Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-30141 | |
Entity Registrant Name | LIVEPERSON, INC. | |
Entity Central Index Key | 0001102993 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3861628 | |
Entity Address, Address Line One | 530 7th Ave, Floor M1 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | (212) | |
Local Phone Number | 609-4200 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | LPSN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,328,068 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 393,330 | $ 521,846 |
Accounts receivable, net of allowances of $8,511 and $6,338 as of September 30, 2022 and December 31, 2021, respectively | 100,741 | 93,804 |
Prepaid expenses and other current assets | 31,919 | 20,626 |
Total current assets | 525,990 | 636,276 |
Operating lease right of use assets (Note 10) | 2,270 | 1,977 |
Property and equipment, net (Note 6) | 135,830 | 124,726 |
Contract acquisition costs | 39,903 | 40,675 |
Intangibles, net (Note 5) | 81,457 | 85,554 |
Goodwill (Note 5) | 300,578 | 291,215 |
Deferred tax assets | 4,570 | 5,034 |
Investment in joint venture | 3,993 | 0 |
Other assets | 2,487 | 1,199 |
Total assets | 1,097,078 | 1,186,656 |
Current liabilities: | ||
Accounts payable | 11,975 | 16,942 |
Accrued expenses and other current liabilities (Note 7) | 118,421 | 104,297 |
Deferred revenue (Note 2) | 103,219 | 98,808 |
Operating lease liability (Note 10) | 3,221 | 3,380 |
Total current liabilities | 236,836 | 223,427 |
Deferred revenue, net of current portion (Note 2) | 287 | 54 |
Convertible senior notes, net (Note 8) | 736,475 | 574,238 |
Operating lease liability, net of current portion (Note 10) | 698 | 2,733 |
Deferred tax liability | 2,355 | 2,049 |
Other liabilities | 30,916 | 34,718 |
Total liabilities | 1,007,567 | 837,219 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.001 par value - 200,000,000 shares authorized, 77,934,440 and 74,980,546 shares issued, 75,188,197 and 72,234,303 shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 78 | 75 |
Additional paid-in capital | 757,162 | 871,788 |
Treasury stock - 2,746,243 shares | (3) | (3) |
Accumulated deficit | (650,638) | (516,859) |
Accumulated other comprehensive loss | (17,088) | (5,564) |
Total stockholders’ equity | 89,511 | 349,437 |
Total liabilities and stockholders’ equity | $ 1,097,078 | $ 1,186,656 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances including credit loss and sales reserve | $ 8,511 | $ 6,338 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 77,934,440 | 74,980,546 |
Common stock, outstanding (in shares) | 75,188,197 | 72,234,303 |
Treasury stock (in shares) | 2,746,243 | 2,746,243 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 129,561 | $ 118,327 | $ 392,323 | $ 345,823 |
Costs and expenses | ||||
Cost of revenue | 43,681 | 38,795 | 138,297 | 112,377 |
Sales and marketing | 49,448 | 40,852 | 167,563 | 116,427 |
General and administrative | 32,171 | 17,193 | 92,152 | 47,784 |
Product development | 44,744 | 41,734 | 156,568 | 112,715 |
Restructuring costs | 7,111 | 44 | 17,949 | 3,269 |
Amortization of purchased intangibles | 920 | 488 | 2,742 | 1,237 |
Total costs and expenses | 178,075 | 139,106 | 575,271 | 393,809 |
Loss from operations | (48,514) | (20,779) | (182,948) | (47,986) |
Other income (expense), net: | ||||
Interest income (expense), net | 401 | (9,442) | (1,713) | (27,852) |
Other income (expense), net | 5,114 | (48) | 1,908 | 3,002 |
Total other income (expense), net | 5,515 | (9,490) | 195 | (24,850) |
Loss before provision for income taxes | (42,999) | (30,269) | (182,753) | (72,836) |
Provision for income taxes | 249 | 2,538 | 1,270 | 2,285 |
Net loss | $ (43,248) | $ (32,807) | $ (184,023) | $ (75,121) |
Net loss per share of common stock: | ||||
Basic net loss per common share (in dollars per share) | $ (0.56) | $ (0.47) | $ (2.39) | $ (1.09) |
Diluted net loss per common share (in dollars per share) | $ (0.56) | $ (0.47) | $ (2.39) | $ (1.09) |
Weighted-average shares used to compute net loss per share: | ||||
Weighted average shares outstanding used in basic net loss per common share calculation (in shares) | 77,784,346 | 69,798,839 | 76,969,629 | 68,926,203 |
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares) | 77,784,346 | 69,798,839 | 76,969,629 | 68,926,203 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation expense | $ 31,900 | $ 18,300 | $ 100,300 | $ 48,000 |
Depreciation expense | 21,414 | 20,471 | ||
Cost of revenue | ||||
Stock-based compensation expense | 2,905 | 1,337 | 9,156 | 4,618 |
Depreciation expense | 2,402 | 2,552 | 7,398 | 7,720 |
Amortization of purchased intangibles | 4,811 | 1,343 | 13,788 | 3,702 |
Sales and marketing | ||||
Stock-based compensation expense | 6,021 | 4,228 | 18,612 | 11,383 |
Depreciation expense | 637 | 602 | 1,794 | 1,820 |
General and administrative | ||||
Stock-based compensation expense | 12,034 | 4,103 | 35,703 | 9,863 |
Depreciation expense | 109 | 15 | 342 | 103 |
Product development | ||||
Stock-based compensation expense | 10,980 | 8,601 | 36,852 | 22,103 |
Depreciation expense | $ 3,915 | $ 3,724 | $ 11,880 | $ 10,828 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (43,248) | $ (32,807) | $ (184,023) | $ (75,121) |
Foreign currency translation adjustment | (5,026) | (3,056) | (11,524) | (4,237) |
Comprehensive loss | $ (48,274) | $ (35,863) | $ (195,547) | $ (79,358) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Adjustment | Adjustment Additional Paid-in Capital | Adjustment Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 243,934 | $ 70 | $ (3) | $ 635,672 | $ (391,885) | $ 80 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 70,264,265 | (2,709,830) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 2,617 | 2,617 | |||||||
Common stock issued upon exercise of stock options (in shares) | 209,185 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 0 | $ 1 | (1) | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 454,508 | ||||||||
Stock-based compensation | 9,225 | 9,225 | |||||||
Cash awards settled in shares of the Company’s common stock | 25,925 | 25,925 | |||||||
Cash awards settled in shares of the company's common stock (in shares) | 400,700 | ||||||||
Common stock issued under Employee Stock Purchase Plan | 1,257 | 1,257 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 22,544 | ||||||||
Net loss | (21,195) | (21,195) | |||||||
Other comprehensive loss | (1,746) | (1,746) | |||||||
Ending balance at Mar. 31, 2021 | 260,017 | $ 71 | $ (3) | 674,695 | (413,080) | (1,666) | |||
Ending balance (in shares) at Mar. 31, 2021 | 71,351,202 | (2,709,830) | |||||||
Beginning balance at Dec. 31, 2020 | 243,934 | $ 70 | $ (3) | 635,672 | (391,885) | 80 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 70,264,265 | (2,709,830) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (75,121) | ||||||||
Ending balance at Sep. 30, 2021 | 262,109 | $ 73 | $ (3) | 733,202 | (467,006) | (4,157) | |||
Ending balance (in shares) at Sep. 30, 2021 | 72,723,049 | (2,709,830) | |||||||
Beginning balance at Mar. 31, 2021 | 260,017 | $ 71 | $ (3) | 674,695 | (413,080) | (1,666) | |||
Beginning balance (in shares) at Mar. 31, 2021 | 71,351,202 | (2,709,830) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 3,999 | 3,999 | |||||||
Common stock issued upon exercise of stock options (in shares) | 252,155 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 0 | $ 1 | (1) | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 252,218 | ||||||||
Stock-based compensation | 9,524 | 9,524 | |||||||
Cash awards settled in shares of the Company’s common stock | 7,578 | 7,578 | |||||||
Cash awards settled in shares of the company's common stock (in shares) | 137,300 | ||||||||
Common stock issued under Employee Stock Purchase Plan | 1,128 | 1,128 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 24,270 | ||||||||
Net loss | (21,119) | (21,119) | |||||||
Other comprehensive loss | 565 | 565 | |||||||
Ending balance at Jun. 30, 2021 | 261,692 | $ 72 | $ (3) | 696,923 | (434,199) | (1,101) | |||
Ending balance (in shares) at Jun. 30, 2021 | 72,017,145 | (2,709,830) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 3,036 | 3,036 | |||||||
Common stock issued upon exercise of stock options (in shares) | 191,693 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 0 | ||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 142,867 | ||||||||
Stock-based compensation | 12,148 | 12,148 | |||||||
Common stock issued under Employee Stock Purchase Plan | 1,083 | 1,083 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 19,882 | ||||||||
Net loss | (32,807) | ||||||||
Other comprehensive loss | (3,056) | (3,056) | |||||||
Ending balance at Sep. 30, 2021 | 262,109 | $ 73 | $ (3) | 733,202 | (467,006) | (4,157) | |||
Ending balance (in shares) at Sep. 30, 2021 | 72,723,049 | (2,709,830) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock in connection with acquisitions | 20,013 | $ 1 | 20,012 | ||||||
Issuance of common stock in connection with acquisitions (in shares) | 351,462 | ||||||||
Ending balance at Dec. 31, 2021 | 349,437 | $ 75 | $ (3) | 871,788 | (516,859) | (5,564) | |||
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ (159,407) | $ (209,651) | $ 50,244 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 74,980,546 | (2,746,243) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 506 | 506 | |||||||
Common stock issued upon exercise of stock options (in shares) | 40,483 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 0 | ||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 444,043 | ||||||||
Stock-based compensation | 20,522 | 20,522 | |||||||
Cash awards settled in shares of the Company’s common stock | 17,299 | $ 1 | 17,298 | ||||||
Cash awards settled in shares of the company's common stock (in shares) | 735,519 | ||||||||
Common stock issued under Employee Stock Purchase Plan | 1,415 | 1,415 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 82,100 | ||||||||
Issuance of common stock in connection with acquisitions | 17,637 | $ 1 | 17,636 | ||||||
Issuance of common stock in connection with acquisitions (in shares) | 779,946 | ||||||||
Net loss | (65,364) | (65,364) | |||||||
Other comprehensive loss | (1,699) | (1,699) | |||||||
Ending balance at Mar. 31, 2022 | 180,346 | $ 77 | $ (3) | 719,514 | (531,979) | (7,263) | |||
Ending balance (in shares) at Mar. 31, 2022 | 77,062,637 | (2,746,243) | |||||||
Beginning balance at Dec. 31, 2021 | $ 349,437 | $ 75 | $ (3) | 871,788 | (516,859) | (5,564) | |||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ (159,407) | (209,651) | 50,244 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 74,980,546 | (2,746,243) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options (in shares) | 200,000 | ||||||||
Net loss | $ (184,023) | ||||||||
Ending balance at Sep. 30, 2022 | 89,511 | $ 78 | $ (3) | 757,162 | (650,638) | (17,088) | |||
Ending balance (Accounting Standards Update 2020-06) at Sep. 30, 2022 | (209,700) | 50,200 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 77,934,440 | (2,746,243) | |||||||
Beginning balance at Mar. 31, 2022 | 180,346 | $ 77 | $ (3) | 719,514 | (531,979) | (7,263) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 77,062,637 | (2,746,243) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 389 | 389 | |||||||
Common stock issued upon exercise of stock options (in shares) | 25,295 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 1 | $ 1 | 0 | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 372,500 | ||||||||
Stock-based compensation | 18,826 | 18,826 | |||||||
Common stock issued under Employee Stock Purchase Plan | 1,403 | 1,403 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 99,495 | ||||||||
Net loss | (75,411) | (75,411) | |||||||
Other comprehensive loss | (4,799) | (4,799) | |||||||
Ending balance at Jun. 30, 2022 | 120,755 | $ 78 | $ (3) | 740,132 | (607,390) | (12,062) | |||
Ending balance (in shares) at Jun. 30, 2022 | 77,559,927 | (2,746,243) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon exercise of stock options | 343 | 343 | |||||||
Common stock issued upon exercise of stock options (in shares) | 134,423 | ||||||||
Common stock issued upon vesting of restricted stock units (“RSUs”) | 0 | ||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 161,272 | ||||||||
Stock-based compensation | 15,843 | 15,843 | |||||||
Common stock issued under Employee Stock Purchase Plan | 844 | 844 | |||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 78,818 | ||||||||
Net loss | (43,248) | (43,248) | |||||||
Other comprehensive loss | (5,026) | (5,026) | |||||||
Ending balance at Sep. 30, 2022 | $ 89,511 | $ 78 | $ (3) | $ 757,162 | $ (650,638) | $ (17,088) | |||
Ending balance (Accounting Standards Update 2020-06) at Sep. 30, 2022 | $ (209,700) | $ 50,200 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 77,934,440 | (2,746,243) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (184,023,000) | $ (75,121,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation expense | 100,323,000 | 47,967,000 |
Depreciation | 21,414,000 | 20,471,000 |
Amortization of purchased intangibles and finance leases | 16,530,000 | 4,939,000 |
Amortization of debt issuance costs | 2,831,000 | 1,858,000 |
Accretion of debt discount on convertible senior notes | 0 | 24,770,000 |
Allowance for credit losses | 4,669,000 | 2,431,000 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (8,568,000) | 0 |
Gain on settlement of leases | 0 | (3,483,000) |
Deferred income taxes | 770,000 | (1,129,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13,856,000) | (5,827,000) |
Prepaid expenses and other current assets | (13,519,000) | (10,269,000) |
Contract acquisition costs noncurrent | (2,842,000) | (4,765,000) |
Other assets | (123,000) | 741,000 |
Accounts payable | (4,229,000) | (354,000) |
Accrued expenses and other current liabilities | (12,234,000) | 22,176,000 |
Deferred revenue | 7,450,000 | 14,925,000 |
Operating lease liabilities | (2,148,000) | (4,018,000) |
Other liabilities | 8,084,000 | 330,000 |
Net cash (used in) provided by operating activities | (79,471,000) | 35,642,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment, including capitalized software | (35,212,000) | (33,821,000) |
Investment in joint venture | (3,993,000) | 0 |
Payments for acquisition, net of cash acquired | (3,458,000) | (23,014,000) |
Repayment of debt acquired in acquisition | 0 | (1,955,000) |
Payments for intangible assets | (1,394,000) | (1,931,000) |
Net cash used in investing activities | (44,057,000) | (60,721,000) |
FINANCING ACTIVITIES: | ||
Principal payments for financing leases | (2,785,000) | (2,604,000) |
Proceeds from issuance of common stock in connection with the exercise of options and ESPP | 1,238,000 | 13,127,000 |
Payments on conversion of convertible senior notes | 0 | (2,000) |
Net cash (used in) provided by financing activities | (1,547,000) | 10,521,000 |
Effect of foreign exchange rate changes on cash and cash equivalents | (4,713,000) | (5,072,000) |
Net decrease in cash, cash equivalents, and restricted cash | (129,788,000) | (19,630,000) |
Cash, cash equivalents, and restricted cash - beginning of year | 523,532,000 | 654,152,000 |
Cash, cash equivalents, and restricted cash - end of period | 393,744,000 | 634,522,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 393,330,000 | 633,042,000 |
Restricted cash in prepaid expenses and other current assets | 414,000 | 1,480,000 |
Total cash, cash equivalents, and restricted cash | 393,744,000 | 634,522,000 |
Supplemental disclosure of other cash flow information: | ||
Cash paid for income taxes | 3,079,000 | 2,219,000 |
Cash paid for interest | 1,895,000 | 1,981,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Increase in convertible senior notes, net upon adoption of ASU 2020-06 (Note 1) | 159,407,000 | 0 |
Purchase of property and equipment recorded in accounts payable | 113,000 | 581,000 |
Issuance of shares of common stock to settle cash awards | 17,298,000 | 33,503,000 |
Right of use assets obtained in exchange for operating lease liabilities | 2,417,000 | 1,856,000 |
Noncash or part noncash acquisition, contingent liability | 6,113,000 | |
Noncash or part noncash acquisition, contingent liability | 6,113,000 | |
WildHealth | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock issued | $ 17,675,000 | 0 |
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares) | 776,825 | |
Noncash or part noncash acquisition, contingent liability | $ 38,151,000 | 0 |
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares) | 776,825 | |
Stock issued | $ 17,675,000 | 0 |
Noncash or part noncash acquisition, contingent liability | 38,151,000 | 0 |
ebot-7 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock issued | $ 0 | 20,012,000 |
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares) | 351,462 | |
Issuance of 779,946 shares of common stock in connection with the WildHealth transaction in February 2022 (shares) | 351,462 | |
Stock issued | $ 0 | 20,012,000 |
ebot-7 | Contingent earn-out | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Noncash or part noncash acquisition, contingent liability | 6,026,000 | |
Noncash or part noncash acquisition, contingent liability | $ 6,026,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation LivePerson, Inc. (“LivePerson”, the “Company”, “we”, “our” or “us”) is a leading Conversational Artificial Intelligence (“AI”) company creating digital experiences that are Curiously Human. Conversational AI allows humans and machines to interact using natural language, including speech or text. During the past decade, consumers have made mobile devices the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. The Company’s technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, short message service (“SMS”), WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and AI to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and increasingly marketing, social, and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see product inventory, schedule appointments, apply for credit, approve repairs, and make purchases or payments - all without ever leaving the messaging channel. These AI and human-assisted conversational experiences constitute the Conversational Space, within which LivePerson has strategically developed one of the industry’s largest ecosystems of messaging endpoints and use cases. The Conversational Cloud, the Company’s enterprise-class cloud-based platform, enables businesses to become conversational by securely deploying AI-powered messaging at scale for brands with tens of millions of customers and many thousands of agents. The Conversational Cloud powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, SMS, social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (“IVRs”) and wait on hold. Similarly, the Conversational Cloud can ingest traditional emails and convert them into messaging conversations, or embed messaging conversations directly into web advertisements, rather than redirect consumers to static website landing pages. Agents can manage all conversations with consumers through a single console interface, regardless of where the conversations originated. LivePerson’s robust, cloud-based suite of rich messaging, real-time chat, AI and automation offerings features consumer and agent facing bots, intelligent routing and capacity mapping, real-time intent detection and analysis, queue prioritization, customer sentiment, analytics and reporting, content delivery, Payment Card Industry (“PCI”) compliance, co-browsing and a sophisticated proactive targeting engine. An extensible application programming interface (“API”) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than 40 APIs and software development kits are available on the Conversational Cloud. LivePerson’s Conversational AI offerings put the power of bot development, training, management and analysis into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what the Company calls “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with the Company’s proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations. LivePerson’s consumer services offering is an online marketplace that connects independent service providers (“Experts”) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (“Users”). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. The Company completed an initial public offering in April 2000 and is currently traded on the Nasdaq Global Select Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). LivePerson is headquartered in New York City. LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. Basis of Presentation The accompanying condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Equity Method Investment The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20.0% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions. Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company periodically reassesses whether it is the primary beneficiary of a VIE. See Note 18 – Variable Interest Entities for the Company’s assessment of VIEs. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: • revenue recognition; • stock-based compensation; • accounts receivable; • valuation of goodwill; • valuation of intangible assets; • income taxes; and • legal contingencies. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies. Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gain or losses are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Recently Issued Accounting Pronouncements Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1. The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2. The nature and remaining duration of the restriction(s). 3. The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company does not expect the adoption of ASU 2022-03 to have a significant impact on its condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: • removing certain conditions required to meet the settlement criterion; • clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period; and • clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings per share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. In connection with the adoption of ASU 2020-06, the Company recognized a $50.2 million decrease to accumulated deficit, a $209.7 million decrease to additional paid-in capital, and a $159.4 million increase to convertible senior notes, net. See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the convertible senior notes, net on the condensed consolidated balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended September 30, 2022, that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | The majority of the Company’s revenue is generated from monthly service revenues, which is inclusive of its platform usage pricing model, and related professional services from the sale of its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those servic es. No single customer accounted for 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2022 and 2021. Remaining Performance Obligation As of September 30, 2022, the aggregate amount of the total transaction price allocated in contracts with original duration of one year or greater to the remaining performance obligations w as $430.5 million. Approximately 88% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance as of September 30, 2022 is primarily driven by cash payments received or due in advance of its performance obligations, partially offset by $67.2 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2021. The following table presents deferred revenue by revenue source: Deferred Revenue September 30, December 31, (In thousands) Hosted services – Business $ 101,113 $ 94,107 Hosted services – Consumer 795 870 Professional services – Business 1,311 3,831 Total deferred revenue - short term $ 103,219 $ 98,808 Hosted services – Business 171 — Professional services – Business $ 116 $ 54 Total deferred revenue - long term $ 287 $ 54 Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Revenue: Hosted services – Business $ 89,491 $ 93,234 $ 290,671 $ 271,966 Hosted services – Consumer 9,460 9,123 27,711 27,944 Professional services – Business 30,610 15,970 73,941 45,913 Total revenue $ 129,561 $ 118,327 $ 392,323 $ 345,823 Revenue by Geographic Location The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) United States $ 89,619 $ 80,096 $ 267,189 $ 229,802 Other Americas (1) 2,470 4,009 10,484 11,917 Total Americas 92,089 84,105 277,673 241,719 EMEA (2) (4) 16,107 23,399 57,890 68,092 APAC (3) 21,365 10,823 56,760 36,012 Total revenue $ 129,561 $ 118,327 $ 392,323 $ 345,823 ————————————— (1) Canada, Latin America and South America (2) Europe, the Middle East and Africa (“EMEA”) (3) Asia-Pacific (“APAC”) (4) Includes revenues from the United Kingdom of $13.1 million and $14.3 million for the three months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $1.3 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively. Includes revenues from the United Kingdom of $41.6 million and $42.4 million for the nine months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $4.8 million and $3.7 million for the nine months ended September 30, 2022 and 2021, respectively. Information about Contract Balances Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s deferred revenue balance is related to Hosted services - Business revenue . In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the condensed consolidated balance sheet. Contract acquisition costs represent prepaid sales commissions. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows (in thousands): Accounts Receivable Unbilled Receivable Contract Acquisition Deferred Revenue (Current) Deferred Revenue Opening balance as of December 31, 2021 $ 69,259 $ 24,545 $ 40,675 $ 98,808 $ 54 Increase (decrease), net 5,863 1,074 (772) 4,411 233 Ending balance as of September 30, 2022 $ 75,122 $ 25,619 $ 39,903 $ 103,219 $ 287 Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. Allowance for Doubtful Accounts (In thousands) Balance as of December 31, 2021 $ 6,338 Additions charged to costs and expenses 4,669 Deductions/write-offs (2,496) Balance as of September 30, 2022 $ 8,511 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. All options, warrants, or other potentially dilutive instruments issued for nominal consideration are required to be included in the calculation of basic and diluted net income attributable to common stockholders. Diluted EPS is calculated using the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. In applying the “if-converted” method for diluted net income per share, the Company would assume conversion of the 2024 Notes at a ratio of 25.9182 shares of its common stock per $1,000 principal amount of the 2024 Notes. The Company would assume conversion of the 2026 Notes at a ratio of 13.2933 shares of its common stock per $1,000 principal amount of the 2026 Notes. Assumed converted shares of the Company’s common stock are weighted for the period the 2024 Notes and 2026 Notes were outstanding. The shares of common stock underlying the conversion option of the 2024 Notes and 2026 Notes were not included in the calculation of diluted income per share for the three and nine months ended September 30, 2022 and 2021 . See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the 2024 Notes and 2026 Notes. A reconciliation of shares used in calculating basic and diluted net loss per share follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net loss (in thousands) $ (43,248) $ (32,807) $ (184,023) $ (75,121) Weighted average number of shares outstanding, basic and diluted 77,784,346 69,798,839 76,969,629 68,926,203 Net loss per share, basic and diluted $ (0.56) $ (0.47) $ (2.39) $ (1.09) The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows: As of September 30, 2022 2021 Shares subject to outstanding common stock options and employee stock purchase plan 4,514,229 4,291,829 Restricted stock units 5,246,300 3,063,156 Fair value of earn-outs 11,996,072 697,133 Conversion option of the 2024 Notes 5,961,186 5,961,186 Conversion option of the 2026 Notes 6,879,283 6,879,283 Total 34,597,070 20,892,587 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationThe Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. Both segments currently generate their revenue primarily in the United States. The chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income (loss) of each segment. The reporting segments follow the same accounting polices used in the preparation of the Company’s condensed consolidated financial statements which are described in Note 1 – Description of Business and Basis of Presentation. The Company allocates cost of revenue, sales and marketing, and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs, or income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales. Summarized financial information by segment for the three months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 89,491 $ — $ — $ 89,491 Hosted services – Consumer — 9,460 — 9,460 Professional services – Business 30,610 — — 30,610 Total revenue 120,101 9,460 — 129,561 Cost of revenue 42,392 1,289 — 43,681 Sales and marketing 42,826 6,622 — 49,448 Amortization of purchased intangibles 920 — — 920 Unallocated corporate expenses — — 84,026 84,026 Operating income (loss) $ 33,963 $ 1,549 $ (84,026) $ (48,514) Summarized financial information by segment for the three months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 93,234 $ — $ — $ 93,234 Hosted services – Consumer — 9,123 — 9,123 Professional services – Business 15,970 — — 15,970 Total revenue 109,204 9,123 — 118,327 Cost of revenue 37,057 1,738 — 38,795 Sales and marketing 34,640 6,212 — 40,852 Amortization of purchased intangibles 488 — — 488 Unallocated corporate expenses — — 58,971 58,971 Operating income (loss) $ 37,019 $ 1,173 $ (58,971) $ (20,779) Summarized financial information by segment for the nine months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 290,671 $ — $ — $ 290,671 Hosted services – Consumer — 27,711 — 27,711 Professional services – Business 73,941 — — 73,941 Total revenue 364,612 27,711 — 392,323 Cost of revenue 134,229 4,068 — 138,297 Sales and marketing 148,370 19,193 — 167,563 Amortization of purchased intangibles 2,742 — — 2,742 Unallocated corporate expenses — — 266,669 266,669 Operating income (loss) $ 79,271 $ 4,450 $ (266,669) $ (182,948) Summarized financial information by segment for the nine months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 271,966 $ — $ — $ 271,966 Hosted services – Consumer — 27,944 — 27,944 Professional services – Business 45,913 — — 45,913 Total revenue 317,879 27,944 — 345,823 Cost of revenue 106,932 5,445 — 112,377 Sales and marketing 96,758 19,669 — 116,427 Amortization of purchased intangibles 1,237 — — 1,237 Unallocated corporate expenses — — 163,768 163,768 Operating income (loss) $ 112,952 $ 2,830 $ (163,768) $ (47,986) Geographic Information The Company is domiciled in the United States and has international operations around the globe. The following table presents the Company’s long-lived assets by geographic region as of the dates presented: September 30, December 31, (In thousands) United States $ 476,244 $ 444,318 Germany 42,927 52,342 Israel 23,161 20,754 Australia 12,031 12,771 Netherlands 3,320 4,566 Other (1) 13,405 15,629 Total long-lived assets $ 571,088 $ 550,380 —————————————— (1) United Kingdom, Japan, France, Italy, Spain, Canada, and Singapore. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows: Business Consumer Consolidated (In thousands) Balance as of December 31, 2021 $ 283,191 $ 8,024 $ 291,215 Adjustments to goodwill: Acquisitions 15,511 — 15,511 Foreign exchange adjustment (6,148) — (6,148) Balance as of September 30, 2022 $ 292,554 $ 8,024 $ 300,578 During the third quarter of 2022, the Company performed a quantitative analysis to determine whether it was more likely than not that goodwill impairment existed as of the annual impairment test date. As a result of this assessment, the Company concluded that the estimated fair values of each reporting unit exceeded their respective carrying values. Therefore, the Company did not record goodwill impairment for the three and nine months ended September 30, 2022. The Company also did not record goodwill impairment for the three and nine months ended September 30, 2021. Intangible Assets, Net Intangible assets, net, are summarized as follows: As of September 30, 2022 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 97,143 $ (41,938) $ 55,205 5.0 years Customer relationships 31,795 (16,795) 15,000 10.0 years Patents 10,234 (1,332) 8,902 12.8 years Trademarks 1,275 (312) 963 5.0 years Trade names 1,040 (273) 767 2.8 years Other 914 (294) 620 4.1 years Total intangible assets $ 142,401 $ (60,944) $ 81,457 As of December 31, 2021 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 90,626 $ (30,757) $ 59,869 5.1 years Customer relationships 32,162 (15,164) 16,998 10.0 years Patents 7,988 (1,137) 6,851 11.8 years Trademarks 1,474 (135) 1,339 5.0 years Trade names 460 (43) 417 2.1 years Other 314 (234) 80 2.2 years Total intangible assets $ 133,024 $ (47,470) $ 85,554 Amortization expense is calculated over the estimated useful life of the asset. A portion of this amortization is included in cost of revenue. Aggregate amortization expense for intangible assets, net was $4.8 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $13.8 million and $2.2 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, estimated annual amortization expense for the next five years and thereafter is as follows: Estimated Amortization Expense (In thousands) Remainder of fiscal 2022 $ 4,626 2023 17,753 2024 15,965 2025 15,567 2026 12,901 Thereafter 14,645 Total $ 81,457 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented: September 30, December 31, (In thousands) Computer equipment and software $ 123,237 $ 120,685 Internal-use software development costs 150,831 122,479 Finance lease right of use assets 3,998 6,797 Furniture, equipment, and building improvements 519 258 Property and equipment, at cost 278,585 250,219 Less: accumulated depreciation (142,755) (125,493) Property and equipment, net $ 135,830 $ 124,726 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities for the periods presented: September 30, December 31, (In thousands) Professional services and consulting and other vendor fees $ 42,381 $ 58,811 Payroll and other employee related costs 22,373 29,855 Short-term contingent earn-out 36,109 — Sales commissions 2,010 4,269 Finance lease liability 3,412 3,738 Unrecognized tax benefits 2,377 2,424 Restructuring 5,710 1,694 Taxes other than income tax 1,196 918 Other 2,853 2,588 Total accrued expenses and other current liabilities $ 118,421 $ 104,297 |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | Convertible Senior Notes, Net and Capped Call Transactions Convertible Senior Notes due 2024 and Capped Calls In March 2019, the Company issued $230.0 million aggregate principal amount of its 0.750% Convertible Senior Notes due 2024 (the “2024 Notes”) in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2024 Notes. Interest on the 2024 Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The 2024 Notes will mature on March 1, 2024, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2024 Notes, after deducting debt issuance costs, paid, or payable by the Company, was approximately $221.4 million. Each $1,000 in principal amount of the 2024 Notes is initially convertible into 25.9182 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $38.58 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event. The 2024 Notes are not redeemable prior to the maturity date of the 2024 Notes and no sinking fund is provided for the 2024 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2024 Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding November 1, 2023, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2024 Notes) per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, holders may convert all or any portion of their 2024 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. During the three and nine months ended September 30, 2022, the conditions allowing holders of the 2024 Notes to convert were not met. The 2024 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that did not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $52.9 million and was determined by deducting the fair value of the liability component from the par value of the 2024 Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an effective interest rate over the contractual term of the 2024 Notes. This accounting treatment no longer applies under ASU 2020-06. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total amount incurred of approximately $8.6 million to the liability and equity components of the 2024 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $6.6 million, were recorded as an additional debt discount and were amortized to interest expense using the effective interest method over the contractual term of the 2024 Notes. Issuance costs attributable to the equity component were approximately $2.0 million and recorded as a reduction of additional paid in capital in stockholders’ equity. This accounting treatment no longer applies under ASU 2020-06. In accounting for the 2024 Notes after the adoption of ASU 2020-06, the 2024 Notes are accounted for as a single liability, and the carrying amount of the 2024 Notes is $227.5 million as of September 30, 2022, consisting of principal of $230.0 million, net of unamortized debt issuance costs of $2.5 million . The 2024 Notes were classified as long term liabilities as of September 30, 2022. The remaining term ov er which the 2024 Notes’ debt issuance costs will be amortized is 1.4 years. The effective interest rate on the debt was 1.53% for the three and nine months ended September 30, 2022. In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2024 capped calls”). The 2024 capped calls each have an initial strike price of approximately $38.58 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2024 Notes. The 2024 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The 2024 capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 2024 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2024 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2024 capped calls expire on March 1, 2024, subject to earlier exercise. The 2024 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2024 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2024 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2024 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $23.2 million incurred to purchase the 2024 capped calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet. Convertible Senior Notes due 2026 and Capped Calls In December 2020, the Company issued $517.5 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Notes” and together with the 2024 Notes, the “Notes”) in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2026 Notes. The 2026 Notes will mature on December 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2026 Notes, after deducting debt issuance costs, paid or payable by the Company, was approximately $505.3 million. Each $1,000 in principal amount of the 2026 Notes is initially convertible into 13.2933 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $75.23 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2026 Notes in connection with such a corporate event. The 2026 Notes are not redeemable prior to the maturity date of the 2026 Notes and no sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2026 Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. Holders of the 2026 Notes may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2026 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) with respect to any 2026 Notes that the Company calls for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after August 15, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. During the three and nine months ended September 30, 2022, the conditions allowing holders of the 2026 Notes to convert were not met. The 2026 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2026 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that did not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $162.5 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an effective interest rate over the contractual term of the 2026 Notes. This accounting treatment no longer applies under ASU 2020-06. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total amount incurred of approximately $12.2 million to the liability and equity components of the 2026 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $8.5 million, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual term of the 2026 Notes. Issuance costs attributable to the equity component were approximately $3.7 million and recorded as a reduction of additional paid in capital in stockholders’ equity. This accounting treatment no longer applies under ASU 2020-06. In accounting for the 2026 Notes after the adoption of ASU 2020-06, the 2026 Notes are accounted for as a single liability, and the carrying amount of the 2026 Notes is $509.0 million as of September 30, 2022, consisting of principal of $517.5 million, net of issuance costs of $8.5 million . The 2026 Notes were classified as long term liabilities as of September 30, 2022.The remaining term over which the 2026 Notes’ debt issuance costs will be amortized is 4.2 years. The effective interest rate on the debt was 0.40% for the three and nine months ended September 30, 2022. In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2026 capped calls”). The 2026 capped calls each have an initial strike price of approximately $75.23 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The 2026 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The 2026 capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 2026 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2026 capped calls expire on December 15, 2026, subject to earlier exercise. The 2026 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2026 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2026 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2026 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $46.1 million incurred to purchase the 2026 capped calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet. The net carrying amount of the liability component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows: September 30, December 31, (In thousands) Principal $ 747,500 $ 747,500 Unamortized discount — (162,960) Unamortized issuance costs (11,025) (10,302) Net carrying amount $ 736,475 $ 574,238 The net carrying amount of the equity component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows: September 30, December 31, (In thousands) Proceeds allocated to the conversion options (debt discount) $ — $ 215,434 Issuance costs — (5,783) Net carrying amount $ — $ 209,651 The following table sets forth the interest expense recognized related to the Notes: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Contractual interest expense $ 431 $ 431 $ 1,294 $ 1,294 Amortization of issuance costs 946 630 2,831 1,858 Amortization of debt discount — 8,396 — 24,770 Total interest expense $ 1,377 $ 9,457 $ 4,125 $ 27,922 Interest expense of $1.4 million and $4.1 million are reflected as a component of interest expense, net in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In February 2022, the Company completed the acquisition of 100% of the equity of WildHealth, Inc. (“WildHealth”), a precision medicine company operating in the United States, for a total purchase price of $22.3 million. The purchase price consisted of approximately $4.6 million in cash and $17.7 million in shares of common stock of the Company. As part of the purchase price, the Company issued 776,825 common shares that had a total fair value of $20.8 million based on the closing market price of $26.81 on the acquisition date of February 7, 2022. This acquisition is part of the Company’s strategy to accelerate its technology-driven healthcare offerings by combining a rich healthcare data platform with Conversational AI to enable B2B healthcare brands to scale and personalize patient engagement. The transaction was accounted for as a business combination. In connection with the acquisition, the Company entered into stock forfeiture agreements with certain employees of WildHealth, under which a portion of the purchase price will be subject to vesting conditions based on continuing employment post acquisition. The Company has allocated the purchase consideration subject to the stock forfeiture agreements between pre and post combination periods. Former stockholders of WildHealth have the right to receive in the aggregate up to an additional $120.0 million earn-out (to be settled in the Company’s equity or cash at the Company’s election, but with the cash election restricted to 18.0 percent of the total earn-out) based upon satisfaction of certain financial milestones over the period from October 31, 2022 through December 31, 2025. The Company has accounted for the earn-out as a compensation arrangement in accordance with ASC 718, “Compensation - Stock Compensation,” pursuant to which such earn-out payments are liability classified to be recognized over the requisite service periods. For the earn-outs, the Company accrued $14.7 million and $38.2 million for the three and nine months ended September 30, 2022, respecti vely, which is reflected as a component of other liabilities and accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets and as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations. The purchase price allocation resulted in approximately $15.5 million of goodwill and $8.3 million of intangible assets. WildHealth is part of the Business Segment and is a separate reporting unit. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded for $1.6 million. The Company recorded an indemnification asset of $1.2 million relating to a pre-acquisition liability assumed. The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date: WildHealth Acquisition (In thousands) Assets acquired Cash $ 1,353 Other current assets 382 Fixed assets 248 Intangible assets 8,300 Other assets 1,037 Total assets acquired $ 11,320 Liabilities assumed Current liabilities assumed $ (1,463) Deferred tax liabilities (1,603) Other liabilities assumed (1,500) Total liabilities assumed (4,566) Net assets acquired 6,754 Total acquisition consideration 22,265 Goodwill $ 15,511 Other current assets acquired in connection with the acquisition consisted primarily of accounts receivable and other short term assets. Current liabilities assumed in connection with the acquisition consisted primarily of accounts payable, deferred revenue and other short term liabilities. The following is the breakout of the intangible assets acquired: Fair Value Useful life (In thousands) Amortizing intangible assets: Developed technology $ 7,100 5.0 years Trade name 600 5.0 years Fellowship content 600 5.0 years Total amortizing intangible assets $ 8,300 The Company applied a multi-period excess earnings method of the income approach to estimate the fair values of the intangible assets acquired. The intangible assets acquired in the business acquisition were developed technology, trade name, and fellowship content for the fair value of $8.3 million, determined based on the estimated fair value of expected after-tax cash flows attributable to annual recurring revenue from customers. The Company applied various estimates and assumptions with respect to forecasted revenue growth rates, the revenue attributable to the existing customers over time and the discount rate. The fair values assigned to the other tangible and identifiable intangible assets acquired and liabilities assumed as part of the business combination were based on management’s estimates and assumptions. The Company began amortizing the intangible assets on the date of acquisition over a period of five years based on expected future cash flow. The amortization expense is recorded to amortization of purchased intangibles in the condensed consolidated statements of operations. The Company incurred $0.3 million i n acquisition costs related to the WildHealth transaction that was expensed in the period incurred, of which the amount expensed for the three months ended September 30, 2022 was immaterial, a nd is included in general and administrative expense in the accompanying condensed consolidated statements of operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for its corporate offices and other service agreements. Its leases have remaining lease terms of less than one four years, some of which include options to extend. In connection with the leases, the Company recognized operating lease right of use assets of $2.3 million and $2.0 million and an aggregate lease liability of $3.9 million and $6.1 million in its condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021, respectively. On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets between the decision date and the cease use date. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. During the nine months ended September 30, 2021, the Company had a $3.5 million gain resulting from the settlement of leases. As of September 30, 2022, in connection with a lease in Israel, the Company was required to pledge cash as collateral security to be maintained at an Israeli bank. The collateral security would remain in control of the bank, to be available in order to satisfy outstanding obligations under the lease contracts. Accordingly, the Company had cash at an Israeli bank of approximat ely $0.2 million at September 30, 2022, which is recorded as restricted cash in Prepaid expenses and other current assets in the condensed consolidated balance sheets. In the third quarter of 2021, the Company entered into a new lease in Australia and was required to pledge $0.2 million in cash as collateral security, which is also recorded as restricted cash in Prepaid expenses and other current assets in the condensed consolidated balance sheets. The Company continues to actively assess its global lease portfolio. However, any additional de-recognition of right of use assets and incurrence of various one-time expenses in connection with early termination of additional leases are not expected to be material to its financial condition or results of operations. Supplemental cash flow information related to leases for the periods listed are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,201 $ 651 $ 3,584 $ 1,894 Operating cash flows for finance leases 44 77 162 256 Financing cash flows for finance leases 936 876 2,785 2,604 The components of lease costs for the periods listed are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Finance lease cost Amortization of right of use assets $ 929 $ 908 $ 2,762 $ 2,696 Interest 44 77 162 256 Operating lease cost 1,211 2,324 5,621 5,805 Total lease cost $ 2,184 $ 3,309 $ 8,545 $ 8,757 September 30, September 30, Weighted Average Remaining Lease Term: Operating leases 1.5 years 2.7 years Finance leases 1.3 years 2.1 years Weighted Average Discount Rate: Operating leases 7 % 7 % Finance leases 4 % 4 % Supplemental balance sheet information related to leases was as follows: Classification on the Condensed Consolidated Balance Sheet September 30, December 31, (In thousands) Assets Operating right of use assets Operating lease right of use assets $ 2,270 $ 1,977 Finance right of use assets Property and equipment, net 3,998 6,797 Liabilities Current liabilities: Operating lease liability Operating lease liability $ 3,221 $ 3,380 Finance lease liability Accrued expenses and other current liabilities 3,412 3,738 Non-current liabilities: Operating lease liability Operating lease liability, net of current portion $ 698 $ 2,733 Finance lease liability Other liabilities 277 2,780 Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease term in excess of one year) are as follows: September 30, 2022 Operating Finance (In thousands) 2022 (remaining three months at September 30, 2022) $ 1,256 $ 980 2023 2,242 2,609 2024 268 109 2025 304 81 2026 127 — Total minimum lease payments 4,197 3,779 Less: present value adjustment (278) (90) Present value of lease liabilities $ 3,919 $ 3,689 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThe Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Financial Assets and Liabilities The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021, are summarized as follows: September 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents: Money market funds $ 321,553 $ — $ — $ 321,553 Total assets $ 321,553 $ — $ — $ 321,553 Liabilities Earn-outs treated as contingent consideration $ — $ — $ 23,282 $ 23,282 Earn-outs treated as liability awards — — 41,843 41,843 Total liabilities $ — $ — $ 65,125 $ 65,125 December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents: Money market funds $ 416,178 $ — $ — $ 416,178 Total assets $ 416,178 $ — $ — $ 416,178 Liabilities Contingent earn-out $ — $ — $ 29,830 $ 29,830 Total liabilities $ — $ — $ 29,830 $ 29,830 In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company’s money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as Level 1 within the fair value hierarchy. The Company’s contingent earn-out liability is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. The Company uses an income approach and inputs that constitute Level 3. As of September 30, 2022, the fair value of the Notes, as further described in Note 8 – Convertible Senior Notes, Net and Capped Call Transactions above, was approximately $486.9 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique which is considered a Level 2 fair value measurement. The changes in fair value of the Level 3 liabilities are as follows: September 30, December 31, (In thousands) Balance, beginning of year $ 29,830 $ — Additions in the period 45,017 29,830 Change in fair value of contingent consideration (8,568) — Change in fair value of liability awards (1,154) 132 Payments — (132) Balance, end of period $ 65,125 $ 29,830 Certain former stakeholders of the Company’s acquisitions are eligible to receive additional cash or share considerations based on the attainment of certain operating metrics in the periods subsequent to the acquisitions. These earn-out arrangements are accounted for as either contingent considerations arrangements or compensation arrangements. Contingent considerations are fair valued using significant inputs that are not observable in the market. The earn-outs determined to be compensatory is remeasured each reporting period based on whether the performance targets are probable of being achieved and recognized over the related service periods. For the three and nine months ended September 30, 2022, $15.5 million and $42.9 million, respectively, was recognized as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Employee Benefit Plans The Company’s 401(k) policy is a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Salaries and related expenses include $2.8 million and $1.0 million of employer matching contributions for the three months ended September 30, 2022 and 2021, respectively, and $5.8 million and $2.8 million for the nine months ended September 30, 2022 and 2021. Letters of Credit As of September 30, 2022, the Company had a letter of credit totali ng $0.9 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Sales Tax Liabilities The Company is in the process of finalizing its sales tax liability analysis for states in which it has economic nexus. During the first quarter of 2020, the Company determined it was probable it would be subject to sales tax l iabilities, plus applicable interest in these states, and the Company has estimated the potential exposure to range between $2.5 million to $6.3 million. The Company determined that its best estimate of what would be reasonably expected for it to settle the potential exposure was $2.5 million an d accordingly, the Company accrued this amount with a corresponding charge to earnings as of March 31, 2020. As of September 30, 2022, there is a $1.1 million accru al balance for sales tax liabilities. The decrease in the balance of this accrual is primarily due to payments made for the sales tax liabilities. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of September 30, 2022, there were 200,000,000 shares of common stock authorized, 77,934,440 shares issued, and 75,188,197 shares outstanding. As of December 31, 2021, there were 200,000,000 shares of common stock authorized, 74,980,546 shares issued, and 72,234,303 shares outstanding. The par value for shares of common stock is $0.001 per share. Preferred Stock As of September 30, 2022 and December 31, 2021, there were 5,000,000 shares of preferred stock authorized, and no shares were issued or outstanding. The par value for shares of preferred stock is $0.001 per share. Stock-Based Compensation Stock Option Plans The Company’s 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”), became effective on April 11, 2019. The 2019 Plan allows the Company to grant incentive stock options and restricted stock units to its employees and directors to participate in the Company’s future performance through stock-based awards at the discretion of the board of directors. On April 19, 2021, the Company’s board of directors amended the plan and authorized 5,000,000 new shares for issuance. The number of shares authorized for issuance is 40,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have ten Employee Stock Purchase Plan There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of September 30, 2022, approximately 0.5 million shares of common stock remained available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through September 30, 2022). Inducement Plan There are 6,159,009 shares of common stock authorized and reserved for issuance under the Inducement Plan. As of September 30, 2022, approximately 1.4 million shares of common stock remained available for issuance under the Inducement Plan (taking into account all option exercises and other equity award settlements through September 30, 2022). Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options Weighted (In thousands) (Per share) (In years) (In thousands) Balances outstanding at December 31, 2021 4,782 $ 27.52 6.77 $ 62,300 Granted 802 22.75 Exercised (200) 6.27 Cancelled or expired (870) 38.52 Balances outstanding at September 30, 2022 4,514 25.28 6.58 1,471 Options vested and expected to vest 1,187 31.64 8.48 895 Options exercisable at September 30, 2022 2,680 $ 20.67 5.21 $ 476 The total fair value of stock options exercised during the nine months ended September 30, 2022 was approximately $7.4 million. As of September 30, 2022, there was approximately $24.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.6 years. Restricted Stock Unit Activity A summary of the Company’s RSU activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares Weighted Average Aggregate Fair Value (In thousands) (Per share) (In thousands) Balances outstanding at December 31, 2021 3,732 $ 43.63 $ 133,308 Awarded 4,205 19.76 Vested (1,711) 30.07 Forfeited (980) 42.43 Non-vested and outstanding at September 30, 2022 5,246 $ 29.17 $ 49,420 Expected to vest 3,233 $ 29.43 $ 30,459 RSUs granted to employees generally vest over a three four For the three months ended September 30, 2022 and 2021, the Company accrued approximately $0.0 million and $5.1 million in cash rewards, respectively, and for the nine months ended September 30, 2022 and 2021, the Company accrued approximately $11.9 million and $15.5 million in cash awards, respectively, to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $31.9 million and $18.3 million for the three months ended September 30, 2022 and 2021, respectively, and $100.3 million and $48.0 million for the nine months ended September 30, 2022 and 2021, respectively. The per share weighted average fair value of stock options granted was $7.35 and $29.13 during the three months ended September 30, 2022 and 2021, respectively. The per share weighted average fair value of stock options granted was $11.16 and $26.98 during the nine months ended September 30, 2022 and 2021, respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free interest rate 2.82% - 3.05% 0.72% - 1.02% 1.62% - 3.38% 0.46% - 1.02% Expected life (in years) 5 5 5 5 Historical volatility 59.74% - 61.22% 53.51% - 53.67% 53.87% - 61.22% 53.51% - 54.55% A description of the methods used in the significant assumptions used to estimate the fair value of stock-based compensation awards follows: • Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term. • Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years. • Expected life – The Company uses historical data to estimate the expected life of a stock option. • Historical volatility – The Company uses a trailing five |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During the second quarter of 2022, LivePerson began a restructuring initiative to realign the Company’s cost structure to better reflect significant product and business model innovation and changes over the past year due to acquisitions and factors outside the control of the Company. As part of the restructuring initiative, the Company reoriented its global product and engineering organization for greater efficiency and focus, and reallocated some spending to increase its investment in customer success and go-to-market initiatives. The Company believes these initiatives will better align resources to provide further operating flexibility and position the business for long-term success. In connection with the restructuring initiatives, the Company recognized restructuring costs of $7.1 million and $17.9 million, respectively, during the three and nine months ended September 30, 2022, respectively, which is included in restructuring costs in the accompanying condensed consolidated statements of operations. The majority of these costs relate to the Company's Business segment. Such costs primarily include severance and compensation costs. In 2020, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation it was decided in July 2020 that the Company would significantly reduce the real estate space it leases. This decision resulted in the significant reduction of the real estate space the Company leases and the removal of the associated right of use assets. Furthermore, this resulted in various one-time expenses in connection with the abandonment of the majority of the Company’s leased facilities. The lease restructuring costs noted below are a result of this transition to an employee-centric model. The following table presents the detail of the liability for the Company’s restructuring charges, which is included within accrued expenses and other current liabilities within the accompanying condensed consolidated balance sheet, for the periods presented: September 30, December 31, (In thousands) Balance, beginning of year $ 1,694 $ 4,732 Lease restructuring costs 339 724 Severance and other compensation associated costs 17,610 2,673 Cash payments (13,933) (6,435) Balance, end of period $ 5,710 $ 1,694 The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Restructuring costs: Lease restructuring costs $ — $ 44 $ 339 $ 594 Severance and other compensation associated costs 7,111 — 17,610 2,675 Total restructuring costs $ 7,111 $ 44 $ 17,949 $ 3,269 |
Legal Matters
Legal Matters | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal MattersThe Company filed an intellectual property suit against [24]7 Customer, Inc. (“[24]7”) in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology to develop competing products and misused the Company’s business information. On June 22, 2015, [24]7 filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 filed a second patent infringement suit against the Company, also in the Northern District of California. On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California (the “ Court ” ) for all pre-trial purposes. Rulings by both the Court and the United States Patent and Trademark Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. The Company believes the remaining claims filed by [24]7 are entirely without merit and intends to defend them vigorously. Trial for the Company’s intellectual property and other claims asserted against [24]7 related to three of the customers at issue occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company, including approximately $6.7 million in compensatory damages and approximately $23.6 million in punitive damages. After the jury reached its verdict, additional post-trial motions were filed by [24]7 and LivePerson, including [24]7 asking the Court to order a new trial, overturn the jury’s verdict, or reduce the amount of punitive damages the jury awarded, and LivePerson requested interest on the judgment. The Company and [24]7 also reached agreement on the terms of a permanent injunction, and that additional costs are owed to the Company in the amount of $0.4 million, which the Court has entered. On July 28, 2022, the Court denied [24]7’s post-trial motions and granted LivePerson’s motion for interest, awarding approximately an additional $4.3 million. On August 26, 2022, [24]7 elected to appeal these matters. Accordingly, no amounts for the judgment have been reflected in the Company’s financial statements. Trial for [24]7’s patent infringement claims has been set for late October 2023 and trial for the Company’s remaining trade secret claims asserted against [24]7 has been set for early March 2024. From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands, and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450, “Contingencies.” |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company includes interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. The Company recorded a valuation allowance against its U.S. deferred tax asset as it considered its cumulative loss in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated by jurisdiction, the Company believes that the deferred tax assets related to LivePerson Australia Holdings Pty. Ltd., LivePerson (UK) Limited, Kasamba Inc., LivePerson Japan and LivePerson Limited (Israel) are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2021, there was an increase in the valuation allowance recorded of $51.7 million. For the three months ended September 30, 2022, the Company recorded a tax provision of $0.2 million. This amount consists of a tax provision of $0.1 million on operating earnings coupled with a stock compensation tax deficiency of $0.1 million related to stock compensation arrangements of LivePerson, LivePerson (UK) Limited and LivePerson Limited (Israel). For the nine months ended September 30, 2022, the Company recorded a tax provision of $1.3 million. This amount consists of a tax provision of $2.7 million on operating earnings coupled with a stock compensation tax deficiency of $0.2 million related to stock compensation arrangements of LivePerson, LivePerson (UK) Limited and LivePerson Limited (Israel), partially offset by a tax benefit of $1.6 million related to the release of a valuation allowance in conjunction with the WildHealth transaction. The Company had a valuation allowance on certain deferred tax assets for the year ended December 31, 2021 of $107.1 million. Inherent in the Company’s 2022 annual effective tax rate is an estimated increase in the valuation allowance of $38.1 million, all of which will be recorded as an expense. During 2021, an increase in the valuation allowance in the amount of $34.3 million was recorded as an expense and an additional increase to the valuation allowance of $17.4 million was recorded to goodwill against acquired federal and state net operating losses. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investment On February 13, 2022, the Company and Pasaca Capital Inc. (“Pasaca”) entered into a joint venture agreement (the “JV Agreement”) to form Claire, a joint venture to build, create, and administer a marketplace for health and well-being diagnostic testing. Claire is intended to operate an app store-like platform to make medical testing and accessing results easier and more informative. Claire is being developed with the goal of creating a single place to shop for testing services from numerous testing providers, including Claire-branded tests and at-home tests. Pursuant to the terms of the JV Agreement, the Company agreed to contribute a total of $19.0 million over a five-year period in exchange for a 19.2% ownership interest in Claire. Pasaca agreed to contribute $80.0 million to Claire over a five-year period in exchange for an 80.8% ownership interest in Claire. As of September 30, 2022 , $10.6 million remained to be contributed to Claire by the Company under the terms of the JV Agreement. The Company accounts for its 19.2% interest in Claire using the equity method of accounting. The Company recorded its ownership percentage of losses of Claire in Other income (expense), net for $0.6 million and $0.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the Company’s equity method investment was $4.0 million and was included in investment in joint venture on the condensed consolidated balance sheet. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure | Variable Interest Entities The Company prepares its condensed consolidated financial statements in accordance with ASC 810, which provides for the consolidation of VIEs of which the Company is the primary beneficiary. In February 2022, the Company acquired WildHealth as well as certain variable interests that WildHealth has in four Professional Corporations (“PCs”). The PCs are owned by a medical practitioner in accordance with certain state laws which restrict the corporate practice of medicine and require medical practitioners to own such entities. WildHealth provides management and other services to the PCs in exchange for a management fee and provides financial support to the PCs through a revolving credit arrangement. WildHealth also has separate agreements with the equity holder of the PCs where it may acquire and assign such equity interests for certain PCs. WildHealth consolidates the PCs as VIEs. The Company determined that the PCs are VIEs as WildHealth is the primary beneficiary of the PCs. The assets, liabilities, revenues, and operating results of the VIEs after elimination of intercompany transactions were not material as of and for the three and nine months ended September 30, 2022. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related parties are defined as entities related to the Company’s directors or main sha |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements, and the financial data and other information disclosed in the notes to the condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Equity Method Investments | Equity Method Investment The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20.0% of the voting interests of the investee, and conversely, the ability to exercise significant influence is presumed not to exist when an investor possesses 20% or less of the voting interests of the investee. These presumptions may be overcome based on specific facts and circumstances that demonstrate an ability to exercise significant influence is restricted or demonstrate an ability to exercise significant influence notwithstanding a smaller voting interest, such as with the Company’s 19.2% equity method investment in Claire Holdings, Inc. (“Claire”), due to the Company’s seat on the entity’s board of directors which provides the Company the ability to exert significant influence. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. The Company assesses the carrying value of equity method investment on a periodic basis to see if there has been a decline in carrying value that is not temporary. When deciding whether a decline in carrying value is more than temporary, a number of factors are considered, including the investee’s financial condition and business prospects, as well as the Company’s investment intentions. |
Variable Interest Entities | Variable Interest Entities The condensed consolidated financial statements include the financial statements of LivePerson, its wholly owned subsidiaries, and each variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates whether an entity in which it has a variable interest is considered a variable interest entity. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include: • revenue recognition; • stock-based compensation; • accounts receivable; • valuation of goodwill; • valuation of intangible assets; • income taxes; and • legal contingencies. As of the date of issuance of the financial statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Goodwill The Company evaluates goodwill for impairment on an annual basis in the third quarter, and more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that the carrying value of reporting unit exceeds its fair value in accordance with ASC 820, “Fair Value Measurement.” In performing the goodwill impairment test, the Company first assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that the carrying value of a reporting unit more likely than not exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount, if any, of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative test. In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value. The Company determines the fair value using the income and market approaches. Under the income approach, the fair value of a reporting unit is the present value of its future cash flows as viewed from the eyes of a hypothetical market participant in an orderly transaction. These future cash flows are derived from expectations of revenue, expenses, tax deductions and credits, working capital flows, capital expenditures, and other projected sources and uses of cash, as applicable. Value indications are developed by discounting expected cash flows to their present value using a discount rate commensurate with the risks associated with the reporting unit subject to testing. Under the market approach, the Company uses market multiples derived from comparable companies based on measures salient to investors in those companies. |
Foreign Currency Transactions and Translations Policy | Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign |
Recently Issued Accounting Standards and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions: 1. The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet. 2. The nature and remaining duration of the restriction(s). 3. The circumstances that could cause a lapse in the restriction(s). This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company does not expect the adoption of ASU 2022-03 to have a significant impact on its condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: • removing certain conditions required to meet the settlement criterion; • clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period; and • clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings per share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. In connection with the adoption of ASU 2020-06, the Company recognized a $50.2 million decrease to accumulated deficit, a $209.7 million decrease to additional paid-in capital, and a $159.4 million increase to convertible senior notes, net. See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a description of the convertible senior notes, net on the condensed consolidated balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended September 30, 2022, that are of significance or potential significance to the Company. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The majority of the Company’s revenue is generated from monthly service revenues, which is inclusive of its platform usage pricing model, and related professional services from the sale of its services. Revenues are recognized when control of these services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those servic es. No single customer accounted for 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2022 and 2021. Remaining Performance Obligation As of September 30, 2022, the aggregate amount of the total transaction price allocated in contracts with original duration of one year or greater to the remaining performance obligations w as $430.5 million. Approximately 88% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance as of September 30, 2022 is primarily driven by cash payments received or due in advance of its performance obligations, partially offset by $67.2 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2021. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues and Contract Balances | The following table presents deferred revenue by revenue source: Deferred Revenue September 30, December 31, (In thousands) Hosted services – Business $ 101,113 $ 94,107 Hosted services – Consumer 795 870 Professional services – Business 1,311 3,831 Total deferred revenue - short term $ 103,219 $ 98,808 Hosted services – Business 171 — Professional services – Business $ 116 $ 54 Total deferred revenue - long term $ 287 $ 54 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Revenue: Hosted services – Business $ 89,491 $ 93,234 $ 290,671 $ 271,966 Hosted services – Consumer 9,460 9,123 27,711 27,944 Professional services – Business 30,610 15,970 73,941 45,913 Total revenue $ 129,561 $ 118,327 $ 392,323 $ 345,823 |
Schedule of Revenue by Geographic Region | The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) United States $ 89,619 $ 80,096 $ 267,189 $ 229,802 Other Americas (1) 2,470 4,009 10,484 11,917 Total Americas 92,089 84,105 277,673 241,719 EMEA (2) (4) 16,107 23,399 57,890 68,092 APAC (3) 21,365 10,823 56,760 36,012 Total revenue $ 129,561 $ 118,327 $ 392,323 $ 345,823 ————————————— (1) Canada, Latin America and South America (2) Europe, the Middle East and Africa (“EMEA”) (3) Asia-Pacific (“APAC”) (4) Includes revenues from the United Kingdom of $13.1 million and $14.3 million for the three months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $1.3 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively. Includes revenues from the United Kingdom of $41.6 million and $42.4 million for the nine months ended September 30, 2022 and 2021, respectively, and from the Netherlands of $4.8 million and $3.7 million for the nine months ended |
Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue | The opening and closing balances of the Company’s accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows (in thousands): Accounts Receivable Unbilled Receivable Contract Acquisition Deferred Revenue (Current) Deferred Revenue Opening balance as of December 31, 2021 $ 69,259 $ 24,545 $ 40,675 $ 98,808 $ 54 Increase (decrease), net 5,863 1,074 (772) 4,411 233 Ending balance as of September 30, 2022 $ 75,122 $ 25,619 $ 39,903 $ 103,219 $ 287 |
Schedule of Allowance for Uncollectible Accounts | Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. Allowance for Doubtful Accounts (In thousands) Balance as of December 31, 2021 $ 6,338 Additions charged to costs and expenses 4,669 Deductions/write-offs (2,496) Balance as of September 30, 2022 $ 8,511 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share | A reconciliation of shares used in calculating basic and diluted net loss per share follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net loss (in thousands) $ (43,248) $ (32,807) $ (184,023) $ (75,121) Weighted average number of shares outstanding, basic and diluted 77,784,346 69,798,839 76,969,629 68,926,203 Net loss per share, basic and diluted $ (0.56) $ (0.47) $ (2.39) $ (1.09) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows: As of September 30, 2022 2021 Shares subject to outstanding common stock options and employee stock purchase plan 4,514,229 4,291,829 Restricted stock units 5,246,300 3,063,156 Fair value of earn-outs 11,996,072 697,133 Conversion option of the 2024 Notes 5,961,186 5,961,186 Conversion option of the 2026 Notes 6,879,283 6,879,283 Total 34,597,070 20,892,587 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Segment | Summarized financial information by segment for the three months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 89,491 $ — $ — $ 89,491 Hosted services – Consumer — 9,460 — 9,460 Professional services – Business 30,610 — — 30,610 Total revenue 120,101 9,460 — 129,561 Cost of revenue 42,392 1,289 — 43,681 Sales and marketing 42,826 6,622 — 49,448 Amortization of purchased intangibles 920 — — 920 Unallocated corporate expenses — — 84,026 84,026 Operating income (loss) $ 33,963 $ 1,549 $ (84,026) $ (48,514) Summarized financial information by segment for the three months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 93,234 $ — $ — $ 93,234 Hosted services – Consumer — 9,123 — 9,123 Professional services – Business 15,970 — — 15,970 Total revenue 109,204 9,123 — 118,327 Cost of revenue 37,057 1,738 — 38,795 Sales and marketing 34,640 6,212 — 40,852 Amortization of purchased intangibles 488 — — 488 Unallocated corporate expenses — — 58,971 58,971 Operating income (loss) $ 37,019 $ 1,173 $ (58,971) $ (20,779) Summarized financial information by segment for the nine months ended September 30, 2022, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 290,671 $ — $ — $ 290,671 Hosted services – Consumer — 27,711 — 27,711 Professional services – Business 73,941 — — 73,941 Total revenue 364,612 27,711 — 392,323 Cost of revenue 134,229 4,068 — 138,297 Sales and marketing 148,370 19,193 — 167,563 Amortization of purchased intangibles 2,742 — — 2,742 Unallocated corporate expenses — — 266,669 266,669 Operating income (loss) $ 79,271 $ 4,450 $ (266,669) $ (182,948) Summarized financial information by segment for the nine months ended September 30, 2021, based on the Company’s internal financial reporting system utilized by the Company’s CODM, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 271,966 $ — $ — $ 271,966 Hosted services – Consumer — 27,944 — 27,944 Professional services – Business 45,913 — — 45,913 Total revenue 317,879 27,944 — 345,823 Cost of revenue 106,932 5,445 — 112,377 Sales and marketing 96,758 19,669 — 116,427 Amortization of purchased intangibles 1,237 — — 1,237 Unallocated corporate expenses — — 163,768 163,768 Operating income (loss) $ 112,952 $ 2,830 $ (163,768) $ (47,986) |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the Company’s long-lived assets by geographic region as of the dates presented: September 30, December 31, (In thousands) United States $ 476,244 $ 444,318 Germany 42,927 52,342 Israel 23,161 20,754 Australia 12,031 12,771 Netherlands 3,320 4,566 Other (1) 13,405 15,629 Total long-lived assets $ 571,088 $ 550,380 —————————————— (1) United Kingdom, Japan, France, Italy, Spain, Canada, and Singapore. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows: Business Consumer Consolidated (In thousands) Balance as of December 31, 2021 $ 283,191 $ 8,024 $ 291,215 Adjustments to goodwill: Acquisitions 15,511 — 15,511 Foreign exchange adjustment (6,148) — (6,148) Balance as of September 30, 2022 $ 292,554 $ 8,024 $ 300,578 During the third quarter of 2022, the Company performed a quantitative analysis to determine whether it was more likely than not that goodwill impairment existed as of the annual impairment test date. As a result of this assessment, the Company concluded that the estimated fair values of each reporting unit exceeded their respective carrying values. Therefore, the Company did not record goodwill impairment for the three and nine months ended September 30, 2022. The Company also did not record goodwill impairment for the three and nine months ended September 30, 2021. |
Summary of Intangible Assets | Intangible assets, net, are summarized as follows: As of September 30, 2022 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 97,143 $ (41,938) $ 55,205 5.0 years Customer relationships 31,795 (16,795) 15,000 10.0 years Patents 10,234 (1,332) 8,902 12.8 years Trademarks 1,275 (312) 963 5.0 years Trade names 1,040 (273) 767 2.8 years Other 914 (294) 620 4.1 years Total intangible assets $ 142,401 $ (60,944) $ 81,457 As of December 31, 2021 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 90,626 $ (30,757) $ 59,869 5.1 years Customer relationships 32,162 (15,164) 16,998 10.0 years Patents 7,988 (1,137) 6,851 11.8 years Trademarks 1,474 (135) 1,339 5.0 years Trade names 460 (43) 417 2.1 years Other 314 (234) 80 2.2 years Total intangible assets $ 133,024 $ (47,470) $ 85,554 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | stimated annual amortization expense for the next five years and thereafter is as follows: Estimated Amortization Expense (In thousands) Remainder of fiscal 2022 $ 4,626 2023 17,753 2024 15,965 2025 15,567 2026 12,901 Thereafter 14,645 Total $ 81,457 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table presents the detail of property and equipment, net for the periods presented: September 30, December 31, (In thousands) Computer equipment and software $ 123,237 $ 120,685 Internal-use software development costs 150,831 122,479 Finance lease right of use assets 3,998 6,797 Furniture, equipment, and building improvements 519 258 Property and equipment, at cost 278,585 250,219 Less: accumulated depreciation (142,755) (125,493) Property and equipment, net $ 135,830 $ 124,726 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities for the periods presented: September 30, December 31, (In thousands) Professional services and consulting and other vendor fees $ 42,381 $ 58,811 Payroll and other employee related costs 22,373 29,855 Short-term contingent earn-out 36,109 — Sales commissions 2,010 4,269 Finance lease liability 3,412 3,738 Unrecognized tax benefits 2,377 2,424 Restructuring 5,710 1,694 Taxes other than income tax 1,196 918 Other 2,853 2,588 Total accrued expenses and other current liabilities $ 118,421 $ 104,297 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Liability Component of Convertible Debt | The net carrying amount of the liability component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows: September 30, December 31, (In thousands) Principal $ 747,500 $ 747,500 Unamortized discount — (162,960) Unamortized issuance costs (11,025) (10,302) Net carrying amount $ 736,475 $ 574,238 |
Schedule of Carrying Amount of Equity Component of Convertible Debt | The net carrying amount of the equity component of the Notes as of September 30, 2022 (post-ASU 2020-06 adoption) and as of December 31, 2021 (pre-ASU 2020-06 adoption) was as follows: September 30, December 31, (In thousands) Proceeds allocated to the conversion options (debt discount) $ — $ 215,434 Issuance costs — (5,783) Net carrying amount $ — $ 209,651 |
Schedule of Interest Expense Incurred | The following table sets forth the interest expense recognized related to the Notes: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Contractual interest expense $ 431 $ 431 $ 1,294 $ 1,294 Amortization of issuance costs 946 630 2,831 1,858 Amortization of debt discount — 8,396 — 24,770 Total interest expense $ 1,377 $ 9,457 $ 4,125 $ 27,922 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date: WildHealth Acquisition (In thousands) Assets acquired Cash $ 1,353 Other current assets 382 Fixed assets 248 Intangible assets 8,300 Other assets 1,037 Total assets acquired $ 11,320 Liabilities assumed Current liabilities assumed $ (1,463) Deferred tax liabilities (1,603) Other liabilities assumed (1,500) Total liabilities assumed (4,566) Net assets acquired 6,754 Total acquisition consideration 22,265 Goodwill $ 15,511 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following is the breakout of the intangible assets acquired: Fair Value Useful life (In thousands) Amortizing intangible assets: Developed technology $ 7,100 5.0 years Trade name 600 5.0 years Fellowship content 600 5.0 years Total amortizing intangible assets $ 8,300 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Supplemental cash flow information related to leases | Supplemental cash flow information related to leases for the periods listed are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,201 $ 651 $ 3,584 $ 1,894 Operating cash flows for finance leases 44 77 162 256 Financing cash flows for finance leases 936 876 2,785 2,604 |
Schedule of components of lease costs | The components of lease costs for the periods listed are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Finance lease cost Amortization of right of use assets $ 929 $ 908 $ 2,762 $ 2,696 Interest 44 77 162 256 Operating lease cost 1,211 2,324 5,621 5,805 Total lease cost $ 2,184 $ 3,309 $ 8,545 $ 8,757 September 30, September 30, Weighted Average Remaining Lease Term: Operating leases 1.5 years 2.7 years Finance leases 1.3 years 2.1 years Weighted Average Discount Rate: Operating leases 7 % 7 % Finance leases 4 % 4 % |
Supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows: Classification on the Condensed Consolidated Balance Sheet September 30, December 31, (In thousands) Assets Operating right of use assets Operating lease right of use assets $ 2,270 $ 1,977 Finance right of use assets Property and equipment, net 3,998 6,797 Liabilities Current liabilities: Operating lease liability Operating lease liability $ 3,221 $ 3,380 Finance lease liability Accrued expenses and other current liabilities 3,412 3,738 Non-current liabilities: Operating lease liability Operating lease liability, net of current portion $ 698 $ 2,733 Finance lease liability Other liabilities 277 2,780 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease term in excess of one year) are as follows: September 30, 2022 Operating Finance (In thousands) 2022 (remaining three months at September 30, 2022) $ 1,256 $ 980 2023 2,242 2,609 2024 268 109 2025 304 81 2026 127 — Total minimum lease payments 4,197 3,779 Less: present value adjustment (278) (90) Present value of lease liabilities $ 3,919 $ 3,689 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021, are summarized as follows: September 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents: Money market funds $ 321,553 $ — $ — $ 321,553 Total assets $ 321,553 $ — $ — $ 321,553 Liabilities Earn-outs treated as contingent consideration $ — $ — $ 23,282 $ 23,282 Earn-outs treated as liability awards — — 41,843 41,843 Total liabilities $ — $ — $ 65,125 $ 65,125 December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents: Money market funds $ 416,178 $ — $ — $ 416,178 Total assets $ 416,178 $ — $ — $ 416,178 Liabilities Contingent earn-out $ — $ — $ 29,830 $ 29,830 Total liabilities $ — $ — $ 29,830 $ 29,830 |
Schedule of Changes in Fair Value of Level 3 Liabilities | The changes in fair value of the Level 3 liabilities are as follows: September 30, December 31, (In thousands) Balance, beginning of year $ 29,830 $ — Additions in the period 45,017 29,830 Change in fair value of contingent consideration (8,568) — Change in fair value of liability awards (1,154) 132 Payments — (132) Balance, end of period $ 65,125 $ 29,830 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity and Weighted Average Exercise Prices | A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options Weighted (In thousands) (Per share) (In years) (In thousands) Balances outstanding at December 31, 2021 4,782 $ 27.52 6.77 $ 62,300 Granted 802 22.75 Exercised (200) 6.27 Cancelled or expired (870) 38.52 Balances outstanding at September 30, 2022 4,514 25.28 6.58 1,471 Options vested and expected to vest 1,187 31.64 8.48 895 Options exercisable at September 30, 2022 2,680 $ 20.67 5.21 $ 476 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s RSU activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares Weighted Average Aggregate Fair Value (In thousands) (Per share) (In thousands) Balances outstanding at December 31, 2021 3,732 $ 43.63 $ 133,308 Awarded 4,205 19.76 Vested (1,711) 30.07 Forfeited (980) 42.43 Non-vested and outstanding at September 30, 2022 5,246 $ 29.17 $ 49,420 Expected to vest 3,233 $ 29.43 $ 30,459 |
Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model | The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free interest rate 2.82% - 3.05% 0.72% - 1.02% 1.62% - 3.38% 0.46% - 1.02% Expected life (in years) 5 5 5 5 Historical volatility 59.74% - 61.22% 53.51% - 53.67% 53.87% - 61.22% 53.51% - 54.55% |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liability by Cost Type | The following table presents the detail of the liability for the Company’s restructuring charges, which is included within accrued expenses and other current liabilities within the accompanying condensed consolidated balance sheet, for the periods presented: September 30, December 31, (In thousands) Balance, beginning of year $ 1,694 $ 4,732 Lease restructuring costs 339 724 Severance and other compensation associated costs 17,610 2,673 Cash payments (13,933) (6,435) Balance, end of period $ 5,710 $ 1,694 |
Schedule of Restructuring and Related Costs | The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (In thousands) Restructuring costs: Lease restructuring costs $ — $ 44 $ 339 $ 594 Severance and other compensation associated costs 7,111 — 17,610 2,675 Total restructuring costs $ 7,111 $ 44 $ 17,949 $ 3,269 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Parent | $ 89,511 | $ 120,755 | $ 180,346 | $ 349,437 | $ 262,109 | $ 261,692 | $ 260,017 | $ 243,934 |
Additional Paid-in Capital | ||||||||
Stockholders' Equity Attributable to Parent | 757,162 | 740,132 | 719,514 | 871,788 | 733,202 | 696,923 | 674,695 | 635,672 |
Accumulated Deficit | ||||||||
Stockholders' Equity Attributable to Parent | (650,638) | $ (607,390) | $ (531,979) | (516,859) | $ (467,006) | $ (434,199) | $ (413,080) | $ (391,885) |
Accounting Standards Update 2020-06 | ||||||||
Debt Instrument, Increase (Decrease), Net | 159,400 | |||||||
Adjustment | Accounting Standards Update 2020-06 | ||||||||
Stockholders' Equity Attributable to Parent | (159,407) | |||||||
Adjustment | Accounting Standards Update 2020-06 | Additional Paid-in Capital | ||||||||
Stockholders' Equity Attributable to Parent | (209,700) | (209,651) | ||||||
Adjustment | Accounting Standards Update 2020-06 | Accumulated Deficit | ||||||||
Stockholders' Equity Attributable to Parent | $ 50,200 | $ 50,244 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | $ 103,219 | $ 98,808 |
Total deferred revenue - long term | 287 | 54 |
Hosted Services - Business | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 101,113 | 94,107 |
Total deferred revenue - long term | 171 | 0 |
Hosted Services - Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 795 | 870 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 1,311 | 3,831 |
Total deferred revenue - long term | $ 116 | $ 54 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 129,561 | $ 118,327 | $ 392,323 | $ 345,823 |
Hosted Services - Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 89,491 | 93,234 | 290,671 | 271,966 |
Hosted Services - Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 9,460 | 9,123 | 27,711 | 27,944 |
Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 30,610 | $ 15,970 | $ 73,941 | $ 45,913 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 129,561 | $ 118,327 | $ 392,323 | $ 345,823 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 89,619 | 80,096 | 267,189 | 229,802 |
Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,470 | 4,009 | 10,484 | 11,917 |
Total Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 92,089 | 84,105 | 277,673 | 241,719 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 16,107 | 23,399 | 57,890 | 68,092 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,365 | 10,823 | 56,760 | 36,012 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,100 | 14,300 | 41,600 | 42,400 |
Netherlands | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,300 | $ 1,200 | $ 4,800 | $ 3,700 |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables and Deferred Revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | $ 93,804 |
Accounts receivable, ending balance | 100,741 |
Contract acquisition costs noncurrent, opening balance | 40,675 |
Contract acquisition costs noncurrent, increase (decrease), net | (772) |
Contract acquisition costs noncurrent, ending balance | 39,903 |
Deferred revenue (current), opening balance | 98,808 |
Deferred revenue (current), increase (decrease), net | 4,411 |
Deferred revenue (current), ending balance | 103,219 |
Deferred revenue (long-term), opening balance | 54 |
Deferred revenue (long-term), increase (decrease), net | 233 |
Deferred revenue (long-term), ending balance | 287 |
Billed receivable | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | 69,259 |
Accounts receivable, increase (decrease), net | 5,863 |
Accounts receivable, ending balance | 75,122 |
Unbilled receivable | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | 24,545 |
Accounts receivable, increase (decrease), net | 1,074 |
Accounts receivable, ending balance | $ 25,619 |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Allowance for Doubtful Accounts | ||
Beginning balance | $ 6,338 | |
Additions charged to costs and expenses | 4,669 | $ 2,431 |
Deductions/write-offs | (2,496) | |
Ending balance | $ 8,511 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 430,500 |
Percentage of remaining performance obligations to be recognized over next 24 months | 88% |
Recognition of deferred revenue | $ 67,200 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss (in thousands) | $ (43,248) | $ (75,411) | $ (65,364) | $ (32,807) | $ (21,119) | $ (21,195) | $ (184,023) | $ (75,121) |
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares) | 77,784,346 | 69,798,839 | 76,969,629 | 68,926,203 | ||||
Weighted average shares outstanding used in basic net loss per common share calculation (in shares) | 77,784,346 | 69,798,839 | 76,969,629 | 68,926,203 | ||||
Diluted net loss per common share (in dollars per share) | $ (0.56) | $ (0.47) | $ (2.39) | $ (1.09) | ||||
Basic net loss per common share (in dollars per share) | $ (0.56) | $ (0.47) | $ (2.39) | $ (1.09) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of EPS (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 34,597,070 | 20,892,587 |
Shares subject to outstanding common stock options and employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 4,514,229 | 4,291,829 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 5,246,300 | 3,063,156 |
Conversion option of the Notes | 2024 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 5,961,186 | 5,961,186 |
Conversion option of the Notes | 2026 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 6,879,283 | 6,879,283 |
Fair Value Earnout | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 11,996,072 | 697,133 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - Convertible Debt - $ / shares | 1 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2019 | |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Threshold percentage of stock price if converted | 130% | |
Convertible debt conversion price (in dollars per share) | $ 38.58 | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Threshold percentage of stock price if converted | 130% | |
Convertible debt conversion price (in dollars per share) | $ 75.23 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 129,561 | $ 118,327 | $ 392,323 | $ 345,823 |
Cost of revenue | 43,681 | 38,795 | 138,297 | 112,377 |
Sales and marketing | 49,448 | 40,852 | 167,563 | 116,427 |
Amortization of purchased intangibles | 920 | 488 | 2,742 | 1,237 |
Unallocated corporate expenses | 84,026 | 58,971 | 266,669 | 163,768 |
Loss from operations | (48,514) | (20,779) | (182,948) | (47,986) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Sales and marketing | 0 | 0 | 0 | 0 |
Amortization of purchased intangibles | 0 | 0 | 0 | 0 |
Unallocated corporate expenses | 84,026 | 58,971 | 266,669 | 163,768 |
Loss from operations | (84,026) | (58,971) | (266,669) | (163,768) |
Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 120,101 | 109,204 | 364,612 | 317,879 |
Cost of revenue | 42,392 | 37,057 | 134,229 | 106,932 |
Sales and marketing | 42,826 | 34,640 | 148,370 | 96,758 |
Amortization of purchased intangibles | 920 | 488 | 2,742 | 1,237 |
Unallocated corporate expenses | 0 | 0 | 0 | 0 |
Loss from operations | 33,963 | 37,019 | 79,271 | 112,952 |
Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,460 | 9,123 | 27,711 | 27,944 |
Cost of revenue | 1,289 | 1,738 | 4,068 | 5,445 |
Sales and marketing | 6,622 | 6,212 | 19,193 | 19,669 |
Amortization of purchased intangibles | 0 | 0 | 0 | 0 |
Unallocated corporate expenses | 0 | 0 | 0 | 0 |
Loss from operations | 1,549 | 1,173 | 4,450 | 2,830 |
Hosted Services - Business | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 89,491 | 93,234 | 290,671 | 271,966 |
Hosted Services - Business | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Business | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 89,491 | 93,234 | 290,671 | 271,966 |
Hosted Services - Business | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,460 | 9,123 | 27,711 | 27,944 |
Hosted Services - Consumer | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,460 | 9,123 | 27,711 | 27,944 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 30,610 | 15,970 | 73,941 | 45,913 |
Professional Services | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Professional Services | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 30,610 | 15,970 | 73,941 | 45,913 |
Professional Services | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 571,088 | $ 550,380 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 476,244 | 444,318 |
Germany | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 42,927 | 52,342 |
Israel | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 23,161 | 20,754 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 12,031 | 12,771 |
Netherlands | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 3,320 | 4,566 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 13,405 | $ 15,629 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 291,215 |
Acquisitions | 15,511 |
Foreign exchange adjustment | (6,148) |
Goodwill, ending balance | 300,578 |
Business | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 283,191 |
Acquisitions | 15,511 |
Foreign exchange adjustment | (6,148) |
Goodwill, ending balance | 292,554 |
Consumer | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 8,024 |
Acquisitions | 0 |
Foreign exchange adjustment | 0 |
Goodwill, ending balance | $ 8,024 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 142,401 | $ 133,024 | |
Accumulated Amortization | (60,944) | (47,470) | |
Net Carrying Amount | 81,457 | 85,554 | |
Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 97,143 | 90,626 | |
Accumulated Amortization | (41,938) | (30,757) | |
Net Carrying Amount | $ 55,205 | 59,869 | |
Weighted Average Amortization Period | 5 years 1 month 6 days | 5 years | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 31,795 | 32,162 | |
Accumulated Amortization | (16,795) | (15,164) | |
Net Carrying Amount | $ 15,000 | 16,998 | |
Weighted Average Amortization Period | 10 years | 10 years | |
Patents | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 10,234 | 7,988 | |
Accumulated Amortization | (1,332) | (1,137) | |
Net Carrying Amount | $ 8,902 | 6,851 | |
Weighted Average Amortization Period | 11 years 9 months 18 days | 12 years 9 months 18 days | |
Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,275 | 1,474 | |
Accumulated Amortization | (312) | (135) | |
Net Carrying Amount | $ 963 | 1,339 | |
Weighted Average Amortization Period | 5 years | 5 years | |
Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,040 | 460 | |
Accumulated Amortization | (273) | (43) | |
Net Carrying Amount | $ 767 | 417 | |
Weighted Average Amortization Period | 2 years 1 month 6 days | 2 years 9 months 18 days | |
Other | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 914 | 314 | |
Accumulated Amortization | (294) | (234) | |
Net Carrying Amount | $ 620 | $ 80 | |
Weighted Average Amortization Period | 2 years 2 months 12 days | 4 years 1 month 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Estimated Amortization Expense | ||
Remainder of fiscal 2022 | $ 4,626 | |
2023 | 17,753 | |
2024 | 15,965 | |
2025 | 15,567 | |
2026 | 12,901 | |
Thereafter | 14,645 | |
Total | $ 81,457 | $ 85,554 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4.8 | $ 0.9 | $ 13.8 | $ 2.2 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property and Equipment, Net | ||
Finance lease right of use assets | $ 3,998 | $ 6,797 |
Property and equipment and finance lease, gross | 278,585 | 250,219 |
Less: accumulated depreciation | (142,755) | (125,493) |
Property and equipment, net | 135,830 | 124,726 |
Computer equipment and software | ||
Property and Equipment, Net | ||
Property and equipment gross | 123,237 | 120,685 |
Internal-use software development costs | ||
Property and Equipment, Net | ||
Property and equipment gross | 150,831 | 122,479 |
Furniture, equipment, and building improvements | ||
Property and Equipment, Net | ||
Property and equipment gross | $ 519 | $ 258 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Professional services and consulting and other vendor fees | $ 42,381 | $ 58,811 | |
Payroll and other employee related costs | 22,373 | 29,855 | |
Short-term contingent earn-out | 36,109 | 0 | |
Sales commissions | 2,010 | 4,269 | |
Finance lease liability | 3,412 | 3,738 | |
Unrecognized tax benefits | 2,377 | 2,424 | |
Balance, beginning of year | 5,710 | 1,694 | $ 4,732 |
Taxes other than income tax | 1,196 | 918 | |
Other | 2,853 | 2,588 | |
Total accrued expenses and other current liabilities | $ 118,421 | $ 104,297 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Amount of Liability Component: | ||
Net carrying amount | $ 736,475 | $ 574,238 |
Convertible Debt | Convertible Senior Notes | ||
Carrying Amount of Liability Component: | ||
Principal | 747,500 | 747,500 |
Unamortized discount | 0 | (162,960) |
Unamortized issuance costs | $ (11,025) | $ (10,302) |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Equity Component of Convertible Debt (Details) - Convertible Senior Notes - Convertible Debt - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion options (debt discount) | $ 0 | $ 215,434 |
Issuance costs | 0 | (5,783) |
Net carrying amount | $ 0 | $ 209,651 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 2,831 | $ 1,858 | ||
Accretion of debt discount on convertible senior notes | 0 | 24,770 | ||
Total interest expense | $ 1,400 | 4,100 | ||
Convertible Senior Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 431 | $ 431 | 1,294 | 1,294 |
Amortization of debt issuance costs | 946 | 630 | 2,831 | 1,858 |
Accretion of debt discount on convertible senior notes | 0 | 8,396 | 0 | 24,770 |
Total interest expense | $ 1,377 | $ 9,457 | $ 4,125 | $ 27,922 |
Convertible Senior Notes and _6
Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 USD ($) day $ / shares shares | Mar. 31, 2019 USD ($) equity_instrument day $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Interest expense | $ 1,400,000 | $ 4,100,000 | |||||||
Number of shares of common stock covered by called caps (shares) | shares | 6,880 | 5,960 | |||||||
Reduction to additional paid-in-capital related to called caps | $ 46,100,000 | $ 23,200,000 | |||||||
Adjustments to additional paid in capital related to issuance costs attributable to equity component | $ 3,700,000 | ||||||||
Net carry amount | 736,475,000 | 736,475,000 | $ 574,238,000 | ||||||
2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Carry amount of equity component of convertible notes | 52,900,000 | ||||||||
Total deferred issuance costs | 8,600,000 | ||||||||
Debt issuance costs attributable to liability | 6,600,000 | ||||||||
Adjustments to additional paid in capital related to issuance costs attributable to equity component | $ 2,000,000 | ||||||||
Net carry amount | 227,500,000 | 227,500,000 | |||||||
Debt Issuance Costs, Net | 2,500,000 | 2,500,000 | |||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Carry amount of equity component of convertible notes | 162,500,000 | ||||||||
Total deferred issuance costs | 12,200,000 | ||||||||
Debt issuance costs attributable to liability | 8,500,000 | ||||||||
Net carry amount | 509,000,000 | 509,000,000 | |||||||
Debt Issuance Costs, Net | $ 8,500,000 | $ 8,500,000 | |||||||
Capped calls | |||||||||
Debt Instrument [Line Items] | |||||||||
Capped caps initial strike price (in dollars per share) | $ / shares | $ 75.23 | $ 38.58 | 75.23 | ||||||
Capped caps initial cap price (in dollars per share) | $ / shares | $ 105.58 | $ 57.16 | $ 105.58 | ||||||
Convertible Debt | 2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal | $ 230,000,000 | ||||||||
Debt instrument stated rate (percent) | 0.75% | ||||||||
Aggregate principal from exercise in full of over-allotment options | $ 30,000,000 | ||||||||
Proceeds from debt offering, net of debt issuance costs | 221,400,000 | ||||||||
Debt instrument, unit of principal for conversion | $ 1,000 | ||||||||
Number of shares per convertible note | equity_instrument | 25.9182 | ||||||||
Convertible debt conversion price (in dollars per share) | $ / shares | $ 38.58 | ||||||||
Percentage of principal amount paid if repurchase due to fundamental change (percent) | 100% | ||||||||
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% | ||||||||
Threshold for five day period, product of sale price of common stock and conversion rate of notes | 98% | ||||||||
Remaining amortization period for debt discount and debt issuance costs | 1 year 4 months 24 days | ||||||||
Effective interest rate (percent) | 0.0153% | 0.0153% | |||||||
Convertible Debt | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal | $ 517,500,000 | $ 517,500,000 | |||||||
Debt instrument stated rate (percent) | 0% | 0% | |||||||
Aggregate principal from exercise in full of over-allotment options | $ 67,500,000 | $ 67,500,000 | |||||||
Proceeds from debt offering, net of debt issuance costs | 505,300,000 | ||||||||
Debt instrument, unit of principal for conversion | $ 1,000 | $ 1,000 | |||||||
Number of shares per convertible note | 13.2933 | ||||||||
Convertible debt conversion price (in dollars per share) | $ / shares | $ 75.23 | $ 75.23 | |||||||
Percentage of principal amount paid if repurchase due to fundamental change (percent) | 100% | ||||||||
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% | ||||||||
Threshold for five day period, product of sale price of common stock and conversion rate of notes | 98% | ||||||||
Remaining amortization period for debt discount and debt issuance costs | 4 years 2 months 12 days | ||||||||
Effective interest rate (percent) | 0.004% | 0.004% | |||||||
Convertible Debt | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Carry amount of equity component of convertible notes | $ 0 | $ 0 | 215,434,000 | ||||||
Interest expense | 1,377,000 | $ 9,457,000 | 4,125,000 | $ 27,922,000 | |||||
Debt Issuance Costs, Net | $ 11,025,000 | $ 11,025,000 | $ 10,302,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 300,578 | $ 291,215 | |
WildHealth | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,353 | ||
Other current assets | 382 | ||
Fixed assets | 248 | ||
Intangible assets | 8,300 | ||
Other assets | 1,037 | ||
Total assets acquired | 11,320 | ||
Current liabilities assumed | (1,463) | ||
Deferred tax liabilities | (1,603) | ||
Other liabilities assumed | (1,500) | ||
Total liabilities assumed | (4,566) | ||
Net assets acquired | 6,754 | ||
Total acquisition consideration | 22,265 | ||
Goodwill | $ 15,511 |
Acquisitions - Finite-Lived and
Acquisitions - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - WildHealth $ in Thousands | 1 Months Ended |
Feb. 28, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Intangible assets | $ 8,300 |
Developed technology | |
Business Acquisition [Line Items] | |
Intangible assets | $ 7,100 |
Useful life | 5 years |
Trade names | |
Business Acquisition [Line Items] | |
Intangible assets | $ 600 |
Useful life | 5 years |
Fellowship content | |
Business Acquisition [Line Items] | |
Intangible assets | $ 600 |
Useful life | 5 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill acquired | $ 300,578 | $ 300,578 | $ 291,215 | |
WildHealth | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 22,265 | |||
Cash payment in acquisition | 4,600 | |||
Equity consideration in acquisition | $ 17,700 | |||
Number of shares issued in acquisition | 776,825 | |||
Value of shares issued in acquisition | $ 20,800 | |||
Business Acquisition, Share Price | $ 26.81 | |||
Contingent earn out liability | $ 120,000 | |||
Cash election restriction percentage | 18% | |||
Earn-out payments accrued | 14,700 | 38,200 | ||
Goodwill acquired | $ 15,511 | |||
Intangible assets | 8,300 | |||
Deferred tax liability for identified intangible assets | 1,603 | |||
Indemnification assets | $ 1,200 | |||
Business acquisition transaction costs | $ 300 | $ 300 |
Acquisitions - Phantom (Details
Acquisitions - Phantom (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
General and administrative expense | $ 32,171 | $ 17,193 | $ 92,152 | $ 47,784 |
WildHealth | ||||
Business Acquisition [Line Items] | ||||
General and administrative expense | $ 0 |
Leases (Supplemental cash flow
Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating cash flows for operating leases | $ 1,201 | $ 651 | $ 3,584 | $ 1,894 |
Operating cash flows for finance leases | 44 | 77 | 162 | 256 |
Financing cash flows for finance leases | $ 936 | $ 876 | $ 2,785 | $ 2,604 |
Leases (Schedule of components
Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Amortization of right of use assets | $ 929 | $ 908 | $ 2,762 | $ 2,696 |
Interest | 44 | 77 | 162 | 256 |
Operating lease cost | 1,211 | 2,324 | 5,621 | 5,805 |
Total lease cost | $ 2,184 | $ 3,309 | $ 8,545 | $ 8,757 |
Operating leases, weighted average remaining lease term (in years) | 1 year 6 months | 2 years 8 months 12 days | 1 year 6 months | 2 years 8 months 12 days |
Finance leases, weighted average remaining lease term (in years) | 1 year 3 months 18 days | 2 years 1 month 6 days | 1 year 3 months 18 days | 2 years 1 month 6 days |
Operating leases, weighted average discount rate (percent) | 7% | 7% | 7% | 7% |
Finance leases, weighted average discount rate (percent) | 4% | 4% | 4% | 4% |
Leases (Supplemental balance sh
Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Operating right of use assets | $ 2,270 | $ 1,977 |
Finance right of use assets | 3,998 | 6,797 |
Current liabilities: | ||
Operating Lease, Liability, Current | 3,221 | 3,380 |
Finance lease liability | 3,412 | 3,738 |
Non-current liabilities: | ||
Operating Lease, Liability, Noncurrent | 698 | 2,733 |
Finance lease liability | $ 277 | $ 2,780 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 1,256 | |
2022 | 2,242 | |
2023 | 268 | |
2024 | 304 | |
2025 | 127 | |
Total minimum lease payments | 4,197 | |
Less: present value adjustment | (278) | |
Present value of lease liabilities | 3,919 | $ 6,100 |
Finance Leases [Abstract] | ||
Finance Lease, Liability, to be Paid, Remainder of Fiscal Year | 980 | |
2022 | 2,609 | |
2023 | 109 | |
2024 | 81 | |
2026 | 0 | |
Total minimum lease payments | 3,779 | |
Less: present value adjustment | (90) | |
Present value of lease liability | $ 3,689 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Thousands | 9 Months Ended | |||
Jul. 13, 2020 Lease | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right of use assets (Note 10) | $ 2,270 | $ 1,977 | ||
Operating lease, liability | 3,919 | $ 6,100 | ||
Number of leases abandoned | Lease | 14 | |||
Gain on settlement of leases | 0 | $ 3,483 | ||
Restricted cash in prepaid expenses and other current assets | 414 | $ 1,480 | ||
Israel | ||||
Lessee, Lease, Description [Line Items] | ||||
Restricted cash in prepaid expenses and other current assets | 200 | |||
Australia | ||||
Lessee, Lease, Description [Line Items] | ||||
Restricted cash in prepaid expenses and other current assets | $ 200 | |||
Minimum | ||||
Leases [Abstract] | ||||
Operating leases remaining lease term | 1 year | |||
Lessee, Lease, Description [Line Items] | ||||
Operating leases remaining lease term | 1 year | |||
Maximum | ||||
Leases [Abstract] | ||||
Operating leases remaining lease term | 4 years | |||
Lessee, Lease, Description [Line Items] | ||||
Operating leases remaining lease term | 4 years |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities | ||
Short-term contingent earn-out | $ 36,109 | $ 0 |
Recurring | ||
Assets | ||
Money market funds | 321,553 | 416,178 |
Total assets | 321,553 | 416,178 |
Earn-Outs Treated As Contingent Compensation | 23,282 | |
Earn-Outs Treated As Liability Awards | 41,843 | |
Liabilities | ||
Total liabilities | 65,125 | 29,830 |
Recurring | Contingent earn-out | ||
Liabilities | ||
Short-term contingent earn-out | 41,843 | 29,830 |
Recurring | Level 1 | ||
Assets | ||
Money market funds | 321,553 | 416,178 |
Total assets | 321,553 | 416,178 |
Earn-Outs Treated As Contingent Compensation | 0 | |
Liabilities | ||
Total liabilities | 0 | 0 |
Recurring | Level 1 | Contingent earn-out | ||
Liabilities | ||
Short-term contingent earn-out | 0 | 0 |
Recurring | Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Earn-Outs Treated As Contingent Compensation | 0 | |
Liabilities | ||
Total liabilities | 0 | 0 |
Recurring | Level 2 | Contingent earn-out | ||
Liabilities | ||
Short-term contingent earn-out | 0 | 0 |
Recurring | Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Earn-Outs Treated As Contingent Compensation | 23,282 | |
Earn-Outs Treated As Liability Awards | 41,843 | |
Liabilities | ||
Total liabilities | 65,125 | 29,830 |
Recurring | Level 3 | Contingent earn-out | ||
Liabilities | ||
Short-term contingent earn-out | $ 41,843 | $ 29,830 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contingent earn-out | ||
Change in Fair Value of Level 3 Liabilities | ||
Additions in the period | $ 45,017 | $ 29,830 |
Ending balance | 29,830 | |
Contingent earn-out | ebot-7 | ||
Change in Fair Value of Level 3 Liabilities | ||
Payments | 0 | (132) |
Contingent earn-out | Tenfold [Member] | ||
Change in Fair Value of Level 3 Liabilities | ||
Ending balance | 65,125 | 29,830 |
Contingent Consideration | ||
Change in Fair Value of Level 3 Liabilities | ||
Change in fair value of liability awards | (8,568) | 0 |
Contingent Compensation | WildHealth | ||
Change in Fair Value of Level 3 Liabilities | ||
Change in fair value of liability awards | $ (1,154) | $ 132 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Other Expense | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Employee benefits and share-based compensation | $ 15.5 | $ 42.9 |
Recurring | Convertible senior note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible senior note net | $ 486.9 | $ 486.9 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2020 | |
Other Commitments [Line Items] | |||||
Employer matching contributions | $ 2.8 | $ 1 | $ 5.8 | $ 2.8 | |
Estimated sales tax liability, including interest, minimum | $ 2.5 | ||||
Estimated sales tax liability, including interest, maximum | 6.3 | ||||
Accrued sales tax, including interest | 1.1 | 1.1 | $ 2.5 | ||
Letter of Credit | LOC for Security Deposit | |||||
Other Commitments [Line Items] | |||||
Letters of Credit Outstanding, Amount | $ 0.9 | $ 0.9 | |||
Match Step One | |||||
Other Commitments [Line Items] | |||||
Employer matching contribution, percent of match | 100% | ||||
Employer matching contribution percent of eligible compensation | 3% | ||||
Match Step Two | |||||
Other Commitments [Line Items] | |||||
Employer matching contribution, percent of match | 50% | ||||
Employer matching contribution percent of eligible compensation | 2% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity and Weighted Average Exercise Prices (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Options | |||
Beginning balance (in shares) | 4,782 | 4,782 | |
Granted (in shares) | 802 | ||
Exercised (in shares) | (200) | ||
Cancelled or expired (in shares) | (870) | ||
Ending balance (in shares) | 4,514 | ||
Options vested and expected to vest (in shares) | 1,187 | ||
Options exercisable at end of period (in shares) | 2,680 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 27.52 | $ 27.52 | |
Granted (in dollars per share) | 22.75 | ||
Exercised (in dollars per share) | 6.27 | ||
Cancelled or expired (in dollars per share) | 38.52 | ||
Ending balance (in dollars per share) | 25.28 | ||
Options vested and expected to vest (in dollars per share) | 31.64 | ||
Options exercisable at end of period (in dollars per share) | $ 20.67 | ||
Weighted Average Remaining Contractual Term | |||
Weighted average remaining contract term, Options outstanding | 6 years 9 months 7 days | 6 years 6 months 29 days | |
Weighted average remaining contract term, Options vested and expected to vest | 8 years 5 months 23 days | ||
Weighted average remaining contract term, Options exercisable | 5 years 2 months 15 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, Options outstanding | $ 1,471 | $ 62,300 | |
Aggregate intrinsic value, Options vested and expected to vest | 895 | ||
Aggregate intrinsic value, Options exercisable | $ 476 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity and Weighted Average Exercise Price (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning balance outstanding (in shares) | 3,732 | |
Awarded (in shares) | 4,205 | |
Vested (in shares) | (1,711) | |
Forfeited (in shares) | (980) | |
Non-vested and outstanding at end of period (in shares) | 5,246 | |
Expected to vest (in shares) | 3,233 | |
Weighted Average Grant Date Fair Value (usd per share) | ||
Beginning balance outstanding (in dollars per share) | $ 43.63 | |
Awarded (in dollars per share) | 19.76 | |
Vested (in dollars per share) | 30.07 | |
Forfeited (in dollars per share) | 42.43 | |
Non-vested and outstanding at end of period (in dollars per share) | 29.17 | |
Expected to vest (in dollars per share) | $ 29.43 | |
Aggregate Fair Value | ||
Aggregate fair value, Non-vested and outstanding | $ 49,420 | $ 133,308 |
Aggregate fair value, Expected to vest | $ 30,459 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Option-Pricing Model Weighted Average Assumptions | ||||
Dividend yield (percent) | 0% | 0% | 0% | 0% |
Risk-free interest rate, minimum (percent) | 2.82% | 0.72% | 1.62% | 0.46% |
Risk-free interest rate, maximum (percent) | 3.05% | 1.02% | 3.38% | 1.02% |
Expected life (in years) | 5 years | 5 years | 5 years | 5 years |
Historical volatility, minimum (percent) | 59.74% | 53.51% | 53.87% | 53.51% |
Historical volatility, maximum (percent) | 61.22% | 53.67% | 61.22% | 54.55% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 19, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, issued (in shares) | 77,934,440 | 77,934,440 | 74,980,546 | |||||
Common stock, outstanding (in shares) | 75,188,197 | 75,188,197 | 72,234,303 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, issued (in shares) | 77,934,440 | 77,934,440 | 74,980,546 | |||||
Common stock, outstanding (in shares) | 75,188,197 | 75,188,197 | 72,234,303 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Fair value of stock options exercised | $ 7.4 | |||||||
Accrual for cash awards | $ 0 | $ 5.1 | 11.9 | $ 15.5 | ||||
Stock-based compensation expense | $ 31.9 | $ 18.3 | $ 100.3 | $ 48 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 7.35 | $ 29.13 | $ 11.16 | $ 26.98 | ||||
Dividend yield (percent) | 0% | 0% | 0% | 0% | ||||
Expected life (in years) | 5 years | 5 years | 5 years | 5 years | ||||
Period used to determine volatility | 5 years | |||||||
Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares of common stock available for issuance (up to) | 40,067,744 | 40,067,744 | 5,000,000 | |||||
Options term (in years) | 10 years | |||||||
Shares reserved for future issuance | 2,000,000 | 2,000,000 | ||||||
Unrecognized compensation cost related to novested share-based compensation arrangements | $ 24.8 | $ 24.8 | ||||||
Weighted average recognition period of unrecognized compensation cost | 2 years 7 months 6 days | |||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares of common stock available for issuance (up to) | 1,000,000 | 1,000,000 | ||||||
Shares reserved for future issuance | 500,000 | 500,000 | ||||||
Incentive Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares of common stock available for issuance (up to) | 6,159,009 | 6,159,009 | ||||||
Shares reserved for future issuance | 1,400,000 | 1,400,000 | ||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average recognition period of unrecognized compensation cost | 2 years 9 months 18 days | |||||||
Unrecognized compensation cost related to nonvested share-based compensation arrangements | $ 130.1 | $ 130.1 | ||||||
Minimum | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Maximum | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liability by Cost Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Balance, beginning of year | $ 5,710 | $ 1,694 | $ 4,732 | |
Lease restructuring costs | $ 724 | 339 | ||
Severance and other compensation associated costs | 2,673 | 17,610 | ||
Cash payments | $ (6,435) | (13,933) | ||
Balance, end of period | $ 5,710 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 7,111 | $ 44 | $ 17,949 | $ 3,269 |
Lease restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 44 | 339 | 594 |
Severance and other compensation associated costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 7,111 | $ 0 | $ 17,610 | $ 2,675 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||||||
Restructuring expense | $ 7,111 | $ 44 | $ 17,949 | $ 3,269 | ||
Restructuring liability | $ 5,710 | $ 5,710 | $ 1,694 | $ 4,732 |
Legal Matters (Details)
Legal Matters (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 24, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation settlement, amount awarded from other party | $ 30.3 | |
Compensatory damages | 6.7 | |
Punitive damages | 23.6 | |
Loss contingency, additional costs owed | $ 0.4 | |
Loss contingency, additional amount awarded | $ 4.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||||||
Increase in valuation recorded | $ 17,400 | |||||
Provision for income taxes | $ 249 | $ 2,538 | $ 1,270 | $ 2,285 | ||
Income tax provision on operating income | 100 | 2,700 | ||||
Income tax benefit from settlement of uncertain tax benefits | $ 100 | 200 | ||||
Valuation allowance | $ 107,100 | |||||
Increase in valuation allowance recorded as an expense | 34,300 | 38,100 | ||||
Foreign Tax Authority | ||||||
Income Tax Contingency [Line Items] | ||||||
Increase in valuation recorded | $ 51,700 | |||||
Income tax benefit from settlement of uncertain tax benefits | $ (1,600) |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in joint venture | $ 3,993 | $ 3,993 | $ 0 | |
Claire Holdings, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity method investments | $ 19,000 | |||
Ownership percentage | 19.20% | |||
Due to Claire | 10,600 | 10,600 | ||
Other operating income (expense), net | $ 600 | $ 700 | ||
Claire Holdings, Inc. | Pasaca Capital Inc. (“Pasaca”) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity method investments | $ 80,000 | |||
Ownership percentage | 80.80% |
Related Parties (Details)
Related Parties (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Related Party Transactions [Abstract] | ||
Revenue from related parties | $ 12.9 | $ 26.2 |
Related Party Transaction, Other Revenues from Transactions with Related Party | 20.7 | |
Accounts Receivable, Related Parties | 13.9 | 13.9 |
Due from Related Parties | $ 34.1 | $ 34.1 |
Uncategorized Items - lpsn-2022
Label | Element | Value |
Contingent Earn-Out [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue | $ 0 |