lived assets	$ 478,767	$ 513,805
United States
Segment Reporting Information [Line Items]
Total long-lived assets	402,873	438,420
Germany
Segment Reporting Information [Line Items]
Total long-lived assets	43,037	45,424
Australia
Segment Reporting Information [Line Items]
Total long-lived assets	11,749	11,660
Netherlands
Segment Reporting Information [Line Items]
Total long-lived assets	5,853	5,863
Other
Segment Reporting Information [Line Items]
Total long-lived assets	$ 15,255	$ 12,438

Description of Business and Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

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


	September 30, 2024		December 31, 2023

	(In thousands)
Prepaid software maintenance	$	8,604	$	8,592
VAT receivable	4,505		4,399
Prepaid server maintenance	508		2,634
Prepaid - other	3,211		2,599
Other assets	4,380		8,757
Total prepaid expenses and other current assets	$	21,208	$	26,981

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss (in thousands)	$ (28,309)	$ 41,795	$ (35,631)	$ (53,312)	$ 10,822	$ (17,420)	$ (22,145)	$ (59,910)

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Revenue Recognition

9 Months Ended

Sep. 30, 2024

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, and related professional services. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. No single customer accounted for 10% or more of total revenue for the three and nine months ended September 30, 2024 and 2023.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Revenue:
Hosted services (1)	$	62,655	$	85,747	$	201,466	$	254,371
Professional services	11,589		15,585		37,802		52,144
Total revenue	$	74,244	$	101,332	$	239,268	$	306,515

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

Remaining Performance Obligation

As of September 30, 2024, 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 $312.9 million. Approximately 91% 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, “Revenue from Contracts with Customers.”

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 operations by region for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)


Americas (1)	$	50,925	$	73,739	$	169,335	$	216,960
EMEA (2)	14,321		16,165		43,101		47,280
APAC (3)	8,998		11,428		26,832		42,275
Total revenue	$	74,244	$	101,332	$	239,268	$	306,515

——————————————

(1)United States, Canada, Latin America and South America (“Americas”)

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

(3)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 allowance for credit losses on the condensed consolidated balance sheets.

The Company recognized revenue of $5.3 million and $70.0 million for the three and nine months ended September 30, 2024, respectively, which was included in the corresponding deferred revenue balance at the beginning of the year. The Company recognized revenue of $13.9 million and $83.7 million for the three and nine months ended September 30, 2023, respectively, which was included in the corresponding deferred revenue balance at the beginning of the year.

The Company’s long-term deferred revenues are included in Other liabilities on the condensed consolidated balance sheets. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, contract acquisition costs, net, and deferred revenues are as follows:


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

	(In thousands)
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
Balance as of December 31, 2023	$	60,382	$	21,420	$	37,354	$	81,858	$	183
(Decrease) increase, net	(16,292)		(15,563)		(1,535)		(6,252)		140
Balance as of September 30, 2024	$	44,090	$	5,857	$	35,819	$	75,606	$	323

Amortization expense in connection with contract acquisition cost was $4.1 million and $13.8 million for the three and nine months ended September 30, 2024, respectively. Amortization expense in connection with contract acquisition cost was $5.1 million and $18.5 million for the three and nine months ended September 30, 2023, 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 estimate of the amount of expected credit losses in the Company’s existing accounts receivable, based on both specific and general reserves. The Company maintains 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 losses as of the dates presented is as follows:


	September 30, 2024		December 31, 2023

	(In thousands)
Balance, beginning of year	$	9,290	$	9,239
Additions charged to costs and expenses	9,642		3,319
Deductions/write-offs	(9,400)		(3,268)
Balance, end of period	$	9,532	$	9,290

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-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
-Subparagraph (c)
-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
-Section 50
-Paragraph 12
-Subparagraph (d)
-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

+ Details

Restructuring - Schedule of Restructuring Liability by Cost Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring expense	$ 1,448	$ 2,097	$ 7,876	$ 15,999
Contract Termination
Restructuring Cost and Reserve [Line Items]
Restructuring expense	0	0	(568)	0
Severance and other compensation associated costs
Restructuring Cost and Reserve [Line Items]
Restructuring expense	$ 1,448	$ 2,097	$ 8,444	$ 15,999

- Definition

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

+ References + Details

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 74,244	$ 101,332	$ 239,268	$ 306,515
Hosted Services - Business
Disaggregation of Revenue [Line Items]
Revenue from related parties	62,655	85,747	201,466	254,371
Professional Services
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 11,589	15,585	$ 37,802	$ 52,144
Hosted Services - Consumer \| Kasamba, Inc.
Disaggregation of Revenue [Line Items]
Revenue from related parties		$ 7,200

- Definition

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

+ References + Details

- Definition

+ References

+ Details

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Professional services and consulting and other vendor fees	$ 46,577	$ 67,585
Payroll and other employee-related costs	10,065	20,767
Warrants liability	13,056	0
Finance lease liability	114	3,037
Restructuring	2,005	2,076	$ 803
Sales commissions	986	734
Non-income tax	556	556
Other	1,743	2,269
Total	$ 75,102	$ 97,024

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	September 30, 2024		December 31, 2023		Useful life

	(In thousands)				(In years)
Internal-use software development costs	$	187,901	$	181,079	5
Computer equipment and software	126,901		123,580		3 to 5
Furniture, equipment and building improvements	234		327		The lesser of 5 or estimated useful life
Finance lease right-of-use assets	138		3,060		2
Property and equipment, at cost	315,174		308,046
Less: accumulated depreciation	(210,054)		(188,721)
Property and equipment, net	$	105,120	$	119,325

Total depreciation included in the condensed consolidated statements of operations for the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cost of revenue	$	1,701	$	1,949	$	5,154	$	6,382
Sales and marketing	752		809		2,392		2,276
General and administrative	35		73		226		373
Product development	4,738		4,933		15,393		15,821
Total	$	7,226	$	7,764	$	23,165	$	24,852

Description of Business and Basis of Presentation (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 connection segment	Dec. 31, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of connections and conversations powered each month \| connection	1,000,000,000
Number of operating segments	1	2
Number of reportable segments	1

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets, Net

Goodwill

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.

The changes in the carrying amount of goodwill as of September 30, 2024 and December 31, 2023 are as follows:


	Consolidated

	(In thousands)
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
Adjustments to goodwill:

Goodwill impairment (1)	(3,627)
Foreign exchange adjustment	327
Balance as of September 30, 2024	$	282,331

——————————————

(1) The sum of these amounts represents the accumulated goodwill impairment balance in our operating segment as of September 30, 2024.

As a result of the Company’s intention to sell or dispose of its WildHealth reporting unit, during the first quarter of 2024, the Company recorded a non-cash impairment charge of $3.6 million in the condensed consolidated statements of operations, to recognize a full impairment of goodwill associated with its WildHealth reporting unit. WildHealth was divested in June 2024. Refer to Note 19 - Divestitures for additional information.

There were no impairments of goodwill in the Company’s Business reporting unit during the three and nine months ended September 30, 2024.

As of September 30, 2023, the Company’s reporting units consisted of Business and WildHealth. Based on the Company’s 2023 annual goodwill impairment test, the Company recorded a non-cash impairment charge of $11.9 million in the condensed consolidated statements of operations during the three months ended September 30, 2023, representing a portion of goodwill related to the WildHealth reporting unit. There were no impairments of the Company’s Business reporting unit during the three and nine months ended September 30, 2023.

Intangible Assets, Net

Intangible assets are summarized as follows as of the dates presented:


	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period

	(In thousands)						(In years)
Amortizing intangible assets:
Technology	$	94,586	$	(70,923)	$	23,663	5.0
Customer relationships	32,066		(21,143)		10,923		10.0
Patents	17,088		(2,394)		14,694		12.6
Trademarks	1,404		(863)		541		5.0
Trade names	1,045		(1,045)		—		2.8
Other	914		(835)		79		4.1
Total	$	147,103	$	(97,203)	$	49,900


	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

Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for purchased intangible assets and finance leases, net was $3.7 million and $5.5 million for the three months ended September 30, 2024 and 2023, respectively, and $11.6 million and $16.4 million for the nine months ended September 30, 2024 and 2023, respectively. Of these amounts, amortization expense included in Cost of revenue in the condensed consolidated statements of operations was $2.9 million and $4.6 million for the three months ended September 30, 2024 and 2023, respectively, and $9.2 million and $13.7 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable and the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows that are expected to result from the use of the asset. There were no impairments of intangible assets during the three months ended September 30, 2024. During the first quarter of 2024, the Company recognized a non-cash impairment charge related to WildHealth of $2.2 million included in Impairment of intangibles and other assets in the condensed consolidated statements of operations. During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge related to WildHealth of $3.0 million included in Impairment of intangibles and other assets in the condensed consolidated statements of operations. WildHealth was divested in June 2024. Refer to Note 19 - Divestitures for additional information.

As of September 30, 2024, estimated annual amortization expense for the next five years and thereafter is as follows:


	Estimated Amortization Expense
	(In thousands)
Remainder of 2024	$	3,660
2025	14,230
2026	11,544
2027	1,436
2028	1,368
Thereafter	17,662
Total	$	49,900

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Revenue:
Hosted services (1)	$	62,655	$	85,747	$	201,466	$	254,371
Professional services	11,589		15,585		37,802		52,144
Total revenue	$	74,244	$	101,332	$	239,268	$	306,515

Schedule of Revenue by Geographic Region

The following table presents the Company’s revenues attributable to operations by region for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)


Americas (1)	$	50,925	$	73,739	$	169,335	$	216,960
EMEA (2)	14,321		16,165		43,101		47,280
APAC (3)	8,998		11,428		26,832		42,275
Total revenue	$	74,244	$	101,332	$	239,268	$	306,515

——————————————

(1)United States, Canada, Latin America and South America (“Americas”)

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

(3)Asia-Pacific (“APAC”)

Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue

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


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

	(In thousands)
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
Balance as of December 31, 2023	$	60,382	$	21,420	$	37,354	$	81,858	$	183
(Decrease) increase, net	(16,292)		(15,563)		(1,535)		(6,252)		140
Balance as of September 30, 2024	$	44,090	$	5,857	$	35,819	$	75,606	$	323

Schedule of Allowance for Uncollectible Accounts

The activity in the allowance for credit losses as of the dates presented is as follows:


	September 30, 2024		December 31, 2023

	(In thousands)
Balance, beginning of year	$	9,290	$	9,239
Additions charged to costs and expenses	9,642		3,319
Deductions/write-offs	(9,400)		(3,268)
Balance, end of period	$	9,532	$	9,290

Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Allowance for Doubtful Accounts
Beginning balance	$ 9,290	$ 9,239	$ 9,239
Additions charged to costs and expenses	9,642	$ 2,653	3,319
Deductions/write-offs	(9,400)		(3,268)
Ending balance	$ 9,532		$ 9,290

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 7,300,000	$ 7,800,000		$ 24,900,000
Impairment, Long-Lived Asset, Held-for-Use	$ 8,300,000	$ 0	$ 8,300,000	$ 0

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company records both the interest accrued on the underpayment of income taxes and penalties, if any, related to unrecognized tax benefits in the provision for income taxes in its condensed consolidated statements of operations. The Company maintains 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 Italy, 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. The Company had a valuation allowance on certain deferred tax assets for the year ended December 31, 2023 of $211.2 million. In 2024, the Company expects an estimated increase in the valuation allowance of $6.1 million, all of which would be recorded as an expense. During the year ended December 31, 2023, there was an increase in the valuation allowance recorded of $23.7 million. The Company recorded a tax provision expense of $0.5 million and $2.1 million for the three and nine months ended September 30, 2024, respectively, which consists of a tax provision on operating earnings of non-U.S. subsidiaries, interest accrual on unrecognized tax benefits in Israel, and tax provision for U.S. state jurisdictions. The Company recorded a tax provision of $0.5 million and $1.6 million for the three and nine months ended September 30, 2023, respectively, which was made up of tax provision on operating earnings, a stock compensation tax deficiency related to the stock compensation arrangements of LivePerson, Inc., LivePerson (UK) Ltd., and LivePerson Ltd. (Israel), and an increase in valuation allowance activity on deferred tax assets resulting from a release of deferred tax liabilities as a result of the Kasamba sale during the first quarter of 2023. The decrease in the tax provision for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 is due to return-to-provision adjustments from foreign return filings. The increase in the tax provision for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 is due to changes in the forecasted earnings by jurisdiction year over year, the effects of U.S. state taxes as a result of net operating loss utilization limitations, and offsetting activities related to the prior period tax benefit including the change in Israeli tax rate, the return-to-provision adjustments from foreign tax return filings, and the changes in valuation allowance connected to the sale of Kasamba during the prior period and the debt restructuring in 2024.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

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

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) $ in Thousands	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Statement of Financial Position [Abstract]
Accounts receivable, allowances including credit loss and sales reserve \| $	$ 9,532	$ 9,290
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, issued (in shares)	0	0
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	93,076,963	90,603,519
Common stock, outstanding (in shares)	90,310,890	87,837,446
Treasury stock (in shares)	2,766,073	2,766,073

Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of EPS (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	29,013,567	24,841,245
Shares subject to outstanding common stock options and employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	2,788,694	3,256,397
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	10,093,975	4,570,885
Fair Value Earnout
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	0	8,255,818
Conversion option of the Notes \| 2024 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	406,021	1,878,862
Conversion option of the Notes \| 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	5,978,154	6,879,283
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock awards not included in earnings per share calculation (in shares)	9,746,723	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 74,244	$ 101,332	$ 239,268	$ 306,515
Costs, expenses and other:
Cost of revenue	24,547	29,021	75,222	103,005
Sales and marketing	22,845	32,118	79,448	93,312
General and administrative	17,697	30,448	63,897	70,065
Product development	22,922	35,575	77,885	94,933
Impairment of goodwill	0	11,895	3,627	11,895
Impairment of intangibles and other assets	0	2,959	10,568	2,959
Restructuring costs	1,448	2,097	7,876	15,999
Gain on divestiture	0	0	558	(17,591)
Amortization of purchased intangible assets	823	894	2,388	2,644
Total costs, expenses and other	90,282	145,007	321,469	377,221
(Loss) income from operations	(16,038)	(43,675)	(82,201)	(70,706)
Other income (expense), net:
Interest (expense) income, net	(4,147)	1,068	(3,652)	3,005
Gain on debt extinguishment	0	0	73,083	7,200
Other (expense) income, net	(7,615)	(10,164)	(7,246)	2,191
Total other (expense) income	(11,762)	(9,096)	62,185	12,396
Income (loss) before provision for (benefit from) income taxes	(27,800)	(52,771)	(20,016)	(58,310)
Provision for (benefit from) income taxes	509	541	2,129	1,600
Net loss	$ (28,309)	$ (53,312)	$ (22,145)	$ (59,910)
Net loss per share of common stock:
Basic (in dollars per share)	$ (0.32)	$ (0.68)	$ (0.25)	$ (0.78)
Diluted (in dollars per share)	$ (0.32)	$ (0.68)	$ (0.25)	$ (0.78)
Weighted average shares outstanding:
Basic (in shares)	89,515,111	78,005,210	88,773,677	76,902,316
Diluted (in shares)	89,515,111	78,005,210	88,773,677	76,902,316

Revenue Recognition - Receivables and Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Contract Balances [Roll Forward]
Accounts receivable, opening balance	$ 81,802
Accounts receivable, ending balance	49,947	$ 81,802
Contract acquisition costs noncurrent, opening balance	37,354	43,804
Contract acquisition costs noncurrent, increase (decrease), net	(1,535)	(6,450)
Contract acquisition costs noncurrent, ending balance	35,819	37,354
Deferred revenue (current), opening balance	81,858	84,494
Deferred revenue (current), increase (decrease), net	(6,252)	(2,636)
Deferred revenue (current), ending balance	75,606	81,858
Deferred revenue (long-term), opening balance	183	174
Deferred revenue (long-term), increase (decrease), net	140	9
Deferred revenue (long-term), ending balance	323	183
Billed receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	60,382	53,468
Accounts receivable, increase (decrease), net	(16,292)	6,914
Accounts receivable, ending balance	44,090	60,382
Unbilled receivable
Contract Balances [Roll Forward]
Accounts receivable, opening balance	21,420	33,069
Accounts receivable, increase (decrease), net	(15,563)	(11,649)
Accounts receivable, ending balance	$ 5,857	$ 21,420

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

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

Reconciliation of shares used in calculating basic and diluted net loss per share for the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands, except number of shares and per share amounts)
Net loss	$	(28,309)	$	(53,312)	$	(22,145)	$	(59,910)











Weighted-average number of shares outstanding, basic and diluted	89,515,111		78,005,210		88,773,677		76,902,316
Net loss per share, basic and diluted	$	(0.32)	$	(0.68)	$	(0.25)	$	(0.78)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of September 30,
	2024	2023

Shares subject to outstanding common stock options and employee stock purchase plan	2,788,694	3,256,397
Restricted stock units	10,093,975	4,570,885
Earn-outs	—	8,255,818
Conversion option of the 2024 Notes	406,021	1,878,862
Conversion option of the 2026 Notes	5,978,154	6,879,283
Warrants	9,746,723	—
Total	29,013,567	24,841,245

Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2020	Mar. 31, 2019
2026 Notes
Debt Instrument [Line Items]
Unamortized debt discount	$ 0	$ 0
2029 Notes
Debt Instrument [Line Items]
Unamortized debt discount	(30,543)
2024 Notes
Debt Instrument [Line Items]
Principal Balance	72,000
Unamortized debt discount		0
Convertible Debt
Debt Instrument [Line Items]
Principal Balance	511,204	589,992
Unamortized debt discount	(30,543)	0
Unamortized issuance costs	(10,357)	(6,034)
Total net carrying value	470,304	583,958
Less: short-term debt, net	0	72,393
Long-term debt, net	470,304	511,565
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Principal Balance	361,204	517,500	$ 517,500
Unamortized debt discount	0	0
Unamortized issuance costs	(3,115)	(5,935)
Total net carrying value	358,089	511,565
Less: short-term debt, net	0	0
Long-term debt, net	358,089	511,565
Convertible Debt \| 2029 Notes
Debt Instrument [Line Items]
Principal Balance	150,000
Unamortized debt discount	(30,543)
Unamortized issuance costs	(7,242)
Total net carrying value	112,215
Less: short-term debt, net	0
Long-term debt, net	112,215
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Principal Balance	$ 72,500	72,492		$ 230,000
Unamortized debt discount		0
Unamortized issuance costs		(99)
Total net carrying value		72,393
Less: short-term debt, net		72,393
Long-term debt, net		$ 0

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

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Carrying Amount of Liability Component of Convertible Debt

The net carrying amount of the Notes as of the dates presented is as follows:


	September 30, 2024						December 31, 2023

	2026 Notes		2029 Notes		Total		2024 Notes		2026 Notes		Total
	(In thousands)						(In thousands)
Principal	$	361,204	$	150,000	$	511,204	$	72,492	$	517,500	$	589,992
Unamortized debt discount	—		(30,543)		(30,543)		—		—		—
Unamortized issuance costs	(3,115)		(7,242)		(10,357)		(99)		(5,935)		(6,034)
Total net carrying value	$	358,089	$	112,215	$	470,304	$	72,393	$	511,565	$	583,958
Less: short-term debt, net	—		—		—		72,393		—		72,393
Long-term debt, net	$	358,089	$	112,215	$	470,304	$	—	$	511,565	$	511,565

Schedule of Interest Expense Incurred

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Contractual interest expense	$	5,341	$	136	$	7,022	$	705
Accretion of debt discount	1,034		—		1,335		—
Amortization of debt issuance costs	603		657		1,744		3,384
Total interest expense	$	6,978	$	793	$	10,101	$	4,089

Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Change in Fair Value of Level 3 Liabilities
Beginning balance		$ 0	$ 0	$ 72,221	$ 72,221
Payments		(48,993)	0
Issuance of warrants		0	5,266
Change in fair value of warrants	$ 7,800		7,790	$ 0	0
Ending balance	$ 13,056		13,056		$ 0
Contingent Liability
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards		4,629	0
Liability Awards
Change in Fair Value of Level 3 Liabilities
Change in fair value of liability awards		$ (27,857)	$ 0

Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Other Commitments [Line Items]
Employer matching contributions	$ 0.5	$ 0.8	$ 2.3	$ 3.1
Long-term purchase commitment, period			2 years
Letter of Credit \| LOC for Security Deposit
Other Commitments [Line Items]
Letters of credit outstanding, amount	$ 0.5		$ 0.5
Match Step One
Other Commitments [Line Items]
Employer matching contribution, percent of match			100.00%
Employer matching contribution percent of eligible compensation			3.00%
Match Step Two
Other Commitments [Line Items]
Employer matching contribution, percent of match			50.00%
Employer matching contribution percent of eligible compensation			2.00%

Net Income (Loss) Per Share - Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net income (loss) available to common stockholders, basic	$ (28,309)	$ (53,312)	$ (22,145)	$ (59,910)
Weighted-average number of shares outstanding, basic (in shares)	89,515,111	78,005,210	88,773,677	76,902,316
Weighted-average number of shares outstanding, diluted (in shares)	89,515,111	78,005,210	88,773,677	76,902,316
Basic (in dollars per share)	$ (0.32)	$ (0.68)	$ (0.25)	$ (0.78)
Diluted (in dollars per share)	$ (0.32)	$ (0.68)	$ (0.25)	$ (0.78)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-30141
Entity Registrant Name	LIVEPERSON, INC.
Entity Central Index Key	0001102993
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3861628
Entity Address, Address Line One	530 7th Ave, Floor M1
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(212)
Local Phone Number	609-4200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		90,849,244
Common Stock
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]
No Trading Symbol Flag	true
Title of 12(b) Security	Rights to Purchase Series A JuniorParticipating Preferred Stock
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

Restructuring

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

LivePerson maintains restructuring initiatives 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. In connection with the restructuring initiatives, the Company recognized restructuring costs of $1.4 million and $2.1 million during the three months ended September 30, 2024 and 2023, respectively, and $7.9 million and $16.0 million during the nine months ended September 30, 2024 and 2023, respectively, which is included in Restructuring costs in the condensed consolidated statements of operations. Such costs primarily include severance and other compensation costs as well as IT infrastructure contract termination costs.


	September 30, 2024		December 31, 2023
	(In thousands)
Balance, beginning of the year	$	2,076	$	803

IT contract termination (reversals) costs	(568)		5,744
Severance and other compensation associated costs	8,444		16,920
Cash payments	(7,947)		(21,391)
Balance, end of period	$	2,005	$	2,076

The Company anticipates that payments associated with the employee severance and other compensation associated costs reflected in the table above will be substantially completed by December 31, 2024.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
	(In thousands)				(In thousands)

IT contract termination reversals	$	—	$	—	$	(568)	$	—
Severance and other associated costs	1,448		2,097		8,444		15,999
Total restructuring costs	$	1,448	$	2,097	$	7,876	$	15,999

Fair Value Measurements - Narrative (Details) $ in Millions	9 Months Ended
Fair Value Measurements - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)
Measurement Input, Credit Spread
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.1198
Measurement Input, Yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.16
WildHealth
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for previous acquisition	$ 12.0
VoiceBase, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for previous acquisition	19.9
Tenfold
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for previous acquisition	9.3
ebot-7
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments for previous acquisition	$ 7.7

Leases

9 Months Ended

Sep. 30, 2024

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 approximately 1 year or less, some of which include options to extend. The Company uses the non-cancelable lease term when recognizing the right-of-use (“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 ROU 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 presented is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	273	$	818	$	1,694	$	2,655
Operating cash flows for finance leases	2		6		23		43
Financing cash flows for finance leases	28		542		381		2,468

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	22	$	929	$	377	$	2,759
Interest	2		6		23		43
Operating lease cost	2,325		2,937		7,792		8,564
Total lease cost	$	2,349	$	3,872	$	8,192	$	11,366


	September 30, 2024		September 30, 2023
Weighted Average Remaining Lease Term:
Operating leases	0.4 years		2.3 years
Finance leases	1.0 year		1.7 years

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

Supplemental balance sheet information related to leases as of the dates presented is as follows:


	Financial Statement Classification	September 30, 2024		December 31, 2023

		(In thousands)
Assets
Operating right-of-use assets	Operating lease right-of-use assets	$	98	$	4,135
Finance right-of-use assets	Property and equipment, net	138		3,060

Liabilities
Current liabilities:
Operating lease liabilities	Operating lease liabilities	$	141	$	2,719
Finance lease liabilities	Accrued expenses and other current liabilities	114		3,037
Non-current liabilities:
Operating lease liabilities	Operating lease liabilities, net of current portion	—		2,173
Finance lease liabilities	Other liabilities	—		85

Future minimum lease payments under non-cancellable operating and finance leases are immaterial.

Equity Method Investments	9 Months Ended
Equity Method Investments	Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	Equity Method Investment On February 13, 2022, the Company and Pasaca Capital Inc. (“Pasaca”) entered into a joint venture agreement (the “JV Agreement”) to form Claire Holdings, Inc. (“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 (expense) income, net in the amount of $0.9 million and $2.3 million for the three and nine months ended September 30, 2023, respectively. The Company’s equity method investment in joint venture was reduced to zero during the prior year, based on the prior year losses, and remained at zero on the condensed consolidated balance sheet as of September 30, 2024. Refer to Note 18 – Related Parties for additional information.

Stockholders' Equity - Schedule of Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 5,375	$ 11,296	$ 18,833	$ 4,480
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	251	76	882	879
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,182	2,726	6,491	7,429
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,725	5,180	5,841	(6,070)
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,217	$ 3,314	$ 5,619	$ 2,242

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 147,103	$ 145,282
Accumulated Amortization		(97,203)	(83,657)
Net Carrying Amount		49,900	61,625
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		94,586	94,549
Accumulated Amortization		(70,923)	(60,465)
Net Carrying Amount		$ 23,663	34,084
Weighted Average Useful Life	5 years	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 32,066	32,025
Accumulated Amortization		(21,143)	(19,542)
Net Carrying Amount		$ 10,923	12,483
Weighted Average Useful Life	10 years	10 years
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 17,088	1,400
Accumulated Amortization		(2,394)	(707)
Net Carrying Amount		$ 14,694	693
Weighted Average Useful Life	2 years 9 months 18 days	12 years 7 months 6 days
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 1,404	1,044
Accumulated Amortization		(863)	(672)
Net Carrying Amount		$ 541	372
Weighted Average Useful Life	5 years	5 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 1,045	15,350
Accumulated Amortization		(1,045)	(1,916)
Net Carrying Amount		$ 0	13,434
Weighted Average Useful Life	12 years 10 months 24 days	2 years 9 months 18 days
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 914	914
Accumulated Amortization		(835)	(355)
Net Carrying Amount		$ 79	$ 559
Weighted Average Useful Life	4 years 1 month 6 days	4 years 1 month 6 days

Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating cash flows for operating leases	$ 273	$ 818	$ 1,694	$ 2,655
Operating cash flows for finance leases	2	6	23	43
Financing cash flows for finance leases	$ 28	$ 542	$ 381	$ 2,468

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES:
Net loss	$ (28,309)	$ (35,631)	$ (53,312)	$ (17,420)	$ (22,145)	$ (59,910)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense					18,833	4,480
Depreciation					23,165	24,852
Reduction of operating lease right-of-use assets					4,130	0
Amortization of purchased intangible assets and finance leases					11,585	16,369
Amortization of debt issuance costs and debt discount					3,079	3,384
Impairment of goodwill	0		11,895		3,627	11,895	$ 11,895
Impairment of intangibles and other assets	0		2,959		10,568	2,959
Change in fair value of warrants	7,800				7,790	0	0
Change in fair value of contingent consideration					0	5,442
Gain on debt extinguishment					(73,083)	(7,200)
Allowance for credit losses					9,642	2,653	3,319
Gain on divestiture	0		0		558	(17,591)
Deferred income taxes					408	741
Equity loss in joint venture					0	2,264
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable					22,213	(16,390)
Prepaid expenses and other current assets					5,933	(18,028)
Contract acquisition costs					1,535	6,189
Other assets					268	1,390
Accounts payable					4,367	(13,420)
Accrued expenses and other current liabilities					(34,354)	21,225
Deferred revenue					(6,112)	12,691
Operating lease liabilities					(4,779)	(500)
Other liabilities					757	(7,797)
Net cash used in operating activities					(12,015)	(24,302)
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software					(21,504)	(22,437)
Purchases of intangible assets					(2,001)	(3,245)
Proceeds from divestiture					0	13,819
Net cash used in investing activities					(23,505)	(11,863)
FINANCING ACTIVITIES:
Principal payments for financing leases	(28)		(542)		(381)	(2,468)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP					270	1,622
Proceeds from issuance of senior notes					50,000	0
Payments of Debt Issuance Costs					(7,359)	0
Net cash used in financing activities					(34,862)	(150,548)
Effect of foreign exchange rate changes on cash and cash equivalents					(439)	(1,164)
Net decrease in cash, cash equivalents, and restricted cash					(70,821)	(187,877)
Cash, cash equivalents, and restricted cash - beginning of year		$ 212,925		$ 392,198	212,925	392,198	392,198
Plus: cash classified within current assets held for sale - beginning of year							0	$ 10,011
Cash, cash equivalents, and restricted cash - end of period	142,104		214,332		142,104	214,332	212,925
Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets
Cash and cash equivalents	142,104		212,189		142,104	212,189	210,782
Restricted cash	0		2,143		0	2,143	2,143
Total cash, cash equivalents, and restricted cash	$ 142,104		$ 214,332		142,104	214,332	$ 212,925	$ 392,198
Supplemental disclosure of other cash flow information:
Cash paid for income taxes, net					1,674	998
Cash paid for interest					292	909
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment and intangible assets recorded in accounts payable					171	548
Right-of-use assets obtained in exchange for operating lease liabilities					111	4,817
2024 Notes
FINANCING ACTIVITIES:
Payments on repurchase of 2024 convertible senior notes					(72,491)	(149,702)
2026 Notes
FINANCING ACTIVITIES:
Payments on repurchase of 2024 convertible senior notes					$ (4,901)	$ 0

Stockholders' Equity - Summary of Restricted Stock Unit Activity and Weighted Average Exercise Price (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Shares
Beginning balance outstanding (in shares)	5,064
Awarded (in shares)	8,305
Vested (in shares)	(2,218)
Forfeited (in shares)	(1,057)
Non-vested and outstanding at end of period (in shares)	10,094
Expected to vest (in shares)	7,257
Weighted Average Grant Date Fair Value (usd per share)
Beginning balance outstanding (in dollars per share)	$ 12.53
Awarded (in dollars per share)	1.02
Vested (in dollars per share)	10.28
Forfeited (in dollars per share)	15.86
Non-vested and outstanding at end of period (in dollars per share)	3.20
Expected to vest (in dollars per share)	$ 3.37
Aggregate Fair Value
Aggregate fair value, Non-vested and outstanding	$ 12,921	$ 19,193
Aggregate fair value, Expected to vest	$ 9,289

Net Income (Loss) Per Share - Narrative (Details) - Convertible Debt	Sep. 30, 2024	Mar. 31, 2019
2024 Notes
Debt Instrument [Line Items]
Debt instrument stated rate (percent)	0.75%	0.75%
2026 Notes
Debt Instrument [Line Items]
Debt instrument stated rate (percent)	0.00%

- Definition

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

+ References

+ Details

Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Estimated Amortization Expense
Remainder of 2024	$ 3,660
2025	14,230
2026	11,544
2027	1,436
2028	1,368
Thereafter	17,662
Total	$ 49,900	$ 61,625

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 312,900		$ 312,900
Recognition of deferred revenue	5,300	$ 13,900	70,000	$ 83,700
Amortization of acquisition costs	$ 4,100	$ 5,100	$ 13,800	$ 18,500
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	91.00%		91.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months		24 months

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	September 30, 2024		December 31, 2023

	(In thousands)
Professional services and consulting and other vendor fees	$	46,577	$	67,585
Payroll and other employee-related costs	10,065		20,767
Warrants liability	13,056		—
Finance lease liability	114		3,037
Restructuring	2,005		2,076
Sales commissions	986		734
Non-income tax	556		556

Other	1,743		2,269
Total	$	75,102	$	97,024

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Long-Lived Assets by Geographic Region

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 September 30, 2024 and December 31, 2023, respectively:


	September 30,		December 31,
	2024		2023

	(In thousands)
United States	$	402,873	$	438,420
Germany	43,037		45,424
Australia	11,749		11,660
Netherlands	5,853		5,863
Other (1)	15,255		12,438
Total long-lived assets	$	478,767	$	513,805

——————————————

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 142,104	$ 210,782
Restricted cash	0	2,143
Accounts receivable, net of allowance for credit losses of $9,532 and $9,290 as of September 30, 2024 and December 31, 2023, respectively	49,947	81,802
Prepaid expenses and other current assets (Note 1)	21,208	26,981
Total current assets	213,259	321,708
Operating lease right-of-use assets (Note 9)	98	4,135
Property and equipment, net (Note 6)	105,120	119,325
Contract acquisition costs, net (Note 2)	35,819	37,354
Intangible assets, net (Note 5)	49,900	61,625
Goodwill (Note 5)	282,331	285,631
Deferred tax assets	4,550	4,527
Other assets	949	1,208
Total assets	692,026	835,513
Current liabilities:
Accounts payable	17,680	13,555
Accrued expenses and other current liabilities (Note 7)	75,102	97,024
Deferred revenue (Note 2)	75,606	81,858
Convertible senior notes (Note 8)	0	72,393
Operating lease liabilities (Note 9)	141	2,719
Total current liabilities	168,529	267,549
Convertible senior notes, net of current portion (Note 8)	470,304	511,565
Operating lease liabilities, net of current portion (Note 9)	0	2,173
Deferred tax liabilities	3,389	2,930
Other liabilities	3,898	3,158
Total liabilities	646,120	787,375
Commitments and contingencies (Note 11)
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, 93,076,963 and 90,603,519 shares issued, 90,310,890 and 87,837,446 shares outstanding as of September 30, 2024 and December 31, 2023, respectively.	93	91
Treasury stock - 2,766,073 shares as of September 30, 2024 and December 31, 2023	(3)	(3)
Additional paid-in capital	932,602	913,522
Accumulated deficit	(879,133)	(856,988)
Accumulated other comprehensive loss	(7,653)	(8,484)
Total stockholders’ equity	45,906	48,138
Total liabilities and stockholders’ equity	$ 692,026	$ 835,513

Description of Business and Basis of Presentation - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Prepaid software maintenance	$ 8,604	$ 8,592
VAT receivable	4,505	4,399
Prepaid server maintenance	508	2,634
Prepaid - other	3,211	2,599
Other assets	4,380	8,757
Prepaid expenses and other current assets (Note 1)	$ 21,208	$ 26,981

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Supplemental cash flow information related to leases

Supplemental cash flow information related to leases for the periods presented is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	273	$	818	$	1,694	$	2,655
Operating cash flows for finance leases	2		6		23		43
Financing cash flows for finance leases	28		542		381		2,468

Schedule of components of lease costs

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Finance lease cost
Amortization of right-of-use assets	$	22	$	929	$	377	$	2,759
Interest	2		6		23		43
Operating lease cost	2,325		2,937		7,792		8,564
Total lease cost	$	2,349	$	3,872	$	8,192	$	11,366


	September 30, 2024		September 30, 2023
Weighted Average Remaining Lease Term:
Operating leases	0.4 years		2.3 years
Finance leases	1.0 year		1.7 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 as of the dates presented is as follows:


	Financial Statement Classification	September 30, 2024		December 31, 2023

		(In thousands)
Assets
Operating right-of-use assets	Operating lease right-of-use assets	$	98	$	4,135
Finance right-of-use assets	Property and equipment, net	138		3,060

Liabilities
Current liabilities:
Operating lease liabilities	Operating lease liabilities	$	141	$	2,719
Finance lease liabilities	Accrued expenses and other current liabilities	114		3,037
Non-current liabilities:
Operating lease liabilities	Operating lease liabilities, net of current portion	—		2,173
Finance lease liabilities	Other liabilities	—		85

Schedule of Future Minimum Lease Payments

Future minimum lease payments under non-cancellable operating and finance leases are immaterial.

Restructuring - Schedule of Restructuring Reserve (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Restructuring Reserve [Roll Forward]
Balance, beginning of period	$ 2,076	$ 803
IT contract termination (reversals) costs	(568)	5,744
Severance and other compensation associated costs	8,444	16,920
Cash payments	(7,947)	(21,391)
Balance, end of period	$ 2,005	$ 2,076

Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Amortization of right of use assets	$ 22	$ 929	$ 377	$ 2,759
Interest	2	6	23	43
Operating lease cost	2,325	2,937	7,792	8,564
Total lease cost	$ 2,349	$ 3,872	$ 8,192	$ 11,366
Operating leases, weighted average remaining lease term (in years)	4 months 24 days	2 years 3 months 18 days	4 months 24 days	2 years 3 months 18 days
Finance leases, weighted average remaining lease term (in years)	1 year	1 year 8 months 12 days	1 year	1 year 8 months 12 days
Operating leases, weighted average discount rate (percent)	7.00%	7.00%	7.00%	7.00%
Finance leases, weighted average discount rate (percent)	7.00%	4.00%	7.00%	4.00%

Revenue Recognition - Revenue by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 74,244	$ 101,332	$ 239,268	$ 306,515
Total Americas
Disaggregation of Revenue [Line Items]
Revenue from related parties	50,925	73,739	169,335	216,960
EMEA
Disaggregation of Revenue [Line Items]
Revenue from related parties	14,321	16,165	43,101	47,280
APAC
Disaggregation of Revenue [Line Items]
Revenue from related parties	$ 8,998	$ 11,428	$ 26,832	$ 42,275

- Definition

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

+ References + Details

- Definition

+ References

+ Details

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are 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 property and equipment on an ongoing basis. The following table presents the detail of property and equipment, net as of the dates presented:


	September 30, 2024		December 31, 2023		Useful life

	(In thousands)				(In years)
Internal-use software development costs	$	187,901	$	181,079	5
Computer equipment and software	126,901		123,580		3 to 5
Furniture, equipment and building improvements	234		327		The lesser of 5 or estimated useful life
Finance lease right-of-use assets	138		3,060		2
Property and equipment, at cost	315,174		308,046
Less: accumulated depreciation	(210,054)		(188,721)
Property and equipment, net	$	105,120	$	119,325

Depreciation and amortization expense of property and equipment was $7.3 million and $7.8 million during the three months ended September 30, 2024 and 2023, respectively, and $23.2 million and $24.9 million during the nine months ended September 30, 2024 and 2023, 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 second quarter of 2024, the Company recorded non-cash impairment charges of $8.3 million related to capitalized software development costs. The impairment charges were included in Impairment of intangibles and other assets in the condensed consolidated statements of operations for the nine months ended September 30, 2024. 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 three and nine months ended September 30, 2023.

Total depreciation included in the condensed consolidated statements of operations for the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cost of revenue	$	1,701	$	1,949	$	5,154	$	6,382
Sales and marketing	752		809		2,392		2,276
General and administrative	35		73		226		373
Product development	4,738		4,933		15,393		15,821
Total	$	7,226	$	7,764	$	23,165	$	24,852

Equity Method Investments (Details) - USD ($)		3 Months Ended	9 Months Ended
Equity Method Investments (Details) - USD ($)	Feb. 13, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment, contribution, term	5 years
Claire Holdings, Inc.
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 19,000,000
Ownership percentage	19.20%
Other operating income (expense), net		$ 900,000	$ 2,300,000
Equity Method Investments				$ 0	$ 0
Claire Holdings, Inc. \| Pasaca Capital Inc. (“Pasaca”)
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investments	$ 80,000,000
Ownership percentage	80.80%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Contingency [Line Items]
Valuation allowance						$ 211,200
Increase in valuation allowance recorded as an expense				$ 6,100
Provision for (benefit from) income taxes	$ 509		$ 541	2,129	$ 1,600
Foreign Tax Authority
Income Tax Contingency [Line Items]
Increase in valuation recorded		$ 23,700
Provision for (benefit from) income taxes	$ 500			$ (500)

- Definition

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

+ References + Details

Segment Information - Narrative (Details) - segment	9 Months Ended	12 Months Ended
Segment Information - Narrative (Details) - segment	Sep. 30, 2024	Dec. 31, 2022
Segment Reporting [Abstract]
Number of operating segments	1	2
Number of reportable segments	1

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Finance lease right-of-use assets	$ 138	$ 3,060
Property and equipment and finance lease, gross	315,174	308,046
Less: accumulated depreciation	(210,054)	(188,721)
Property and equipment, net	$ 105,120	119,325
Finance lease, term of contract	2 years
Internal-use software development costs
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 187,901	181,079
Useful life	5 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 126,901	123,580
Computer equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture, equipment and building improvements
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 234	$ 327
Useful life	5 years

Divestiture	9 Months Ended
Divestiture	Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
Divestiture	Divestitures Fiscal 2024 Divestitures In the first quarter of 2024, the Company announced its intent to sell or dispose of WildHealth and during that quarter, the goodwill and intangible assets associated with the WildHealth reporting unit were fully impaired. See Note 5 – Goodwill and Intangible Assets, Net for additional details. In the second quarter of 2024, the Company entered into an agreement for and completed the sale of 100% equity in WildHealth with a third party. Pursuant to ASC Subtopic 205-20, Presentation of Financial Statements - Discontinued Operations, the divestiture did not meet the criteria for presentation as a discontinued operation. WildHealth was part of the Business segment and was a separate reporting unit. The transaction resulted in a loss of $0.6 million which was recognized and presented separately in Loss (gain) on divestiture on the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2024. Subsequent to the closing, the Company does not have ongoing involvement or arrangements with WildHealth. Fiscal 2023 Divestitures In the fourth quarter of 2022, the Company entered into a non-binding Letter of Intent to divest Kasamba, Inc. and Kasamba LTD (together “Kasamba”), which represented the Company’s Consumer segment. Pursuant to ASC Subtopic 360-10, Impairment or Disposal of Long-Lived Assets, the Company applied held for sale accounting treatment to the assets and liabilities of Kasamba. Accordingly, 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, up until the close of the transaction. The held for sale classification also resulted in ceasing depreciation and amortization on the designated assets. The Share Purchase Agreement between Ingenio, LLC (“Ingenio”) and the Company closed on March 20, 2023. In accordance with the Share Purchase Agreement, the Company sold all of the issued and outstanding shares of Kasamba for $16.9 million which was received in cash upon closing; and $2.6 million deferred payment to be received within a year of the close transaction date, which was included in Prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets as of March 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. In June 2024, restricted cash of $2.0 million was released and is classified as Cash and cash equivalents on the condensed consolidated balance sheet as of September 30, 2024. The transaction resulted in a gain of $17.6 million, which was recognized and presented separately in Loss (gain) on divestiture on the Company’s consolidated statements of operations during the year ended December 31, 2023. During the nine months ended September 30, 2024, the Company recognized $1.8 million of post-closing adjustments pertaining to the final agreement amount which is recorded in General and administrative expenses in the condensed consolidated statement of operations.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value

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


	September 30, 2024
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets
Cash equivalents - money market funds	$	114,474	$	—	$	—	$	114,474
Total assets	$	114,474	$	—	$	—	$	114,474
Liabilities
Warrants liability	$	—	$	—	$	13,056	$	13,056
Total liabilities	$	—	$	—	$	13,056	$	13,056


	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

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The estimated fair value of outstanding balances of the Notes as of the dates presented are as follows:


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

		(In thousands)
September 30, 2024
2026 Notes	2	$	160,736	$	361,204	$	—	$	(3,115)	$	358,089
2029 Notes	3	133,410		150,000		(30,543)		(7,242)		112,215
December 31, 2023
2024 Notes	2	$	71,396	$	72,492	$	—	$	(99)	$	72,393
2026 Notes	2	364,487		517,500		—		(5,935)		511,565

Schedule of Changes in Fair Value of Level 3 Liabilities

The changes in fair value of the Level 3 Warrants and earn-out liabilities as of the dates presented are as follows:


	September 30, 2024		December 31, 2023

	(in thousands)
Balance, beginning of year	$	—	$	72,221

Change in fair value of contingent consideration	—		4,629
Change in fair value of liability awards	—		(27,857)
Payments	—		(48,993)
Issuance of warrants	5,266		—
Change in fair value of warrants	7,790		—
Balance, end of period	$	13,056	$	—

Fair Value Measurement Inputs and Valuation Techniques

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the Warrants as of September 30, 2024 is as follows:


Stock price	$	1.28
Risk free rate	3.79		%
Expected life (in years)	9.68
Expected volatility	73		%

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity and Weighted Average Exercise Prices

The following table is a summary of the Company’s stock option activity for the nine months ended September 30, 2024:


	Stock Option Activity				Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options		Weighted Average Exercise Price
	(In thousands)		(Per option)		(In years)	(In thousands)
Balance outstanding as of December 31, 2023	3,137		$	22.68	4.84	$	40
Granted	1,000	(1)	1.02

Cancelled or expired	(1,348)		22.12
Balance outstanding as of September 30, 2024	2,789		15.20		6.16	—
Options vested and expected to vest	677		6.89		9.04	—
Options exercisable as of September 30, 2024	1,600		$	22.61	3.94	$	—

——————————————

(1) Represents the CEO Inducement Award, which does not count against the number of shares reserved for issuance under the Company’s 2019 Stock Incentive Plan or the Company’s 2018 Inducement Plan.

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

The following table is a summary of the Company’s RSU and PRSU activity for the nine months ended September 30, 2024:


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

	(In thousands)	(Per share)		(In thousands)
Balance outstanding as of December 31, 2023	5,064	$12.53		$	19,193
Awarded	8,305	1.02
Vested	(2,218)	10.28
Forfeited	(1,057)	15.86
Non-vested and outstanding as of September 30, 2024	10,094	3.20		12,921
Expected to vest	7,257	$	3.37	$	9,289

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award

Total stock-based compensation costs included in the condensed consolidated statements of operations for the periods presented are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cost of revenue	$	251	$	76	$	882	$	879
Sales and marketing	2,182		2,726		6,491		7,429
General and administrative	1,725		5,180		5,841		(6,070)
Product development	1,217		3,314		5,619		2,242
Total	$	5,375	$	11,296	$	18,833	$	4,480

Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

LivePerson, Inc. (“LivePerson”, the “Company”, “we”, “our” or “us”) is the enterprise leader in digital customer conversations. Over the past two decades, consumers have made digital conversations their primary mode of communication with others. Since 1998, we have enabled meaningful connections between consumers and our customers through our platform and currently power more than one billion conversational interactions 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. Our customers’ existing investments in Generative AI and Large Language Models (“LLMs”) can be used by LivePerson to leverage prior conversations in a safe and secure environment.

The Conversational Cloud, LivePerson’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 connect conversations across voice and digital channels to give customers additional options and ensure their interactions with brands are seamlessly integrated no matter where they choose to reach out. Most recently, the Conversational Cloud has been enhanced to provide a secure platform with appropriate guardrails where Generative AI and LLMs can be deployed and continually optimized 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, in which humans oversee and are assisted by AI and can seamlessly step into conversations as 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 customer engagement channels, LivePerson’s proprietary AI, and third-party bots and AI, the Conversational Cloud offers brands a comprehensive approach to scaling automations across all customer conversations.

Basis of Presentation

The condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited consolidated financial statements at that date.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2024 (as amended on April 29, 2024).

Principles of Consolidation

The unaudited condensed consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on previously reported net loss or equity.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions.

Items subject to such estimates and assumptions include, but are not limited to:

•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;

•recognition, measurement, and disclosure of contingent liabilities; and

•estimated fair values of convertible notes and warrants.

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

Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2024.

Prepaid expenses and other current assets

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


	September 30, 2024		December 31, 2023

	(In thousands)
Prepaid software maintenance	$	8,604	$	8,592
VAT receivable	4,505		4,399
Prepaid server maintenance	508		2,634
Prepaid - other	3,211		2,599
Other assets	4,380		8,757
Total prepaid expenses and other current assets	$	21,208	$	26,981

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale

Restrictions to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1.) The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2.) The nature and remaining duration of the restriction(s). 3.) The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company adopted this guidance on January 1, 2024, which did not have a material effect on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of FASB Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Specifically, the amendments in ASU 2024-01 add an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or non-employees in exchange for goods or services. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. ASU 2024-01 should be applied either retrospectively or prospectively. The Company does not expect this standard to have a material impact on its condensed 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 after December 15, 2023. As of September 30, 2024, the Company has one operating and reportable segment and does not expect this standard to have a material impact on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued 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 does not expect this standard to have a material impact on its condensed consolidated financial statements and related 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 condensed consolidated financial statements and related disclosures.

Fair Value Measurements - Schedule of Carrying Value and Fair Value of Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
2026 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unamortized debt discount	$ 0	$ 0
Unamortized Debt Issuance Costs		(5,935)
Net Carrying Value		511,565
2029 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unamortized debt discount	(30,543)
2024 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal Balance	72,000
Unamortized debt discount		0
Level 2 \| 2026 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	160,736	364,487
Principal Balance	361,204	517,500
Unamortized Debt Issuance Costs	(3,115)
Net Carrying Value	358,089
Level 2 \| 2029 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	133,410
Principal Balance	150,000
Unamortized Debt Issuance Costs	(7,242)
Net Carrying Value	$ 112,215
Level 2 \| 2024 Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value		71,396
Principal Balance		72,492
Unamortized Debt Issuance Costs		(99)
Net Carrying Value		$ 72,393

Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 13, 2024 USD ($)	Jun. 03, 2024 USD ($) $ / shares shares	Mar. 21, 2023 USD ($)	Dec. 31, 2020 USD ($) day	Jun. 30, 2024 USD ($) segment day d	Dec. 31, 2020 USD ($) day shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares	Mar. 31, 2019 USD ($)
Debt Instrument [Line Items]
Debt instrument, repurchase amount			$ 149,700
Debt instrument, increase (decrease), net			157,500
Gain on debt extinguishment							$ 0	$ 0		$ 73,083	$ 7,200
Convertible senior notes, net of current portion (Note 8)							470,304			470,304		$ 511,565
Number of shares of common stock covered by called caps (shares) \| shares						6,880,000
Reduction to additional paid-in-capital related to called caps						$ 46,100
Interest expense							7,000	$ 800			4,100
Common stock, par value (in dollars per share) \| (per share)														$ 1.000	$ 1.000	$ 0.001
Amortization of debt issuance costs and debt discount										3,079	3,384
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares		$ 0.75
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares		9,746,723
Class of Warrant or Right, Post-Exercise Basis, Percentage					4.99%
Class of Warrant or Right, Post-Exercise Basis, Term of Investor Notice					61 days
Class of Warrant or Right, Post-Exercise Basis, Maximum Percentage					9.99%
Warrants liability		$ 5,300					13,056			13,056
Change in fair value of warrants							$ 7,800			$ 7,790	$ 0	0
Share-Settled Warrants
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Term		10 years
Cash-Settled Warrants
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Term		10 years					10 years			10 years
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares		$ 0.75
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares		2,344,775
Class of Warrant or Right, Available Cash							$ 100,000			$ 100,000
Class of Warrant or Right, Settlement Amount, Annualized Interest Rate					6.00%
Convertible Debt
Debt Instrument [Line Items]
Principal Balance							511,204			511,204		589,992
Unamortized issuance costs							10,357			10,357		6,034
Unamortized debt discount							30,543			30,543		0
Total net carrying value							470,304			470,304		583,958
2024 Notes
Debt Instrument [Line Items]
Principal Balance							72,000			72,000
Debt instrument, increase (decrease), net			$ 228,300
Gain on debt extinguishment												7,200
Unamortized debt discount												0
2024 Notes \| Previously Reported
Debt Instrument [Line Items]
Gain on debt extinguishment									$ 6,100
Payment for debt extinguishment or debt prepayment cost									$ 500
2024 Notes \| Revision of Prior Period, Adjustment
Debt Instrument [Line Items]
Gain on debt extinguishment												1,100
2024 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance							$ 72,500			$ 72,500		72,492					$ 230,000
Debt instrument stated rate (percent)							0.75%			0.75%							0.75%
Unamortized issuance costs												99
Unamortized debt discount												0
Total net carrying value												72,393
2026 Notes
Debt Instrument [Line Items]
Debt instrument, repurchase amount	$ 10,300
Debt instrument, increase (decrease), net										$ 154,700
Gain on debt extinguishment							$ 5,000
Convertible senior notes, net of current portion (Note 8)							357,800			357,800
Unamortized debt discount							0			0		0
Repayments of Convertible Debt	$ 4,900
2026 Notes \| Investor
Debt Instrument [Line Items]
Principal Balance		$ 146,000					146,000			146,000
2026 Notes \| Debt Instrument, Redemption, First Lien Convertible Notes
Debt Instrument [Line Items]
Principal Balance							60,000			60,000
Debt Instrument, Threshold Before Maturity					91 days
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance				$ 517,500		$ 517,500	$ 361,204			$ 361,204		517,500	$ 517,500
Debt instrument stated rate (percent)							0.00%			0.00%
Debt instrument, increase (decrease), net										$ 156,300
Proceeds from debt offering, net of debt issuance costs													$ 505,300
Debt Instrument, Convertible, Conversion Ratio				0.0132933
Percentage of principal amount paid if repurchase due to fundamental change (percent)						100.00%
Unamortized issuance costs							$ 3,115			$ 3,115		5,935
Remaining amortization period for debt discount and debt issuance costs							2 years 4 months 24 days			2 years 4 months 24 days
Effective interest rate (percent)							0.40%			0.40%
Convertible debt conversion price (in dollars per share) \| $ / shares																75.23
Unamortized debt discount							$ 0			$ 0		0
Total net carrying value							358,089			358,089		$ 511,565
Debt Instrument, Convertible, Threshold Principal Amount					$ 60,000
2026 Notes \| Convertible Debt \| Debt Conversion Terms One
Debt Instrument [Line Items]
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%
2026 Notes \| Convertible Debt \| Debt Conversion Terms Two
Debt Instrument [Line Items]
Threshold trading days in consideration of note conversion \| day				5
Threshold consecutive trading days in analysis of conversion price \| day				5
Threshold for five day period, product of sale price of common stock and conversion rate of notes						98.00%
Capped calls
Debt Instrument [Line Items]
Capped caps initial strike price (in dollars per share) \| $ / shares																75.23
Capped caps initial cap price (in dollars per share) \| $ / shares																$ 105.58
2029 Notes
Debt Instrument [Line Items]
Unamortized debt discount							30,543			30,543
2029 Notes \| Investor
Debt Instrument [Line Items]
Principal Balance							100,000			100,000
Debt instrument, repurchase amount							50,000			50,000
Class of Warrant Or Right, Additional Amount Authorized For Purchase		$ 50,000
2029 Notes \| Debt Instrument, Redemption, First Lien Convertible Notes
Debt Instrument [Line Items]
Percentage of principal amount paid if repurchase due to fundamental change (percent)					100.00%
Debt Instrument, Redemption Price, Discount Percentage, Basis Points					50
2029 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Balance							150,000			150,000
Debt Instrument, Convertible, Conversion Ratio					0.0132933
Unamortized issuance costs							$ 7,242			$ 7,242
Remaining amortization period for debt discount and debt issuance costs							4 years 9 months 18 days			4 years 9 months 18 days
Unamortized debt discount							$ 30,543			$ 30,543
Total net carrying value							112,215			112,215
Amortization of debt issuance costs and debt discount					$ 7,200
Debt Instrument, Covenant, Maximum Debt Junior In Lien Property					150,000
Debt Instrument, Covenant, Minimum Required Cash Balance					$ 60,000
Debt Instrument, Convertible, Trading Day Observation Period \| d					50
Long-Term Debt, Fair Value							$ 118,100			$ 118,100
Debt Instrument, Interest Rate, Effective Percentage							19.18%			19.18%
Debt issuance costs attributable to liability							$ 7,600			$ 7,600
Debt Instrument, Discount, Gross							$ 31,900			$ 31,900
2029 Notes \| Convertible Debt \| Debt Conversion Terms One
Debt Instrument [Line Items]
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%
2029 Notes \| Convertible Debt \| Debt Conversion Terms Two
Debt Instrument [Line Items]
Threshold trading days in consideration of note conversion \| segment					5
Threshold consecutive trading days in analysis of conversion price \| segment					5
Threshold for five day period, product of sale price of common stock and conversion rate of notes					98.00%
2029 Notes \| Convertible Debt \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					106.50%
Debt Instrument, Redemption Price, Accrued And Unpaid Interest, Percentage					106.50%
2029 Notes \| Convertible Debt \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					103.25%
Debt Instrument, Redemption Price, Accrued And Unpaid Interest, Percentage					103.25%
2029 Notes \| Convertible Debt \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					113.00%
Debt Instrument, Redemption Price, Accrued And Unpaid Interest, Percentage					113.00%
2029 Notes \| Convertible Debt \| Debt Instrument, Redemption, Fundamental Change
Debt Instrument [Line Items]
Percentage of principal amount paid if repurchase due to fundamental change (percent)					100.00%
Debt Instrument, Redemption Price, Remaining Future Interest Payments, Percentage					66.00%
Debt Instrument, Redemption Price, Discount Percentage, Basis Points					50
2029 Notes \| Convertible Debt \| Earlier Of The Date of Issuance of Delayed Draw Notes And December 15. 2026
Debt Instrument [Line Items]
Debt instrument stated rate (percent)							10.83%			10.83%
Debt Instrument, Interest Rate, Stated Percentage, Cash							4.17%			4.17%
Debt Instrument, Interest Rate, Stated Percentage, Paid In Kind							6.66%			6.66%
2029 Notes \| Convertible Debt \| Date of Issuance of Delayed Draw Notes And Prior to December 15, 2026
Debt Instrument [Line Items]
Debt instrument stated rate (percent)							11.375%			11.375%
Debt Instrument, Interest Rate, Stated Percentage, Cash							4.375%			4.375%
Debt Instrument, Interest Rate, Stated Percentage, Paid In Kind							7.00%			7.00%
2029 Notes \| Convertible Debt \| On Or After December 15, 2026
Debt Instrument [Line Items]
Debt instrument stated rate (percent)							13.00%			13.00%
Debt Instrument, Interest Rate, Stated Percentage, Cash							5.00%			5.00%
Debt Instrument, Interest Rate, Stated Percentage, Paid In Kind							8.00%			8.00%
Exchange and Purchase Agreement
Debt Instrument [Line Items]
Gain on debt extinguishment							$ 68,100

Stockholders' Equity - Summary of Stock Option Activity and Weighted Average Exercise Prices (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Options
Beginning balance (in shares)	3,137	3,137
Granted (in shares)		1,000
Cancelled or expired (in shares)		(1,348)
Ending balance (in shares)		2,789
Options vested and expected to vest (in shares)		677
Options exercisable at end of period (in shares)		1,600
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 22.68	$ 22.68
Granted (in dollars per share)		1.02
Cancelled or expired (in dollars per share)		22.12
Ending balance (in dollars per share)		15.20
Options vested and expected to vest (in dollars per share)		6.89
Options exercisable at end of period (in dollars per share)		$ 22.61
Weighted Average Remaining Contractual Term
Weighted average remaining contract term, Options outstanding	4 years 10 months 2 days	6 years 1 month 28 days
Weighted average remaining contract term, Options vested and expected to vest		9 years 14 days
Weighted average remaining contract term, Options exercisable		3 years 11 months 8 days
Aggregate Intrinsic Value
Aggregate intrinsic value, Options outstanding		$ 0	$ 40
Aggregate intrinsic value, Options vested and expected to vest		0
Aggregate intrinsic value, Options exercisable		$ 0

Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 03, 2024	Dec. 31, 2023
Assets
Cash equivalents - money market funds	$ 114,474		$ 174,701
Total assets	114,474		174,701
Liabilities
Warrants liability	13,056	$ 5,300
Total liabilities	13,056
Recurring \| Level 1
Assets
Cash equivalents - money market funds	114,474		174,701
Total assets	114,474		174,701
Liabilities
Warrants liability	0
Total liabilities	0
Recurring \| Level 2
Assets
Cash equivalents - money market funds	0		0
Total assets	0		0
Liabilities
Warrants liability	0
Total liabilities	0
Recurring \| Level 3
Assets
Cash equivalents - money market funds	0		0
Total assets	0		$ 0
Liabilities
Warrants liability	13,056
Total liabilities	$ 13,056

Divestiture - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
Divestiture - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture					$ 0	$ 13,819
Restricted cash		$ 0			0	$ 2,143	$ 2,143
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	$ 2,000			$ 9,800	$ 1,800
WildHealth
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, ownership percentage in disposed asset		100.00%			100.00%
Gain (loss) on disposition of business		$ (600)
Disposal Group, Held-for-sale, Not Discontinued Operations \| Kasamba, Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business			$ 17,600

Variable Interest Entity (Details) - corporation	Sep. 30, 2024	Feb. 28, 2022
Variable Interest Entity [Line Items]
Variable interests, number of professional corporations		4
WildHealth
Variable Interest Entity [Line Items]
Disposal group, including discontinued operation, ownership percentage in disposed asset	100.00%

- Definition

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

+ References + Details

Legal Matters (Details) - Brown v. Layfield - USD ($)		1 Months Ended
Legal Matters (Details) - Brown v. Layfield - USD ($)	Sep. 05, 2024	Feb. 29, 2024
Loss Contingencies [Line Items]
Punitive damages		$ 850,000
Compensatory damages	$ 735,000

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2024
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 16 – 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 was considered a customer of the Company. No revenues were recognized for the services provided to Claire included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024, compared to revenues of zero and $3.8 million for the three and nine months ended September 30, 2023, respectively.

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

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

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

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Fair Value Measurements - Pricing Model Assumptions (Details) - Warrants	9 Months Ended
	Sep. 30, 2024 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in dollars per share)	$ 1.28
Expected life (in years)	9 years 8 months 4 days
Historical volatility (percent)	73.00%
Risk-free interest rate (percent)	3.79%

Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	May 17, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to) (in shares)	6,920,000
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to) (in shares)	42,367,744
Options term (in years)	10 years
Unrecognized compensation cost related to novested share-based compensation arrangements	$ 1.7
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	1 year 6 months
Stock Option \| 2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)	736,626
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to) (in shares)	2,000,000
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)	788,785
Incentive Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to) (in shares)	13,079,009
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)	75,129
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	1 year 7 months 6 days
Unrecognized compensation cost related to nonvested share-based compensation arrangements	$ 22.4
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
CEO Inducement Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock available for issuance (up to) (in shares)		1,000,000
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)		1,000,000
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance	0

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stock-Based Compensation

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

Stock Incentive Plan

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’s employees and directors to participate in the Company’s future performance through grants of stock-based awards of stock options and RSUs at the discretion of the board of directors. The number of shares authorized for issuance under the 2019 Stock Incentive Plan as of September 30, 2024 was 42,367,744 shares in the aggregate. Stock options granted under the 2019 Stock Incentive Plan have ten-year terms. As of September 30, 2024, 736,626 shares of common stock remained available for issuance (taking into account all stock option exercises and other equity award settlements through September 30, 2024).

Employee Stock Purchase Plan

As of September 30, 2024, there were 2,000,000 shares authorized and reserved for issuance under the Company’s ESPP, and as of September 30, 2024, 788,785 shares of common stock remained available for issuance under the ESPP (taking into account all share purchases through September 30, 2024).

Inducement Plan

There are 13,079,009 shares of common stock authorized and reserved for issuance under the Company’s 2018 Inducement Plan, inclusive of 6,920,000 shares, in the aggregate, authorized for issuance during the first and second quarters of 2024. As of September 30, 2024, 75,129 shares of common stock remained available for issuance under the Inducement Plan (taking into account all option exercises and other equity award settlements through September 30, 2024).

CEO Inducement Award

As part of an equity compensation package negotiated to induce John Sabino, the Company’s Chief Executive Officer, to accept employment with the Company, pursuant to the terms of the employment agreement entered into between Mr. Sabino and the Company, the Company granted Mr. Sabino an option to purchase 1,000,000 shares of common stock (the “CEO Inducement Award”) that will vest upon the satisfaction of certain performance-based and time-based vesting conditions. On May 17, 2024, the Company’s board of directors authorized 1,000,000 shares for issuance under the CEO Inducement Award in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4). The CEO Inducement Award was a standalone award granted outside of the 2019 Stock Incentive Plan and 2018 Inducement Plan. As of September 30, 2024, no shares of common stock remained available for issuance under the CEO Inducement Award.

Stock Option Activity

The following table is a summary of the Company’s stock option activity for the nine months ended September 30, 2024:


	Stock Option Activity				Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	Options		Weighted Average Exercise Price
	(In thousands)		(Per option)		(In years)	(In thousands)
Balance outstanding as of December 31, 2023	3,137		$	22.68	4.84	$	40
Granted	1,000	(1)	1.02

Cancelled or expired	(1,348)		22.12
Balance outstanding as of September 30, 2024	2,789		15.20		6.16	—
Options vested and expected to vest	677		6.89		9.04	—
Options exercisable as of September 30, 2024	1,600		$	22.61	3.94	$	—

——————————————

As of September 30, 2024, there was approximately $1.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 1.5 years.

Restricted Stock Unit and Performance-Vesting Restricted Stock Unit Activity

The following table is a summary of the Company’s RSU and PRSU activity for the nine months ended September 30, 2024:


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

	(In thousands)	(Per share)		(In thousands)
Balance outstanding as of December 31, 2023	5,064	$12.53		$	19,193
Awarded	8,305	1.02
Vested	(2,218)	10.28
Forfeited	(1,057)	15.86
Non-vested and outstanding as of September 30, 2024	10,094	3.20		12,921
Expected to vest	7,257	$	3.37	$	9,289

RSUs granted to employees generally vest over a three to four-year period or upon achievement of certain performance conditions. As of September 30, 2024, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested RSUs and PRSUs was approximately $22.4 million and the weighted-average remaining vesting period was 1.6 years.

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. There were no PRSUs granted during the three and nine months ended September 30, 2024. PRSUs granted during the three and nine months ended September 30, 2023, were immaterial.

Total stock-based compensation costs included in the condensed consolidated statements of operations for the periods presented are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)				(In thousands)
Cost of revenue	$	251	$	76	$	882	$	879
Sales and marketing	2,182		2,726		6,491		7,429
General and administrative	1,725		5,180		5,841		(6,070)
Product development	1,217		3,314		5,619		2,242
Total	$	5,375	$	11,296	$	18,833	$	4,480

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2024 (as amended on April 29, 2024).
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on previously reported net loss or equity.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Items subject to such estimates and assumptions include, but are not limited to: •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; •recognition, measurement, and disclosure of contingent liabilities; and •estimated fair values of convertible notes and warrants. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1.) The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2.) The nature and remaining duration of the restriction(s). 3.) The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company adopted this guidance on January 1, 2024, which did not have a material effect on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of FASB Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Specifically, the amendments in ASU 2024-01 add an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or non-employees in exchange for goods or services. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. ASU 2024-01 should be applied either retrospectively or prospectively. The Company does not expect this standard to have a material impact on its condensed 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 after December 15, 2023. As of September 30, 2024, the Company has one operating and reportable segment and does not expect this standard to have a material impact on its condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued 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 does not expect this standard to have a material impact on its condensed consolidated financial statements and related 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 condensed consolidated financial statements and related disclosures.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (28,309)	$ (53,312)	$ (22,145)	$ (59,910)
Foreign currency translation adjustment	2,535	(2,158)	831	(906)
Comprehensive loss	$ (25,774)	$ (55,470)	$ (21,314)	$ (60,816)

- Definition

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

+ References

+ Details

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Net Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units, warrants, 0.750% Convertible Senior Notes due 2024 (“2024 Notes”), and 0% Convertible Senior Notes due 2026 (the “2026 Notes”) are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share when including them has an anti-dilutive effect. See Note 8 – Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants for additional information about the 2024 Notes, 2026 Notes and First Lien Convertible Senior Notes due 2029 (the “2029 Notes” and together with the 2024 Notes and the 2026 Notes, the “Notes”).

Reconciliation of shares used in calculating basic and diluted net loss per share for the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands, except number of shares and per share amounts)
Net loss	$	(28,309)	$	(53,312)	$	(22,145)	$	(59,910)











Weighted-average number of shares outstanding, basic and diluted	89,515,111		78,005,210		88,773,677		76,902,316
Net loss per share, basic and diluted	$	(0.32)	$	(0.68)	$	(0.25)	$	(0.78)

The securities listed below were excluded from the computation of diluted net loss per share for all periods presented, as their effect would have been anti-dilutive.


	As of September 30,
	2024	2023

Shares subject to outstanding common stock options and employee stock purchase plan	2,788,694	3,256,397
Restricted stock units	10,093,975	4,570,885
Earn-outs	—	8,255,818
Conversion option of the 2024 Notes	406,021	1,878,862
Conversion option of the 2026 Notes	5,978,154	6,879,283
Warrants	9,746,723	—
Total	29,013,567	24,841,245

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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 the dates presented, are summarized as follows:


	September 30, 2024
	Level 1		Level 2		Level 3		Total

	(In thousands)
Assets
Cash equivalents - money market funds	$	114,474	$	—	$	—	$	114,474
Total assets	$	114,474	$	—	$	—	$	114,474
Liabilities
Warrants liability	$	—	$	—	$	13,056	$	13,056
Total liabilities	$	—	$	—	$	13,056	$	13,056


	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

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 Warrants and contingent earn-out liability were measured at fair value on a recurring basis and was classified as Level 3 within the fair value hierarchy. 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 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 the Notes as of the dates presented are as follows:


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

		(In thousands)
September 30, 2024
2026 Notes	2	$	160,736	$	361,204	$	—	$	(3,115)	$	358,089
2029 Notes	3	133,410		150,000		(30,543)		(7,242)		112,215
December 31, 2023
2024 Notes	2	$	71,396	$	72,492	$	—	$	(99)	$	72,393
2026 Notes	2	364,487		517,500		—		(5,935)		511,565

Management determined the fair value of 2026 Notes and 2024 Notes by using Level 2 inputs based on observable market prices and antithetic variable technique done by an independent valuation specialist. Management determined the fair value of the 2029 Notes by using Level 3 inputs, including the yield of 16% and the credit spread of 11.98%.

Warrants

The Company recorded the fair value of the Warrants upon issuance using the Black-Scholes valuation model and is required to revalue these Warrants at each reporting date with any changes in fair value recorded on the Company’s condensed statement of operations. The valuation of the Warrants was classified as Level 3 within the fair value hierarchy and is influenced by the fair value of the underlying, or notional amount of, common stock of the Company. A summary of the Black-Scholes pricing model assumptions used to record the fair value of the Warrants as of September 30, 2024 is as follows:


Stock price	$	1.28
Risk free rate	3.79		%
Expected life (in years)	9.68
Expected volatility	73		%

Any significant changes in the inputs may result in significantly higher or lower fair value measurements. Refer to Note 8 – Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants for additional information.

The changes in fair value of the Level 3 Warrants and earn-out liabilities as of the dates presented are as follows:


	September 30, 2024		December 31, 2023

	(in thousands)
Balance, beginning of year	$	—	$	72,221

Change in fair value of contingent consideration	—		4,629
Change in fair value of liability awards	—		(27,857)
Payments	—		(48,993)
Issuance of warrants	5,266		—
Change in fair value of warrants	7,790		—
Balance, end of period	$	13,056	$	—

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. 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, e-Bot7 and WildHealth, Inc. earn-outs for approximately $19.9 million, $9.3 million, $7.7 million, and $12.0 million, respectively.

Changes to the fair value of the earnouts were recognized as a component of stock-based compensation expense and Other (expense) income, net in the condensed 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 condensed consolidated statements of operations. There were no outstanding earnout liabilities as of September 30, 2024 based on settlements that were completed as of December 31, 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information

9 Months Ended

Sep. 30, 2024

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 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.

The Company was previously organized into two operating segments for purposes of making operating decisions and assessing performance: the Business segment and the Consumer segment. 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 19 – Divestitures for additional information.

Geographic Information


	September 30,		December 31,
	2024		2023

	(In thousands)
United States	$	402,873	$	438,420
Germany	43,037		45,424
Australia	11,749		11,660
Netherlands	5,853		5,863
Other (1)	15,255		12,438
Total long-lived assets	$	478,767	$	513,805

——————————————

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

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details